1. ENTIRE AGREEMENT/ORDERS.
These are the terms and conditions (“Terms and Conditions”) between N-Zyme Scientifics, LLC ("N-Zyme") and the purchaser of any product for service made by N-Zyme (“you”).
You are bound by these Terms and Conditions whether products or services are purchased directly from N-Zyme or through its distributors.
Any purchase order, offer or counter-offer made by you is rejected and all documents exchanged prior to N-Zyme’s acknowledgement are merely preliminary negotiations and not part of any contract between the parties. For example, orders submitted on your own purchase order forms modifying, adding to, contrary to, or inconsistent with these Terms and Conditions are expressly rejected and of no force or effect and acceptance is expressly made conditional upon assent to these terms. In no event will N-Zyme be deemed to have in any way changed, enlarged or modified its liabilities or obligations as fixed by these Terms and Conditions including, without limitation, situations in which N-Zyme satisfies an order submitted on your own purchase order form.
You shall have been deemed to agree to these Terms and Conditions upon the earlier of acceptance of N-Zyme’s quotation, acceptance of delivery of the goods or the issuance of a purchase order to N-Zyme.
No acknowledgement by N-Zyme and no provision of N-Zyme’s Terms and Conditions shall be subject to change in any manner except as agreed to in writing by an officer of N-Zyme.
All prices are subject to change without notice and quoted in U.S. dollars unless otherwise noted. All prices are quoted FOB point of shipment unless otherwise noted by N-Zyme. Written quotations expire thirty (30) calendar days from the date of quotation unless specified otherwise. Verbal quotations are non-binding on N-Zyme. Prices do not include sales, excise, municipal, state or any other government taxes. All taxes and other governmental charges upon the production, manufacture, distribution, sale or use of the goods to the extent required or not forbidden by law to be collected by N-Zyme from you, shall be paid by you to N-Zyme unless you furnish N-Zyme with exemption certificates acceptable to the relevant taxing authorities. N-Zyme reserves the right to revise prices of work in process due to any change in your order. Typographical and/or clerical errors made by N-Zyme are subject to correction.
3. TERMS OF PAYMENT.
Invoices are net thirty (30) calendar days from the date of invoice unless specified otherwise and approved in writing by N-Zyme. Past due accounts will bear interest at the rate of 1 1/2% per month of the invoiced amount. All invoices are payable in U.S. dollars, unless specified otherwise and approved. Acceptance of bank drafts, checks or other form of payment shall be subject to immediate collection of the full face amount thereof. N-Zyme may, at its discretion, impose a transaction fee on payments processed via wire transfer.
N-Zyme reserves the right at any time and in its sole discretion to demand full or partial payment before proceeding with a contract of sale. If delivery is delayed or deferred by you beyond the scheduled date, payment shall be due in full when N-Zyme is prepared to ship. The goods may thereafter, at N-Zyme’s option, be stored at your own risk and expense. If you default when any payment is due, the whole contract price shall become due and payable upon demand or N-Zyme, at its option, without prejudice to other lawful remedies, may defer delivery or cancel the contract.
Order cancellations by you are subject to an order cancellation fee of 25% of the quote or as otherwise stated with the quotation and incorporated herein.
N-Zyme shall not be liable for any damage as a result of any non-delivery or delay due to any cause beyond N-Zyme’s reasonable control, including, without limitation, an act of God; embargo; other government act, regulation or request; fire; accident; strike; war; boycott; slowdown; riot; or delay in transportation or inability to obtain necessary labor, materials, or manufacturing facilities.
Products may not be returned for credit under any circumstances.
5. SHIPMENT/RISK OF LOSS.
All shipments are subject to an overrun or shortage of 5% of the quantity specified. Unless otherwise noted, all sales of goods are made FOB point of shipment. Delivery dates given in advance of actual shipment of goods or performance of services are estimates and shall not be deemed to represent fixed or guaranteed delivery dates. Method and route of shipment will be at the discretion of N-Zyme unless specified otherwise by you and agreed by N-Zyme, and any additional expense of the method or route of shipment specified by you shall be borne by you. Claims for shortage or other quantity errors must be made in writing to N-Zyme within five (5) days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by you.
