1. Agreement. These are the Standard Terms and Conditions (“Terms”) under which R&D Systems, Inc. (“R&D”) sells its products and services (“Products”). A party purchasing Products (“Purchaser”) from R&D or an R&D authorized agent will be subject to these Terms regardless of what method is used to submit its offer to purchase Products (“Order”). Some of R&D’s Products are subject to intellectual property licenses, software licenses, or other contract terms that Purchaser will not find here (“Supplementary Terms”). If such Supplementary Terms exist for the Products being purchased, they will be found in a quotation, order acknowledgment, product insert, or written agreement that accompanies or is associated with the Products. If Purchaser is uncertain if any Supplementary Terms exist for Products, Purchaser should contact R&D’s Customer Service. The Order, these Terms, and Supplementary Terms (if any) are sometimes collectively and individually referred to herein as the Agreement (“Agreement”).
R&D's acceptance of any Order by Purchaser is expressly conditioned on Purchaser's agreement to these Terms. R&D will not be bound by, and specifically objects to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) which is proffered by Purchaser in any order, receipt, acceptance, confirmation, correspondence, or otherwise, unless R&D specifically agrees to such provision in a written instrument signed by R&D.
2. Purchase and Sale. R&D shall sell to Purchaser, and Purchaser shall accept and pay for, all Products ordered by Purchaser pursuant to an Order that has been accepted by R&D. All Orders are subject to acceptance by R&D either in writing or by shipping Products. R&D may accept any Order in whole or in part.
3. Order Confirmation and Duplication. Written confirmation of a telephone, fax, e-mail, electronic, or Internet Order is not required; however, if confirmation of an Order is sent by Purchaser, it shall be prominently marked – “CONFIRMING ORDER, DO NOT DUPLICATE”.
Duplicate shipments due to incorrectly marked confirming orders will be subjected to a returned products charge of 20% of the Products returned plus shipping charges. (“Returned Products Charge”)
4. Delivery. All domestic and international shipments shall be Ex Works R&D’s Minneapolis, MN facility, according to INCOTERMS® 2010 as issued by the International Chamber of Commerce. Shipments are made in a commercially reasonable manner as determined by R&D. R&D will select the carrier but will not be deemed thereby to assume any liability in connection with the shipment nor will the carrier be construed to be an agent of R&D. Purchaser shall pay or reimburse R&D for all transportation, freight, insurance, loading, packaging and handling charges, taxes, duties, fees, storage and all other charges applicable to the Products. All shipments are subject to availability. Shipment schedules are approximate and R&D will use commercially reasonable efforts to complete shipments as indicated. R&D shall not be liable for any damages or penalties for delay in delivery or for failure to give notice of delay for any reason. Claims for loss or damage of products in transit must be made to the carrier and not to R&D.
5. Title. Title to the Products will pass to Purchaser upon R&D’s delivery of the products to the carrier, subject to the limitations provided in this Agreement.
6. Price. Purchaser shall pay the prices specified in the applicable Order or, if no price is specified in the Order, the price set forth in R&D’s standard price list in effect on the date that R&D accepts the Order. All prices are subject to change without notice. Purchaser shall be responsible for all delivery and handling charges, taxes and other amounts payable to governmental authorities in connection with applicable transactions. These charges will be added to Purchaser’s invoice.
7. Tax. Sales tax will be added when shipping to jurisdictions where R&D is responsible for collecting sales tax unless the receiving party has exempt information on file with R&D. Purchaser shall be solely responsible for any applicable sales, use or similar tax and agrees to indemnify R&D for any such tax if not properly paid by Purchaser. Purchaser is responsible to confirm that its account is set up properly and that any applicable exemption documents are provided. Purchaser should contact R&D to correct or update its account information and should note any updates to this effect on applicable orders.
8. Payment. Payment terms shall be net 30 days from the date of invoice and in the currency specified on the invoice. Purchaser will only be charged for products shipped. Products placed on back order will be charged when shipped. If Purchaser is late in making payment, R&D may, without affecting any other rights or remedies, suspend delivery, cancel Orders, reject future orders, and/or charge a late payment fee, from the due date until paid, at the rate of one and a half percent (1.5%) per month (18% per year) or such lesser amount as is the maximum rate of interest allowed by law. Purchaser shall pay any and all reasonable costs, including attorneys’ fees, incurred by R&D in collecting any delinquent balance.
