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These
terms and conditions of sale for United States customers,
along with related documents, shall constitute the
entire agreement between Science First and
the customer. No terms may be modified without written
authorization from Science First. If any
provision of these Terms and Conditions of Sale shall
be deemed illegal or unenforceable, such illegality
or unenforceability shall not affect the validity
and enforceability of any other provisions.
Orders.
All orders must be accepted and verified by Science First in its Buffalo, New York facility by
authorized personnel. For items not found in our catalog
or large numbers of items, please contact us for a
quotation. Science First must collect applicable
sales taxes from non-exempt purchasers with shipping
addresses within New York State.
Payments
and credits. If credit is established, payment
terms are Net 30 from date of invoice. Currently,
credit is only extended to governments, schools and
universities, and Indian tribes. For those customers
without established credit, payment is required prior
to shipment. In this case, payment must be via credit
card, wire transfer, money order, or company check.
All credits on account must be applied with one year
of issuance, else they revert to Science First.
Shipping,
freight and importation. Freight is FOB Buffalo,
New York U.S.A. and is prepaid and added to invoices
on all orders, unless otherwise specified by Customer.
Title and risk of loss shall pass to Purchaser on
delivery to the common carrier or vessel in the United
States. If product is damaged in transit, we will
assist Purchaser with filing a claim with the carrier,
vessel, and/or insurance company.
Products,
warranties. Customer warrants that it has no right,
title or interest in the trademarks or copyrights
in the products carried by Science First,
and Purchaser covenants that it will take no action
to register or otherwise interfere with such rights.
Science First maintains a database of warranty
and other product information on products contained
within its catalog. As a service to customers, Science First will supply such information to customers
that request it. Science First shall not
be liable for any delay in or impairment of performance
resulting in whole or in part from Acts of God, severe
weather conditions, labor disruptions, governmental
decrees or controls, insurrections, war risks, shortages,
inability to procure or ship product or obtain permits
and licenses, supplies or raw materials, or any other
circumstances or causes beyond the control of Science First in the conduct of its business.
Governing
law, dispute resolution. These terms and conditions
shall be construed, interpreted and performed exclusively
according to the laws, excluding conflict of law rules,
of the State of New York, United States of America.
Any legal action with respect to any transaction must
be commenced within one year after the cause of action
has arisen. The provisions of the Uniform Commercial
Code as adopted by the State of New York, and not
the United Nations Convention on Contracts for the
International Sale of Goods, shall apply. Actions
by Science First for nonpayment by the Purchaser
of the purchase price of products sold by Science First, or for redress of other breaches by
the Purchaser of the Terms and Conditions of Sale,
may be brought by Science First, at its
option, before any judicial court of competent jurisdiction.
At Science First's option, disputes between
the Purchaser and Science First, including
all claims for non-performance by Science First, shall be finally settled by arbitration in
Buffalo, New York, USA under the Rules of the American
Arbitration Association, which Rules with respect
to matters not regulated by them shall incorporate
the UNCITRAL arbitration rules by one or more arbitrators
appointed in accordance with said Rules applying these
Terms and Conditions and consistent provisions of
the internal laws (except conflict of law rules) of
the State of New York, USA.
Limitation
of Liability. Science First (INCLUDING
Science First'S PARENTS, AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES OR AGENTS) DOES NOT ACCEPT LIABILITY
BEYOND THE REMEDIES SET FORTH HEREIN.
CUSTOMER
AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE
OF PRODUCTS OR SERVICES, Science First IS
NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES
ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER
FOR THE PURCHASE OF PRODUCTS AND/OR SERVICES UNDER
THIS AGREEMENT.
THE
FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE
OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE
OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY
IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF
CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF
A FUNDAMENTAL TERM).
NEITHER
Science First NOR CUSTOMER MAY INSTITUTE
ANY ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT
MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF
ACTION HAS ARISEN, OR IN THE CASE OF NONPAYMENT, MORE
THAN EIGHTEEN (18) MONTHS FROM THE DATE OF LAST PAYMENT.
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