General Terms & Conditions
THE COMPANY, PRODUCTS AND THE CUSTOMER
BioWorld (the Company) is a DBA of Genelinx International, Inc., and an Ohio corporation, which sells molecular life sciences products to any business entity purchasing products from the Company. The term “Products” refers to the company’s products, which are being purchased by Customer.
ACCEPTANCE OF THE PURCHASE ORDER:
Any order for the purchase of Products from the Company subject to the Terms and Conditions set forth herein and to the acceptance by the Company in writing. Any conflicting terms and conditions in a purchase order using customer form of purchase order or any other written instrument which conflict with the Terms and Conditions set forth herein shall not be binding on the company unless agreed to in writing by the company in advance. Minimum Purchase order is billed at $50.00 plus shipping cost.
Purchase orders are not subject to cancellation or modification by the customer, in whole or in part, after Company’s acceptance of the purchase order, except in the case where prior written authorization is obtained.
The prices set forth on a purchase order and accepted by the company shall be final and any transportation charges shall be due at the date of shipment. Unless otherwise indicated on the face of a purchase order accepted by the company, all prices are F.O.B. point of shipment and do not include any cost for freight, which shall be added as per the shipping estimated cost. The shipping cost may be prepaid for the customer account, any costs or charges for insurance or any applicable sales, transfer, excise or other taxes, tariffs or custom duties, all of which are the responsibility of the customer whether paid by the company or by the customer. Minimum order price ($50.000) applies to all orders.
Payment shall be due thirty (30) days from date of invoice submitted by the Company to Customer unless otherwise agreed in writing by the Company. All past-due amounts shall bear interest at the rate of 1.5% per month or 18% per annum until paid in full. The Customer shall pay the company’s costs of collection of any past-due amounts including the Company’s reasonable attorneys’ fees.
If the Customer fails to fulfill the Company’s terms of payment or if the financial or business condition of the Customer shall become impaired or unsatisfactory to the Company, the Company may refuse further shipments to the customer until such payments are made in full. Shipments and deliveries shall at all times be subject to approval by the Company of the Customers credit. Refusal to furnish such credit information shall entitle the Company to defer any shipments until such information is furnished.
Delivery dates set forth on a Purchase order and accepted by the Company are subject to change and are predicated on conditions existing at this particular time. The Company does not guarantee any delivery dates and shall not be responsible for any loss or damage of any kind or nature caused by such delay in delivery irrespective of the cause of such delay.
The Company shall not be liable for any delay in the company’s performance due to fires, strikes, labor disputes, war, terrorist acts, civil commotion, embargoes, floods, delays in transportation, shortages or failure of supply, fuel, power of transportation, breakdown of equipment, acts of God, or other circumstances beyond the company’s reasonable control.
The company warrants that all Products purchased by the customer will conform to applicable Product specifications at the time of delivery to the customer. THE COMPANY MAKES NO OTHER WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING HEREBY EXPRESSLY EXCLUDED. IT IS THE SOLE RESPONSIBILITY OF THE CUSTOMER TO DETERMINE THE ADEQUACY OF ALL PRODUCTS PURCHASED BY THE CUSTOMER FOR ANY INTENDED SPECIFIC PURPOSE OR USE.
The customer shall inspect and accept or reject Products purchased from the Company within three (3) days after delivery thereof to the Customers location, and all Products delivered shall be deemed accepted by the customer and in conformance with specifications unless specific objection or notice of non-conformity is given to the Company in writing within such 3-day period. All non-conforming Products rejected by the Customer must be returned to the Company in the condition delivered to the Customer after obtaining direction from the Company for the return of the defective Products. Any product purchased by mistke of the Customer and is returned, it will be credited after deducting the restocking fee of 25%.
The Customer’s sole remedy, and the Company’s sole liability for any defective goods rejected by the Customer, shall be limited to replacement of the Products or, at the Company’s option, refunding the portion of the price of such Products. In no event shall the Company’s liability for any claim, loss, costs or damages relating to any Products shipped, stored, sold or delivered hereunder exceed the purchase price therefore, nor shall the company be liable for any loss, charges or damages resulting from its inability to procure any Products ordered by the company or for delays or failure to deliver Products hereunder
The Customer will keep in strictest confidence all Confidential Information that is disclosed to the Customer by the Company, whether or not such information is marked as “confidential.” In the event of an actual or threatened breach of this covenant, the Company shall be entitled to injunctive relief restraining the Customer from disclosing Confidential Information. Confidential Information includes but is not limited to any information not generally known to the public which, if misused or disclosed, could have a reasonable possibility of adversely affecting the business of the Company (a) products, marketing, sales, services, financial information and practices; (b) compilations of data or information concerning the Company’s business; (c) the names and business of the Company’s suppliers and and (d) confidential, proprietary, or trade secret information submitted by the Company’s other suppliers, employees, or consultants to the Company for study, evaluation or use. Such information strictly belongs to the Company.
No agreement or understanding, oral or written, purporting to modify these Terms and Conditions, whether contained in the Customers purchase order or elsewhere, shall be binding on the Company unless made in writing and accepted in writing by the Company.
Any dispute which arises between the company and the Customer concerning these Terms and Conditions or any other aspect of their relationship shall be interpreted, and construed in accordance with the laws of the State of Ohio. The Company and the Customer hereby irrevocably consent to the exercise of personal jurisdiction by the U.S. District Court for the Central District of Ohio. Attorneys’ fees and costs incurred by the company in connection with any legal action or proceeding with respect to the collection of any invoices, which are in arrears, shall be the responsibility of the Customer.
The Products of the Company which may be analytical or diagnostic reagents, as defined in the federal food, drug and cosmetic act, are for investigational use only in laboratory research animals or testing in vitro, and are not for drug, new drug, veterinary drug, food, food additive or human use. All products are distributed and sold for chemical purposes only, not for drug use or for application to or ingestion by humans or for commercial horticulture use, for pesticide use, for application to or ingestion by animals or for veterinary drug use. It is understood by the Customer that all products sold by the Company shall be used by qualified professionals only. The burden for safe use and handling of all products sold by the Company to the Customer is entirely the responsibility of the customer. Customer must consult MSDS for all chemicals, and the absence of hazardous warnings does not imply non-toxicity. Any resale, distribution and/or export of products sold by the Company to the Customer outside the USA must be strictly in accordance with US laws and United Nations regulations to the movement of such goods.