N-Zyme reserves the right to make delivery of goods in installments, unless otherwise expressly stipulated in the agreement for sale. Such installments, when separately invoiced, shall be paid for when due per invoice without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve you of your obligations to accept remaining deliveries.
You acknowledge that you have selected and ordered goods based on your own skill and judgment and agree that you are responsible for ensuring that the goods selected are fit for your purpose. N-Zyme warrants only that such goods have been produced in accordance with N-Zyme’s standard practices with regard to materials and workmanship and no samples or prior description of goods shall constitute an express warranty. If goods are non-conforming, N-Zyme, at its option and subject to the terms of this paragraph 6 and paragraph 7, will either (i) allow you to destroy the goods and receive repayment of the price or (ii) replace the goods.
(a) THIS WARRANTY IS IN LIEU OF ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER OBLIGATION ON THE PART OF THE SELLER.
(b) N-Zyme shall have no obligation under this warranty if damage to the goods occurs because of improper handling or operation, modification of the goods, abuse, or misuse by you.
(c) No agent, employee or representative of N-Zyme has authority to bind N-Zyme to any affirmation, representation or warranty concerning the goods sold.
(d) Upon receipt, you shall inspect the goods. All notice of claims, including claims for alleged defective goods, must be made within fifteen (15) days of receipt. If no notice of claim is made within fifteen (15) days, the goods are irrevocably accepted by you and all claims against N-Zyme are waived and forever barred. You agree that any litigation or arbitration relating to any claim must be commenced within one (1) year after date of shipment by N-Zyme. You assume all liability for all damage and injury occurring before and after said time periods if notice is not made pursuant to this agreement.
7. LIMITATION OF LIABILITY/INDEMNITY.
N-Zyme’s liability on any claim for loss or damage arising out of this transaction or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Your remedies are limited to a refund of the price you paid or to replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between N-Zyme and you and constitutes the basis of the parties' bargain, without which N-Zyme would not have agreed to the price or terms of this transaction. N-Zyme shall not, under any circumstances, be liable for any charges without its prior written consent.
N-Zyme SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if N-Zyme furnishes you with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject N-Zyme to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.
In the event you modify N-Zyme goods or incorporate N-Zyme goods into another product or component part, you agree to hold harmless and indemnify N-Zyme from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) involving personal injury or property damage.
8. WAIVER AND CHOICE OF LAW.
The failure of N-Zyme to insist in any one or more instances, upon the performance of any of the Terms and Conditions as set forth herein or the failure of N-Zyme to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such terms, conditions or rights thereunder and shall not effect N-Zyme’s right to insist on strict performance and compliance with regard to any future performance of these Terms and Conditions. All transactions shall be governed by the laws of the Commonwealth of Pennsylvania, United States of America, excluding conflict law rules. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
9. DISPUTE RESOLUTION/ATTORNEYS' FEES.
Any dispute, controversy or claim arising out of or related to this transaction where the matter in controversy does not exceed the sum of $50,000, exclusive of interest and costs, shall be resolved by binding arbitration. A demand for arbitration shall be served on the other by certified mail. Within forty-five (45) days after a party demands arbitration, the parties shall select a single arbitrator. The selected arbitrator shall conduct the arbitration in a manner substantially similar to the procedures set forth in the Commercial Arbitration Rule of the American Arbitration Association ("AAA"). If the parties are unable to agree on an arbitrator, the party demanding arbitration shall file a demand for arbitration with the AAA and the arbitration shall then proceed in accordance with the Commercial Arbitration Rules of the AAA. In all circumstances, the arbitration shall take place in Bucks County, Pennsylvania, USA.
Any dispute, controversy or claim arising out of this transaction where the matter in controversy exceeds the sum of $50,000, exclusive of interest and costs, shall be adjudicated exclusively by a court of competent jurisdiction in Bucks County, Pennsylvania, USA. You consent to personal jurisdiction and venue in Bucks County, Pennsylvania, USA and agree not to take any action to challenge such jurisdiction or venue. N-Zyme may bring an action against you in any jurisdiction or venue.