9. Inspection and Returns. Purchaser can return Products that are damaged or defective upon delivery, but Purchaser must contact R&D’s Customer Service within 10 business days from the day Purchaser received the Products. A return authorization (“Return Authorization”) must be obtained from R&D’s Customer Service for all returns. R&D will not accept returns, and no credit will be issued, without a Return Authorization. Custom Orders are ineligible for cancellation or return.
Upon receipt of Products that have a Return Authorization, a credit for the original purchase price less the Returned Products Charge, if applicable, will be issued. To obtain a Returned Product Charge credit products must be returned within sixty (60) calendar days of receiving a Return Authorization.
If an error by R&D results in shipment of incorrect Products, R&D will, at its sole option, either ship, at no charge, the correct Products per Purchaser’s Order or credit Purchaser’s account for the purchase price of the Products shipped in error plus shipping charges. If an error by Purchaser results in the shipment of incorrect Products and is reported to R&D within ten (10) business days, Purchaser may obtain a Return Authorization and return the incorrect Products for a credit less applicable Returned Product Charges.
10. Transfer Prohibited. In the absence of an express written agreement to the contrary, all Products are sold by R&D for the exclusive use of the Purchaser and shall not to be resold, transferred, or conveyed, in whole or in part, to any other party.
12. Product Use and Restrictions. Unless otherwise Expressly stated in writing By R&D, all products are for research use only, and not for human or animal therapeutic or diagnostic use. Products are to be used only in accordance with R&D’s specifications, product inserts, online product descriptions, and published catalogs. Products are not submitted for regulatory review or validated for clinical, therapeutic or diagnostic use, safety and effectiveness, or any another other specific use or application unless expressly stated in writing by R&D. Purchaser is solely responsible for complying with all applicable laws, regulations and governmental policies when using R&D Products. Purchaser is solely responsible for obtaining all necessary approvals, permissions and/or licenses or intellectual property rights from applicable third parties as may be required for Purchaser’s research and any other intended uses. It is solely Purchaser’s responsibility to make sure the products are suitable for Purchaser’s particular use.
As a material condition to R&D providing its Products to Purchaser, Purchaser agrees that it shall not, directly or indirectly, attempt to reverse engineer, disassemble, or otherwise perform any compositional, structural, functional or other analyses directed to learning the methodology, components, formulae, processes, make-up, or production of any Product or any portion thereof.
13. Export Controls and Related Regulations. Products and information that Purchaser receives from R&D are subject to United States export control laws and regulations. Purchaser may not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any such Product or information (including products derived from or based on Products or information received from R&D) to any destination, entity, or person prohibited by United States laws or regulations.
Purchaser represents and warrants that it is not designated on, or associated with any party designated on, any of the United States government restricted parties lists, including without limitation, the United States Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the United States Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the United States State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Purchaser shall comply with all applicable United States economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.
R&D may terminate this Agreement and discontinue any ongoing supply to or business with Purchaser immediately, without notice and without liability, upon R&D becoming aware that Purchaser, or any party associated with Purchaser, is named on any restricted party list.
14. Limited Warranty. Unless a different written warranty is included with product inserts accompanying Products, R&D warrants each Product will meet its published specifications when used appropriately under normal conditions. The warranty shall last from the time delivery is made until the Product’s expiration or “use by” date or its specified number of uses.
This Limited Warranty only covers issues caused by defects in material or workmanship during ordinary consumer use. The Limited Warranty does not cover issues caused by any other reason, including but not limited to issues due to normal wear and tear, acts of God, misuse, limitations of technology, custom manufacture in accordance with specifications Purchaser gave R&D, neglect or accident caused by Purchaser, contact with improperly used or unapproved chemicals or environments, or modifications of or to any part of the Product. R&D’s sole and exclusive liability to Purchaser and Purchaser’s sole and exclusive remedy for warranty claims hereunder shall be replacement of the non-conforming Product or refund of the purchase price.
The Above Warranties Are exclusive, and R&D makes no other warranty or representation of any kind whatsoever, express or implied, including without limitation any implied warranties of Merchantability or Fitness for a particular purpose, of suitability, of non-infringement, or regarding results obtained through the use of any product, whether arising from a statute or otherwise in law or from a course of performance, dealing or usage of trade, all of which are expressly disclaimed. Our warranties extend only to the original Purchaser and cannot be transferred by the original Purchaser to any other party.
