MBL International Corporation Terms and Conditions of Sale
Last updated: 07/20/2017
These terms and conditions of sale (these “Terms“) are the only terms which govern the sale of products manufactured by or for, or products distributed by Seller (“Products“). For purposes of these Terms, “Seller” shall mean MBL International Corporation and its divisions, subsidiaries and affiliates and their successors and permitted assigns and “Customer” shall mean any person or organization purchasing Products from Seller.
These Terms and Conditions shall apply to all transactions between Seller and Customer, unless there is a written contract signed by both parties in existence covering the sale Products covered hereby. In that event, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. These Terms prevail over any of Customer’s purchase order or general terms and conditions of purchase regardless whether, when or how Customer has submitted its purchase order or such terms. These Terms shall also apply to the exclusion of any terms implied by trade, custom, practice or course of dealing unless otherwise agreed to upon by Seller in writing. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s purchase orders or terms and conditions and does not serve to modify or amend these Terms.
Seller may amend these Terms from time to time by posting a new version on its website (www.mblintl.com). Please re-read these Terms before placing each order because, by placing such order after a revised version of these Terms has been posted, Customer shall be deemed to have accepted the revised version.
2. Order Placement, Acceptance and Processing
Customer’s order for Products as set out on the relevant order form (either online or otherwise) (“Order”) constitutes an offer by the Customer to purchase the Products in accordance with these Terms. Acceptance of an Order by Seller is expressly subject and limited to these Terms. Any additional or different terms and conditions set forth in a proposal or purchase order of Customer are hereby rejected and shall not constitute a part of the contract resulting from Seller’s acceptance of the Order.
Orders may be placed through the following means:
Phone: 1.800.200.5459 (Monday – Friday, 9:00 AM – 5:30 PM, EST)
455 State Street, Suite 100
Des Plaines, IL 60016-2204
The following information is required to process an order:
- Valid and Seller Approved Payment Method
- First Name, Last Name, Company Name
- Complete Billing and Shipping Address
- Phone and/or Fax, valid email address
- Product Code, Description, Quantity
- Customer Account Number (if available and/or applicable)
- A Purchase Order Number (if available and/or applicable)
Seller shall confirm any Order placed by Customer and such confirmation may include:
- Delivery costs
- Arrangements for delivery
- Expected delivery time, and
- Any other information relevant to the Order
For Orders of non-custom goods, formal acceptance of the Order will take place when an Invoice is issued by the Seller and the Products are dispatched, at which point a contract shall be formed between the parties subject to these Terms. For Orders of custom products, a binding contract for all custom products described on Seller’s Quote shall be formed between the parties subject to these Terms upon receipt by the Seller of an email order or Purchase Order from the Customer referencing the applicable Quote Number. For custom products, Seller will manufacture products listed in a Quote in reliance upon reference to the Quote Number in an email order or Purchase Order, and Customer agrees to purchase such products.
3. Payment Methods and Terms
Seller, in its sole discretion, may approve an authorized account upon Customer’s successful credit application. Unless agreed otherwise in writing, authorized account payment terms are NET30 from the date of invoice. In the absence of an authorized account, Customer shall pay for the Product(s) by a credit card, ACH or wire transfer at the time an Order is confirmed. Customers are responsible for any bank charges that are incurred in making the payment. At any time and without notice, past due amounts under any invoice may be offset by Seller against overpayments, credits or any other amounts due to the Customer from Seller. Seller reserves the right to charge interest on any overdue payments at the rate of 10% per annum or the highest rate allowed by applicable law, whichever is lower.
Generally, Seller accepts credit card, check, money order and bank and wire transfer as methods of payment. Credit card approval must be obtained prior to shipment. For further details please email email@example.com.
