Standard Terms And Conditions of Quotation and Sale

1. COMPLETE TERMS. Sales and quotations by ChemPure Brand Chemicals, a Michigan based company, (“ChemPure”), are governed by these Standard Terms and Conditions of Quotation and Sale (“Terms and Conditions”). This is an offer with ChemPure customers’ (“Buyers”) acceptance of all of the Terms and Conditions. This is the final and complete statement of all Terms and Conditions of the purchase agreement stated herein this document. Any representations, promises, warranties, or statements that are not contained here are void. These Terms and Conditions can be modified, waived, or amended only by a written addendum signed by officers both Buyer and ChemPure.

2. ORDERS. The Buyer initiates a purchase order (“Order”) to ChemPure to this agreement. Orders will identify the specific chemicals offered by ChemPure, items offered by ChemPure (“Product”), unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. Orders can be submitted via telephone, mail, fax, email, or ChemPure internet website.

3. QUOTATION OF PRICE. All written quotations of price (“Quote”) made by ChemPure will be valid for a period of thirty (30) days without exception from time Quote has been generated by ChemPure. ChemPure will make every reasonable effort for timely delivery of Quote to customer however ChemPure does not assume responsibility for delays in receipt of quotations to Buyer unless otherwise stated hereunder in these Terms and Conditions. ChemPure under any circumstance will not honor or provide verbal quotations of price.

4. TERMS OF PAYMENT. Terms of payment shall be as set forth on ChemPure documentation acknowledging Buyer’s Order or documentation provided to Buyer upon Buyer’s receipt of Products (“Invoice”). If Buyer fails to pay any sum owed hereunder when due, interest shall accrue to ChemPure’s credit on such sum at the rate of 1•••% compounded per month or the highest rate allowed by law, whichever is lower. If ChemPure, in its sole discretion, finds it necessary to employ an attorney to collect any past due sum owed hereunder, it may collect, in addition to any other sum owed hereunder, all applicable attorney’s fees and costs. Credit cards accepted are MasterCard, Visa and American Express. COD orders have no minimum and must be paid with certified funds (certified check, money order or cashier’s check). Payment of any additional COD charges or shipping charges as a result of COD by carrier will be the sole responsibility of the Buyer. There is a $35.00 service charge on all returned checks.

5. CANCELLATION. Buyer may, without charge, cancel an Order for standard Products provided such order has not begun production and if cancellation request is received fourteen (14) business days prior to delivery date. Buyer requests to cancel an order for standard Products already in production or if written notice of cancellation is received by ChemPure less than fourteen (14) days prior to delivery date in writing may be accepted by ChemPure in its sole discretion, which acceptance will be subject to Buyer’s payment of reasonable termination charges as determined by ChemPure. Buyer may not cancel or terminate any non-standard Products, custom blended Products or any specialty chemical except with written consent from ChemPure and only then upon payment of reasonable termination charges as determined by ChemPure.

6. RETURNS. Any request to return a product must first be approved by our customer service department. Any unapproved return will be rejected. Return shipments must be properly packaged in accordance with all DOT and shipment regulations. Catalog items may be returned with prior approval, subject to a restocking fee and return transportation costs. Certain items and quantities may not be returned for credit or under any circumstances. These items include, but are not limited to: diagnostic reagents, refrigerated or frozen products; reagents and standards which have passed their expiration dates; custom products or special orders; products missing labels, Any returned items may be subject to a 20% processing fee and must be returned within 90 days of purchase.

7. FINANCIAL RESPONSIBILITY. Any credit terms offered by ChemPure are available only for so long as Buyer complies with all of its obligations under these Terms and Conditions, including, without limitation, the provisions requiring timely payment of Invoices within stated terms. If credit terms are no longer available, Buyer shall pay cash in advance for all purchases. If ChemPure shall have any doubt at any time as to Buyer’s financial responsibility, ChemPure, at its option and its sole discretion, either may (a) decline to make further shipments except upon receipt of cash in advance or upon giving of other security satisfactory to ChemPure, or (b) terminate this sale. Nothing in this paragraph is intended to affect the obligation of Buyer to accept and pay for the Products.

8. NO DEDUCTION. Buyer shall not be entitled to deduct from the price invoiced to it by ChemPure the amount of any claim asserted by Buyer against ChemPure, unless such claim shall have been allowed, in writing, by ChemPure. The provisions of the preceding sentence are of the essence of this sale.