15. Limitations on Remedies. In no event SHALL r&d BE LIABLE TO PURCHASER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR EXEMPLARY DAMAGES OF ANY KIND, OR LOST PROFITS OR REVENUE, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT R&D WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS AND/OR ANY OTHER AGREEMENT BETWEEN R&D AND PURCHASER FOR THE PURCHASE OF THE PRODUCTS, R&D’S TOTAL LIABILITY TO PURCHASER ARISING FROM OR IN RELATION TO THESE TERMS, AN AGREEMENT BETWEEN THE PARTIES OR THE PRODUCTS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY PURCHASER TO R&D FOR THE APPLICABLE PRODUCTS. IN NO EVENT WILL R&D BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS.
16. Indemnification. Purchaser shall hold harmless, indemnify and defend (at R&D’s request) R&D for any and all damages, liabilities, costs and expenses (including any costs of litigation, including but not limited to, attorneys’ fees and any other costs and expenses), fines, or losses in connection with any threatened or actual claims, actions, demands, investigations, or suits, including, but not limited to, claims or suits by third parties, arising out of any of the following: (a) Purchaser’s negligent or willful acts, or those of its employees and/or agents, (b) such Products being repaired or altered by persons other than R&D (unless expressly authorized in writing by R&D), (c) in the event that Purchaser modifies, or combines with any non-R&D goods or products, any of the Products purchased from R&D, and such modification or combination results in the actual or alleged infringement of any intellectual property rights of any third party, (d) from Products produced by R&D according to Purchaser’s specifications, (e) any violations of export control laws by Purchaser, or (f) Purchaser’s breach of any provision in these Terms.
17. Confidentiality and Intellectual Property. “Confidential Information” means any of R&D’s business information, specifications and all related writings, drawings, designs and similar works or any other information which is disclosed by R&D to Purchaser and labeled or marked as confidential, proprietary or its equivalent, or oral or visual information that is designated confidential, proprietary or its equivalent at the time of its disclosure. All Confidential Information shall be the exclusive property of R&D, and R&D retains all of its rights, title and interests. Purchaser agrees to use Confidential Information for the exclusive purpose of performing this Agreement. Purchaser shall not disclose or provide any Confidential Information to any third party and shall take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants. Upon request of R&D, Purchaser shall return all Confidential Information to R&D.
Purchaser acknowledges that all intellectual property rights relating to Products, as between Purchaser and R&D, are solely and exclusively owned by R&D. R&D’s sale of Products to Purchaser only grants Purchaser a limited, non-transferable right, for Purchaser to use the quantity of Products bought from R&D in accordance with this Agreement. The act of R&D selling Products to Purchaser, R&D does not grant Purchaser a license to R&D’s intellectual property, or grant Purchaser the right to make or have made any Product or any portion thereof. The onus rests with the Purchaser to secure any required “freedom to operate” rights for other intended applications.
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 R&D, or jointly by R&D and Purchaser, will be and will remain R&D’s sole and exclusive intellectual property, and Purchaser shall transfer and assign, and hereby does assign, all of its rights, title and interests in and to any such joint intellectual property to R&D and assist R&D, at R&D’s request and expense, in securing and recording R&D’s rights in such intellectual property.
18. Force Majeure. R&D shall not be liable for any failure to perform this Agreement when such failure is due to circumstances beyond its control. Circumstances beyond the control of R&D shall be deemed to include, but shall not be limited to, acts of God, governmental action, accidents, labor trouble, and inability to obtain materials, equipment or transportation.
19. Waiver. No oral statements, recommendations or assistance given by a representative and/or distributor of R&D to Purchaser or its representatives in connection with the use of the Products shall constitute a waiver by R&D of any of the provisions hereof, or affect R&D's liability herein. R&D’s failure to exercise any rights under this Agreement is not a waiver of it rights to damages for Purchaser’s breach of contract and is not a waiver of any subsequent breach.
20. Governing Law/Disputes. Purchaser hereby agrees that the only proper jurisdiction and venue for any dispute with R&D, or in any way relating to these Terms or to products purchased from R&D, is in the state and federal courts in the State of Minnesota. All disputes with R&D shall be governed by the laws of the State of Minnesota, without regard to provision on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any other written agreement with R&D unless expressly stated otherwise. Purchaser further agrees and consents to the exercise of personal jurisdiction in these courts in connection with any dispute involving R&D or its affiliates, employees, officers, directors, agents and providers. Any cause of action brought by Purchaser arising out of or relating to this Agreement or to Products purchased from R&D, must be brought within one year after such cause of action arose. Actions not commenced by Purchaser within one year are permanently barred. This paragraph survives expiration or termination of this Agreement.