4. Shipping and Delivery
Shipments are made in accordance with Seller’s standard commercial practices via a carrier selected by Seller, FOB Seller’s shipping point in Woburn or Des Plaines depending on the applicable Product ordered. Shipping charges are prepaid and billed to Customer. Delivery times are approximate but Seller will use commercially reasonable efforts to complete delivery as set out on the accepted Order. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products to Customer. Each shipment will constitute a separate sale, and Customer shall pay for units of Product shipped whether such shipment is in whole or partial fulfillment of Customer’s purchase order. Seller will use reasonable commercial efforts to deliver the Product(s) by the requested delivery dates set forth in the Order. Both Seller and Customer understand that the requested delivery dates are good faith estimates that are not firm commitments.
Product(s) and its packaging should be inspected immediately upon receipt by the Customer. Notification of damage, error, shortages or defects should be communicated to Seller immediately by phone, e-mail or fax. In the absence of such notification within 7 days of Customer’s receipt of a Product, Customer shall be deemed to have accepted the shipment of such Product as complete, undamaged and without defects and conforming to the specifications.
6. Title and Risk of Loss
Title and risk of loss passes to Customer upon the placement the Products into the possession of the carrier at Seller’s shipping point at either Woburn, MA or Des Plaines, IL location. As collateral security for the payment of the purchase price of the Products, Customer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Customer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Commonwealth of Massachusetts Uniform Commercial Code.
All Product prices and other information provided by the Seller are subject to change without notice, and prices may be changed up to the time of dispatch of the Products. If prices change between the time of receipt of an Order and dispatch of product, Seller will contact the Customer in advance.
All prices are exclusive of all sales, VAT, GST, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority. Customer shall be responsible for all such taxes, duties and charges unless Customer provides Seller with adequate documentation of exemption; provided, that, Customer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.
8. Return and Replacement Policy
For Product(s) purchased directly from Seller and its authorized distributors, if the Product(s) does not perform as described on the datasheet associated with the Product(s), Customer must notify Seller within three (3) business days of the detection of the Product performance issue and no event later than the Product’s expiration date stated on the Product’s packaging and/or datasheet providing details of the performance issue and the relevant protocol used. Seller will then examine details of Customer’s protocol to determine whether the defect is protocol related or Product related. For protocol-related issues, Seller’s technical services team will provide reasonable independent advice. For Product-related defects, a replacement or credit will be offered as Customer’s sole and exclusive remedy.
In a situation where Product(s) is ordered incorrectly or returned without a defect, Seller may at its discretion, accept the return of any such Product, subject to a 25% processing and restocking charge, plus any shipping, handling and packaging costs. Seller will not accept returns of Products (other than defective Products in accordance with the preceding paragraph or incorrect Products in accordance with this paragraph) that have special shipping requirements, including those shipped on dry ice, and those hazardous for transport, or any custom or special order Products. In a situation where an incorrect Product(s) is delivered, Customer must contact Seller immediately and await further instruction.
Product(s) will be accepted for return, credits, or replacement only after authorization by Seller. Seller does not issue refunds. For a return authorization call 1-800-200-5459. Product will only be considered for an authorized return within 7 days from the date of delivery and receipt of Product by the Customer and then only if Seller has been timely notified of any error in ordering or delivery and provided that the Product has been stored at appropriate temperature (as specified on the Product’s packaging or datasheet) and returned to the Seller in acceptable condition, acceptability of which shall be determined at the sole discretion of the Seller.
9. Confidential Information
All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Customer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.
10. Intellectual Property
As specifically between the Seller and the Customer, Seller exclusively owns all intellectual property rights relating to Seller’s Products. Unless expressly agreed upon otherwise, Seller grants Customer only a limited, nontransferable right under Seller’s intellectual property to internally use the specific Products purchased from the Seller. No right to transfer, distribute or resell the Products or any of their components is conveyed expressly, by implication, or by estoppel. Unless expressly permitted by Seller in writing, Customer will not modify, change, remove, cover or otherwise obscure any of Seller’s brands, trade or service marks on the Products. Nothing in these Terms shall limit Seller’s ability to enforce Seller’s intellectual property rights.