9. LIMITED WARRANTY. THE WARRANTIES SET FORTH OF QUALITY ARE EXTENDED IN LIEU OF AND TO THE EXCLUSION OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE BELOW WARRANTIES RUN ONLY TO THE BUYER HEREUNDER; THEY ARE NOT INTENDED TO, AND DO NOT, RUN TO ANY SUBSEQUENT BUYER, NOR MAY THEY BE TRANSFERRED TO ANY OTHER PERSON, UNLESS OTHERWISE SPECIFICALLY STATED IN WRITING BY AN OFFICER CHEMPURE. ChemPure Brand Chemicals warrants to the original purchaser that the unopened chemicals meet or exceed the stated quality specifications thirty days from the date of shipment. Proper handling, storage and safety are the responsibility of the Buyer. If the quality of a product is in question, ChemPure will re-evaluate the lot number internally, also may require an unopened specimen from the Buyer and assess the product compared to the specifications. A return authorization would be required along with the initiation of a correct actions report. Expiration dates or retest dates meet the contained quality of the products. Some Chemicals expire at the expiration date and others can be retested for an extended period. The foregoing shall constitute the exclusive and initiate the sole remedy by the purchaser for any breach by ChemPure of this warranty. This warranty does apply to any chemical purchased from ChemPure brand labeled and excludes all non-ChemPure supplied products. The Buyer agrees hereunder that ChemPure reserves the right to void any warranty, written or implied, if upon ChemPure’s examination of Product shall disclose to ChemPure’s satisfaction that the Product did not fail due to accident, misuse, neglect, abuse, alteration, improper handling, or contamination by the Buyer or agent of the Buyer. ChemPure shall not be liable under any circumstances for indirect, special, consequential, or incidental damages in connection with, or arising out of, the sale, performance, or use of the chemicals covered by this warranty. ChemPure does not recommend, warrant or assume responsibility for the use of its products outside the controlled use in a laboratory, production or an industrial applications. The Products are intended for laboratory or industrial use. ChemPure’s warranties are herein above set forth shall not be enlarged, diminished or affected by, and no obligation or liability shall arise or grow out of ChemPure’s rendering of technical advice in connection with Buyer’s order of the Products furnished hereunder. Continued use or possession of Products after thirty one (31) days after the initial shipping date shall be conclusive evidence that the Products meet the quality requirements to the full satisfaction of Buyer. ChemPure makes no warranty as to experimental, non-standard or developmental Products.

10. EXCLUSIVE REMEDIES. If the Products furnished by ChemPure fail to conform, ChemPure’s sole and exclusive liability shall be (at ChemPure’s option) to replace or credit Buyer’s account for any such Products which are returned by Buyer during the applicable warranty period set forth above, provided that (i) ChemPure is promptly notified in writing upon discovery by Buyer that such Products failed to conform to this contract with a detailed explanation of any alleged deficiencies, (ii) such Products are returned to ChemPure, F.O.B. ChemPure’s warehouse, and (iii) ChemPure’s examination of such Products shall disclose to ChemPure’s satisfaction that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, abuse, alteration, improper handling, or improper testing. If ChemPure elects to replace such non-conforming Products, ChemPure shall have a reasonable time to adjust inventory to replace such Products. ChemPure also reserves the right, at its sole discretion, to credit the Buyer’s account of any shipping charges in whole or in part incurred by the Buyer associated with the return of Products to ChemPure’s warehouse. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF CHEMPURE AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO, AND IN NO EVENT SHALL CHEMPURE BE LIABLE FOR SPECIAL, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

11. PRODUCT RETURNS. All returns will be processed at the sole discretion of ChemPure. Buyer is deemed to have accepted the Products unless written notice of rejection is received by ChemPure within twenty one (21) days after delivery. Buyer waives any right to reject or revoke acceptance thereafter. Buyer is responsible for contacting ChemPure for a return authorization and all shipping costs to return Products to ChemPure’s warehouse in Westland, MI. Any loss or damage of Product during shipping from Buyer’s facilities to ChemPure’s warehouse will be the sole responsibility of the Buyer. ChemPure strongly suggests that Buyer purchase insurance from carrier to insure Products during shipping. Products must be returned in new condition with all previously included paperwork and accessories. A 25% restocking fee will be applied to the Buyer by ChemPure for the returned Products in like new condition.

12. DATA ERRORS AND OMISSIONS. ChemPure makes every effort to ensure the accuracy of the information published in its catalogs, by its distributors or on the Internet site. The documents and graphics published may contain technical inaccuracies or typographical errors. ChemPure makes no representations about the information and graphics presented. All such documents and graphics are provided “as-is” without warranty of any kind.

13. INDEMNIFICATION. Buyer agrees to hold harmless, indemnify, and defend ChemPure and any of its employees, directors, officers, agents, or successors from any and all fault, liabilities, costs, expenses, claims, demands or lawsuits asserted by any person or entity that the warranties, remedies, limitations, disclaimer of warranties and liabilities of ChemPure are other than that as specifically set forth herein or by reason of any warranty, express or implied, or remedy for breach of warranty extended by Buyer, which is more favorable than the warranties and remedies set forth herein.

14. PRODUCT APPLICATION INDEMNIFICATION. Buyer agrees to indemnify and hold harmless ChemPure and any of its employees, directors, officers, agents or successors from any and all fault, liabilities, costs, expenses, claims, demands or lawsuits, whether arising in tort or contract, against Buyer and/or ChemPure, including Attorney’s fees, expenses and costs, arising out of the application of ChemPure’s Products to Buyer’s designs and/or Products, or ChemPure’s assistance in the application of ChemPure’s Products.