21. Miscellaneous. All provisions set forth herein regarding warranty, confidential information, indemnification, liability and limits thereon, and any other provisions that survive by their terms will survive any termination or expiration of this Agreement and any other written instrument delivered in connection herewith pursuant to the terms of such sections. In the event that any provision of these Terms is held to be illegal, invalid or unenforceable under any present or future law, rule or regulation, such provision shall be deemed stricken from these Terms but such illegality, invalidity or unenforceability shall not invalidate any of the other provisions of these Terms. Purchaser may not assign, including by operation of law, its obligations hereunder without R&D’s written consent.
In order to process and track orders, update your account, respond to your requests, operate our business, and maintain this Website and various features, we collect a variety of information about Website visitors. This section describes both the Non-Personal Information and Personal Information we collect.
Each time a computer visits this Website we may collect certain information from that computer. This information is automatically collected from the computer’s web browser and may include information such as the following (“Non-Personal Information”):
Non-Personal Information does not tell us who you are.
Also, we may place a text file called a cookie in the browser files of computers that visit this Website. Cookies are pieces of information issued by a website that, among other things, allow your computer to utilize all the features on this Website. If and when your computer accepts a cookie, the cookie may be stored on the computer’s hard drive. US Government Information Bulletin (I-034) contains a good description of cookie technology at: http://www.ciac.org/ciac/bulletins/i-034.shtml You are always free to decline our cookies if your browser permits, but some parts of the Website may not work properly for you if you do so.
In addition, third parties may place and read cookies on your browser, or use web beacons or similar technologies to collect information, including, where applicable, for the Google Trusted Stores program.
In the course of opening or updating your account, placing an order, filling out a form on a page on this website, or taking any similar action, you may provide us with information such as your name, address, telephone number, purchase information and history, email address, credit card number, or similar information (“Personal Information”). The only way we get personal information is if you choose to give it to us.
The ways we share, use, and protect information collected over this Website depends upon the type of information involved.
We may use non-personal information to help us make the Website more useful to you and for other business purposes. For example, we may tell business partners how many computers visited this Website or what pages were most popular. We may prepare reports and other materials using non-personal information. We may use Non-Personal Information for any other purpose and may share Non-Personal Information with third parties.
If you submit personal information, you agree that we may keep a record of the personal information. For example, we may keep a record of your name, address, and credit card number in order to receive payment for your orders and in order to ship the orders. We also may use personal information to help us in our business, including but not limited to improving this Website and marketing and product development, or to contact you. You also agree that we may share personal information with other businesses that help us operate our business, such as credit card companies and shipping companies. If you complete the “Credit Reference” section you agree that we may contact the references and share your Personal Information with the references for the purpose of deciding whether to extend credit to you or to do business with you. Also, we may share personal information with other companies we do business with, such as business partners, affiliates, or successors
We may share Personal Information if required to comply with a law, regulation, court order, or other legal process. We may share Personal Information to protect our rights or property.
Using the email address you provide us, we may send you email newsletters or similar documents from time to time. These emails may include technology that permits us to track if and when an email has been opened, as well as whether the recipient clicked on any particular link or advertisement contained in the email. This information is tracked and used for statistical analysis, to generate sales leads, and to help us operate our business. The information gathered from these emails may result in a call or email from our sales staff to provide further information on products that our emails have identified you as having an interest in.
You agree that we, or the third parties who help us operate this Website and conduct business, may contact you for advertising or any other purposes through any and all contact information you provide to us, such as email, telephone, fax, or mail.
This notice applies only to California residents and is made pursuant to California Civil Code § 1798.83. As noted above, we may disclose Personal Information about you, such as your email address, to third parties. If we disclose personal information about you to a third party and the third party will use that information for direct marketing purposes, you have the right to contact us at email@example.com to request that we notify you as to: (1) what categories of Personal Information we shared with the direct marketer; and (2) the name of the direct marketing businesses with whom we shared such information.