Seller also exclusively owns all intellectual property rights in any inventions (patentable or otherwise), discoveries, improvements, data, know-how, or other results that are conceived, developed, discovered, reduced to practice, or generated by or for Seller, or jointly by Seller and Customer, in relation to processes, methods, or related synthesis of a custom Product, or otherwise in connection with designing or manufacturing a custom Product. Customer agrees to transfer and assign to Seller all of Customer’s right, title, and interest in and to any joint intellectual property. At Seller’s request and expense, Customer agrees to help Seller secure and record Seller’s rights in the intellectual property.
MBL International Corporation warrants that the Products will be of merchantable quality at the time of shipment and if stored as directed and used before the expiration date. In the event of a breach of the foregoing warranty, Seller’s liability and Customer’s remedy is limited exclusively to, in Seller’s sole discretion, the replacement of Products that complies with the foregoing warranty or a refund up to the amount of the purchase price for the applicable Product(s). THE FOREGOING WARRANTY IS PROVIDED IN LIEU OF ALL OTHER WARRANTIES. EXCEPT FOR THE FOREGOING WARRANTY, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, WITH RESPECT TO THE PRODUCTS, OR OTHERWISE. ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR NON-INFRINGEMENT ARE HEREBY DISCLAIMED. SELLER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS AND DISCLAIMS ANY RESPONSIBILITY THEREFORE. Seller shall have no liability or responsibility relating to Customer’s use or handling of the Products. Customer expressly acknowledges that Seller has not made any recommendations, statements, representations, or warranties as to the utility or efficacy of the Product(s).
12. Conditions of Use and Use Limitations
All Products described in our catalogs, product literature, and/or website are for Research Use Only and not for diagnostic or therapeutic use, unless otherwise specifically designated for in-vitro diagnostic use. Products that are CE marked can be used for the diagnosis of human diseases in the countries that require or accept the CE certification. The CE marking does not authorize the use of Seller’s Products for diagnostic purposes in countries or regions beyond the countries that require CE Marking. Furthermore, Products that are CE marked and do not have FDA clearance are not available for sale as a diagnostic product in the United States. Resale of the Products to any third party is strictly prohibited. Customer shall not reverse engineer the Products or the components thereof or analyze the Products or the components thereof in order to determine their material composition. Customer may not modify the Product without the express written permission of the Seller. Seller is not responsible for any modifications that Customer or its agents or representatives make to the Products.
13. Limitation of Liability
IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CUSTOMER OR COULD HAVE BEEN REASONABLY FORESEEN BY CUSTOMER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER’S LIABILITY TO CUSTOMER EXCEED CUSTOMER’S PURCHASE PRICE FOR THE PRODUCT THAT MAY HAVE CAUSED SUCH LIABILITY.
Customer hereby agrees to indemnify, defend and hold harmless Seller and its officers, directors, shareholders and employees, from and against any and all damages, liabilities, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees and disbursements and court costs) incurred in connection with damages, claims or suits, whether based in statute, contract, tort, strict liability or otherwise, to the extent arising, or alleged by reason of Customer’s handling, distribution, ownership or use of the Products or Customer’s breach of these Terms.
14. Compliance with Law
Customer shall comply with all applicable laws, regulations and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under these Terms. Customer shall comply with all export and import laws of all countries involved in the sale of the Products or authorized transfer of the Products by Customer. Customer assumes all responsibility for shipments of Products requiring any government import clearance. Seller may terminate any agreement formed pursuant to these Terms if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.
15. No Third-Party Beneficiaries
These Terms and all agreements formed pursuant to these Terms are for the sole benefit of the parties hereto (Seller and Customer) and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
16. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding any conflict-of-law provisions. The venue for any dispute hereunder shall be a court of competent jurisdiction located in Massachusetts. The parties acknowledge and agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the Terms.