15. TITLE. ChemPure warrants it has and will convey Products and marketable title to the Products.

16. CONFIDENTIAL INFORMATION. – ChemPure and Buyer mutually agree to hold confidential or proprietary information or trade secrets (“Confidential Information”) in trust and confidence without restriction and mutually agree that Confidential Information shall be used only for the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party unless ChemPure or Buyer can document said Confidential Information (a) is in the public domain through no fault of either ChemPure or Buyer, (b) was properly known to receiving party, without restriction, prior to disclosure by disclosing party, (c) was properly disclosed to receiving party by another person or entity or (d) has been subpoenaed or officially requested by a court of law or other duly authorized agent of the court. Confidential Information may be furnished in any tangible or intangible form including, but not limited to, writings, drawings, presentations, computer tapes and other electronic media, samples, demonstrations, video and verbal communications. This provision shall survive the expiration, termination or cancellation of this Agreement.

17. DELIVERY. Delivery shall be F.O.B. ChemPure’s Distribution locations or partners (unless otherwise specified on documentation acknowledging Buyer’s order), whereupon title shall pass to Buyer. Every effort will be made to effect delivery at the desired time, but delivery dates are not guaranteed. Hazard Fees will be applied to all shipments containing a hazardous chemical Products as defined by the GHS and the DOT.

18. SHIPMENT DAMAGE. Products shipped from ChemPure’s distribution locations are carefully packed in compliance with carrier and DOT requirement. Claims for loss or damage in transit must be made with the carrier by Buyer. All shipments should be fully unpacked and inspected immediately upon receipt. It is important to keep the shipping carton, packing material and all parts intact for inspection by the carrier’s agent. Visible Loss or Damage. Any external evidence of loss or damage must be noted on the freight bill or carrier’s receipt and signed by the carrier’s agent. Failure to do this may result in the carrier refusing to honor the claim.

19. DELAYS, CONTINGENCIES AND FORCE MAJURE. In the event ChemPure is forced to shut down or curtail its production or is unable to ship at the time specified because of fire, flood, windstorm, or other act of God, accident, fire, explosion, labor disturbance, act of any government or any agency or subdivision thereof, judicial action, sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, technical failure, shortage of raw materials, labor, machinery, energy, or transportation, including, but not limited to, railcar shortages or any cause whether or not similar to the causes listed above, beyond ChemPure’s reasonable control, ChemPure reserves the right, at its option, to cancel this order (in either case without any liability to ChemPure or Buyer whatsoever). In no event shall ChemPure be obligated to purchase material from others to enable ChemPure to deliver Products to Buyer hereunder. During the period of such contingency, ChemPure shall have the right to allocate its available supply among its buyers in ChemPure’s sole discretion.

20. DEFAULT. Buyer will be in default if (a) Buyer fails to pay to ChemPure any amount when due under this agreement, (b) Buyer fails for a period of five days after receiving written notice from ChemPure to fulfill or perform any provisions of this agreement (other than the prior provision relating to due date of payments), (c) Buyer becomes insolvent or bankrupt, or a petition therefore is filed voluntarily or involuntarily and not dismissed within thirty days from filing, or (d) Buyer makes a general assignment for the benefit of its creditors, or a receiver is appointed, or a substantial part of Buyer’s assets are attached or seized under legal process and not released within thirty days thereafter. Upon Buyer’s default, ChemPure may, at its option, without prejudice to any of its other rights and remedies, and without demand for payments past due, (a) make shipments subject to receipt of cash in advance, (b) terminate this agreement and declare immediately due and payable the obligations of Buyer for Products previously shipped, notwithstanding any other provision in these terms and conditions, (c) demand reclamation of unpaid Product, or (d) suspend any further deliveries until the default is corrected, without releasing Buyer from its obligations under this agreement. In any event, Buyer shall remain liable for all loss and damage sustained by ChemPure because of Buyer’s default.

21. TAXES. All sales tax, excise taxes, or other forms of taxes levied against this transaction shall be paid by Buyer over and above all other sums Buyer is or may become obligated to pay hereunder. These taxes are in addition to the purchase price of the Products subject to an order. If you are exempt from tax, an original signed tax exemption certificate must be sent to ChemPure. Without a valid signed tax exemption certificate on file at ChemPure, all applicable taxes will be charged to the Buyer.

22. MUTUALITY. All debts and obligations of Buyer and ChemPure to each other are mutual and subject to setoff. For purposes of this paragraph, “Buyer” and “ChemPure” shall be deemed to include each party’s respective subsidiaries and affiliates which directly or indirectly control or are controlled by that party through 100% equity ownership.

23. GOVERNING LAW; VENUE AND JURISDICTION. All issues concerning the formation, performance, or interpretation of any contract regarding this sale shall be governed by the laws of the state of Michigan, and any dispute between ChemPure and Buyer will be resolved in Wayne County, Michigan, the prevailing party in that dispute entitled to its costs and reasonable attorneys’ fees.

24. SEVERABILITY OF TERMS. If any phrase, clause or provision shall be declared void, the validity of any other provisions shall not be affected thereby.