This Website may contain links to other websites. We provide these links for your convenience, but we do not review, control, or monitor the privacy practices of websites operated by others. We are not responsible for the performance of these sites or for your business dealings with them. Your use of other websites is subject to the terms and conditions of those websites, including the privacy policies of those websites.
This Website is designed for an adult audience only, and anyone under 18 years old must not use this Website. We will not intentionally collect online any personal information (such as a child’s name or e-mail address) from children under the age of 13. If you think that we have collected personal information from a child under the age of 13, please contact us as described below.
Your information is stored on servers located in the United States. We and our agents who help us with hosting and security use a number of procedural and technical safeguards to protect your personal information against loss or theft as well as unauthorized access and disclosure, including use of encryption, "firewalls" and Secure Socket Layers. However, "perfect security" does not exist on the Internet.
You agree to follow the conduct rules listed below. If you fail to follow these conduct rules, R&D Systems may, in its sole discretion, terminate or suspend your account without refund, in addition to pursuing any other legal and equitable remedies including but not limited to money damages.
The materials on this Site belong to R&D Systems or its third party licensors. There are some important rules about using and copying these materials. R&D Systems grants you a limited, revocable, license to download or print one copy of the materials on this Site, but only for the purpose of ordering products on the Site. When you download or print a copy of the materials on this Site, you must also include all copyright and other notices that are in the materials, including the copyright notice on the bottom of the page.
The materials on this Site are protected by United States and foreign copyright laws. If you use the materials in a way that is not clearly allowed by these Terms & Conditions and the license above, you are violating your contract with us and may be violating copyright, trademark, and other laws. In that case, R&D Systems automatically revokes your limited license to use the materials and you must immediately destroy any copies you have made. Title to the materials remains with R&D Systems or its third party licensors. All rights not expressly granted are reserved.
THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, R&D SYSTEMS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
THE SITE DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE. THE OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF THE SITE OR R&D SYSTEMS.
UNDER NO CIRCUMSTANCES SHALL R&D SYSTEMS OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS OR SUPPLIERS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE.
If you have an account through the Site, you are responsible for (i) keeping your account password confidential and secured, (ii) restricting access to your computer and (iii) keeping the e-mail address associated with that account current. You accept full responsibility for all activities that occur within your Site account and/or using your password.
This Site may contain links to websites operated by other parties. The linked websites are not under the control of R&D Systems, and R&D Systems is not responsible for the content available on any other websites linked from this Site. The appearance of the links does not imply R&D Systems’ endorsement of the material on any other website and R&D Systems disclaims all liability with regard to your access to or use of such linked websites.
This Site may include advertisements for products or services offered by other companies. R&D Systems may receive payment from these advertisers. Although R&D Systems believes you may find the information offered by advertisers to be helpful, R&D Systems does not endorse or guarantee any product or service offered by advertisers.
The Site is operated by R&D Systems from its offices in Minnesota, U.S.A. R&D Systems welcomes visitors from around the world. R&D Systems, however, makes no representation or warranty that the contents of the Site are appropriate or permitted by the laws and regulations of countries other than the U.S.A. If you choose to access the Site from other countries you do so at your own risk, and are responsible for compliance with applicable local laws.
You hereby agree that the only proper jurisdiction and venue for any dispute with R&D Systems, or in any way relating to your use of this Site or to products purchased from R&D Systems, is in the state and federal courts in the State of Minnesota, U.S.A. You further agree and consent to the exercise of personal jurisdiction in these courts in connection with any dispute involving R&D Systems or its affiliates, employees, officers, directors, agents and providers. Any claims relating to the information, services or products available on this Site will be governed by the laws of the State of Minnesota, excluding the application of its conflicts of law rules. You agree that any cause of action arising out of or relating to these Terms & Conditions or your use of the Site will be commenced by you within one (1) year after such cause of action arose. Actions not commenced by you within one (1) year are permanently barred. This paragraph survives expiration or termination of these Terms & Conditions.
R&D Systems reserves the right to make changes to the Site, including these Terms and Conditions, at any time without notice.
The following is a listing of trademarks used by R&D Systems, Inc. This list is subject to change at any time. Registration applications for several marks are pending and may become registered marks in the near future. Any rights not expressly granted herein are reserved.
Tools for Cell Biology Research™
If you have any questions or comments regarding the Site, the products offered, or R&D Systems, please contact us at:
614 McKinley Place NE
Minneapolis, MN 55413
Tel: (612) 379-2956
Fax: (612) 379-6580