If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, any such term or provision shall be ineffective to the limited extent of such invalidity, illegality or unenforceability, without rendering invalid or unenforceable the remaining provisions of these Terms. If a court of competent jurisdiction declares any such term or provision to be invalid, illegal or unenforceable, the parties hereto shall request that such court reduce the scope, delete specific words or phrases from the term or provision, or replace the provision with a provision that is valid and enforceable and that comes closest to expressing the original intention of the parties hereto, and these Terms shall be enforceable as so modified in the court in which the provision was declared invalid or unenforceable. No waiver of a breach of any provision of these Terms shall constitute a waiver of any other breach, or of such provision. Seller shall not be responsible or liable for damages resulting from a failure or delay in its performance hereunder to the extent such delay is due any act or event beyond its reasonable control, whether or not foreseeable, including, without limitation, acts of God, fires, storms, earthquakes, floods, accidents, sabotage, embargoes, acts of terrorism, wars, riots, labor disputes or shortages, strikes, governmental laws, ordinances, orders, rules and regulations, shortages of or inabilities to obtain raw materials, supplies, utilities and equipment, failures or delays in transportation and any other similar or different contingencies. These Terms and the applicable Order constitute the entire agreement between the parties hereto with respect to subject matter hereof. By placing the Order, Customer waives all terms and conditions contained in its order acknowledgment form, purchase orders or other documents that are different from or additional to the terms and conditions set forth in these Terms, and all such different or additional terms and conditions shall be null and void. These Terms supersede all prior or simultaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof and thereof, whether written or oral. The parties to these Terms are acting as independent contractors and nothing contained in these Terms shall be construed to place the parties in the relationship of employer and employee, partners, joint venturers, or principal and agent. Neither party shall have the right to act on behalf of nor bind the other except as expressly provided for in these Terms or as may be hereafter agreed in writing.
18. Additional Terms Regarding Monomer and Tetramer Products
In addition to the terms and conditions set forth above, if Customer purchases or otherwise obtains from Seller any Products that are either a monomer or tetramer, the additional terms and conditions shall be considered part of these Terms:
a) Resale of the Products to any third party is strictly prohibited.
b) Seller’s monomer and tetramer Products are not intended for clinical diagnosis, prognosis, or therapeutic determinations. Customer represents and warrants that it shall use the monomer and tetramer Product(s) for in vitro research or investigation purposes only.
c) Seller’s obligation to manufacture and sell each Product is conditioned upon the satisfactory formation of the peptide (i.e., the string of amino acids associated with certain products) complex in sufficient quantity of the Product to deliver the quantity set forth in the Order and to allow Seller to perform quality control consistent with its standard quality control practices.
d) If the Order indicates that Seller will provide the peptide, Seller will be responsible for producing or obtaining the peptide. If the Order indicates that Customer will provide the Peptide: (i) Customer will deliver the peptide to Seller in a timely manner and in the quantities and specifications that Seller reasonably may request; (ii) from time-to-time as required by Seller for Seller to meet its obligations under these Terms, Customer shall deliver further quantities of the peptides; (iii) there shall be no charge to Seller for the delivery to or the use by Seller of the peptides.
e) Customer hereby agrees to indemnify, defend and hold harmless Seller and its officers, directors, shareholders and employees, from and against any and all damages, liabilities, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees and disbursements and court costs) incurred in connection with damages, claims or suits, whether based in statute, contract, tort, strict liability or otherwise, to the extent arising from or relating to an assertion that the use of the peptides supplied under these Terms to Seller or the use of such peptides in the Product(s) constitutes an infringement of any patent or other intellectual property right or the unauthorized use of any third party trade secret.
f) In addition to any prices specified in an Order, Seller may apply a peptide acquisition fee if Customer requests that Seller provides the peptide. The peptide acquisition fee will be invoiced when the Product is shipped and is non-refundable, even if the Product (monomer/tetramer) manufacture fails.
g) In addition to any prices specified in an Order, Seller may apply a feasibility fee if the manufacture is attempted, but fails to generate the Product (monomer/tetramer). If the manufacture is successful, the feasibility fee will be waived.
Please note that our product inserts and product pages may also contain additional supplementary terms, not found here, that may apply to your order. If you have any questions about such inserts or pages that include particular supplementary terms, please contact Customer Services at 1.800.200.5459 (Monday – Friday, 9:00 AM – 5:30 PM, EST), Fax: 1.847.544.5051 or by E-mail: firstname.lastname@example.org.