UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS OF SALE (“TERMS AND CONDITIONS”):
1. GENERAL
STEMart, Inc. ("Seller") hereby offers for sale to the buyer named in the order ("Buyer") the products listed on the face thereof (or on an electronic acknowledgement) (the "Products") on the express condition that Buyer agrees to accept and be bound by the terms and conditions set forth herein. Any provisions contained in any document issued by Buyer are expressly rejected and if the terms and conditions in this Agreement differ from the terms of Buyer's offer, this document shall be construed as a counteroffer and shall not be effective as an acceptance of Buyer's document. Buyer's receipt of Products or Seller's commencement of the provision of goods or services hereunder will constitute Buyer's acceptance of this Agreement. This is the complete and exclusive statement of the contract between Seller and Buyer with respect to Buyer's purchase of the Products. No waiver, consent, modification, amendment or change of the terms contained herein shall be binding on Seller unless in writing and signed by Seller and Buyer. Notwithstanding the foregoing, Seller reserves the right to make changes to these Terms and Conditions of Sale at any time by posting such changes here, and such changes shall apply to orders of Products made by Buyer thereafter. Seller's failure to object to terms contained in any subsequent communication from Buyer will not be a waiver or modification of the terms set forth herein. All orders are subject to acceptance in writing by an authorized representative of Seller. Seller reserves the right to reject any order for any reason. By purchasing products from Seller, Buyer agrees that it is purchasing the Products only for its own use and not for purposes of resale. Products purchased pursuant to these Terms and Conditions may not be sold or transferred to any person or entity for purposes of resale. Seller reserves the right to take any action it deems necessary to address Buyer’s violation of these terms, including, but not limited to, the suspension of Buyer’s ability to purchase Products.
2. PRICE
All prices published by Seller or quoted by Seller's representatives may be changed at any time without notice. All prices quoted by Seller or Seller's representatives are valid for thirty (30) days, unless otherwise stated in writing. All prices for the Products will be as specified by Seller or, if no price has been specified or quoted, will be Seller's price in effect at the time of shipment. All prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of Seller's original price quotation. LIST PRICES MAY VARY FROM THE PRICE DISPLAYED ON THE WEBSITE FOR CERTAIN PRODUCTS.
3. TAXES AND OTHER CHARGES
Prices for the Products exclude all sales, value added, and other taxes and duties imposed with respect to the sale, delivery, or use of any Products covered hereby, all of which taxes and duties must be paid by Buyer. If Buyer claims any exemption, Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.
4. TERMS OF PAYMENT
Seller may invoice Buyer upon shipment for the price and all other charges payable by Buyer in accordance with the terms on the face hereof. If no payment terms are stated on the face hereof, payment shall be net thirty (30) days from the date of invoice. If Buyer fails to pay any amounts when due, Buyer shall pay Seller interest thereon at a periodic rate of one and one-half percent (1.5%) per month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller's rights hereunder. Seller reserves the right to require from Buyer full or partial payment in advance, or other security that is satisfactory to Seller, at any time that Seller believes in good faith that Buyer's financial condition does not justify the terms of payment specified. All payments shall be made in U.S. Dollars.
5. DELIVERY; CANCELLATION OR CHANGES BY BUYER; RETURNS
a. Delivery. The Products will be shipped to the destination specified by Buyer, Free Carrier on Board (FCA, as defined in Incoterms® 2020) Seller's shipping point. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Seller reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller's reasonable control. In the event of a delay due to any cause beyond Seller's reasonable control, Seller reserves the right to terminate the order or any part of the order so affected, or to reschedule shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Buyer's control may be placed in storage by Seller at Buyer's risk and expense and for Buyer's account.
b. Cancellations. Orders in process may be canceled by Buyer only with Seller's written consent and upon payment of Seller's cancellation charges. Orders in process may not be changed by Buyer except with Seller's written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price therefore. Credit will not be allowed for Products returned without the prior written consent of Seller.
c. Returns. If we’re even having this conversation, that probably means you’ve made a purchase from us and a big thank you is due! At STEMart, making you happy is very important to us. We want you to love your purchase and sing our praises. Here is how we tackle problems as they come up: If we goofed and sent you the wrong item, then we’ll cover the return shipping fees and send you the correct item. In the event that your purchase did not live up to your expectations and you would like to make a return or refund, we ask you to please notify us within two weeks of receiving it. We will set you up with a return authorization number and all the information you need to ship it back.
No hassle.
There are a few exceptions though:
• Consumables that are sterile and some glass products cannot be returned for a refund.
• Large equipment items and those things are typically customized.
• We do not accept product returns without first contacting us and applying for/receiving an RA (return authorization) number.
• If you are returning a used piece of equipment, you must first complete our decontamination protocol. No refunds will be honored for any item shipped back "dirty".
Products returned for a refund or store credit must be in excellent condition and in the original packaging. In all cases where a store credit or refund is issued, we ask that you please allow up to 14 business days for the funds to post to your account.
6. TITLE AND RISK OF LOSS
Notwithstanding the trade terms indicated above and subject to Seller's right to stop delivery of Products in transit, title to and risk of loss of the Products will pass to Buyer upon delivery of possession of the Products by Seller to the designated carrier; provided, however, that title to any software incorporated within or forming a part of the Products shall at all times remain with Seller or the licensor(s) thereof, as the case may be.
7. EXPORT RESTRICTIONS
Buyer acknowledges that each Product and any related software and technology, including technical information supplied by Seller or contained in documents (collectively "Items"), is subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the "EAR"), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Buyer shall comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. Buyer shall not, without first obtaining the required license to do so from the appropriate U.S. government agency; (i) export or re-export any Item, or (ii) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government. Buyer shall cooperate fully with Seller in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Seller harmless from, or in connection with, any violation of this Section by Buyer or its employees, consultants, agents, or customers.
8. AUTHORIZED USE OF PRODUCTS
Products sold by Seller are intended solely for the use(s) specified by the manufacturer and are not to be used for any other purposes including, but not limited to, unauthorized commercial purposes. Buyer warrants and represents that it will properly test, use, qualify, and/or validate each Product for intended use, and, to the extent authorized, manufacture and market any final articles made from Seller’s Products in accordance with the practices of a reasonable person who is an expert in the field, and in strict compliance with all applicable national, state and local laws and regulations. Buyer acknowledges and understands that the purchase of Products only conveys to Buyer the non-transferable right for only the Buyer to use the Products purchased in compliance with the applicable manufacturer's Published Restricted User Statement, Limited User Statement, Limited License, if any. All such statements or licenses are incorporated by reference herein and in any Order as if set forth therein in their entirety. Buyer is solely responsible for conducting any research necessary to learn the hazards involved for any of its intended uses of the Products purchased from Seller and to properly warn its customers, employees and other personnel who may be exposed to such Products of any risks involved in using or handling the Products.