Terms and Conditions.
Terms and Conditions of Sale to End Users
These Terms and Conditions of Sale (“Terms and Conditions”) govern the sale of Products (“Product” or “Products”) and provisions of Services (“Services”) by Premium Peptide Labs LLC (“PPL”) as well as by third party vendors and/or service providers of PPL.
- Application:
1.1. Unless otherwise agreed by an end user or non-appointed distributor and PPL in writing, these Terms and Conditions shall apply to all sales and deliveries to end users and non-appointed distributors who have not signed an individual purchase agreement or authorized distributor agreement with PPL (the end user or non-appointed distributor with whom PPL is contracting is hereinafter referred to as the “Customer”).
1.2. These Terms and Conditions shall apply to all business transactions between PPL and the Customer regardless of whether they are referenced in future contracts. Contrary, additional or differing terms and conditions of the Customer shall not apply unless expressly agreed to in
writing by PPL. These Terms and Conditions apply even in the event that PPL makes a
delivery to the Customer without reservations while being aware of the Customer’s conflicting or
deviating terms and conditions.
1.3. Amendments and additions to these Terms and Conditions, including to this provision, shall be made in writing.
1.4. Rights accorded to PPL according to statutory provisions beyond the scope of these Terms and Conditions shall remain unaffected.
1.5. PPL is contracting on the basis that the Products are supplied for use in the course of business and not for private use or consumption in any manner.
- Product Offering and Modification:
PPL has the right, from time to time, to add, modify or discontinue any product offering.
- Customer Responsibilities:
The Customer agrees to:
4.1. Provide correct information on all purchase orders of Products, including complete
product numbers, options, quantities and any special instructions. The Customer assumes
sole and absolute liability for any failure, by the Customer, to provide complete and
accurate information when ordering Products;
4.2. Indemnify and hold harmless PPL and its legal successors and assigns from and against
all suits, losses, claims, liabilities, costs and expenses (including attorney fees) that
PPL may sustain or incur as a direct result of any claim against PPL based upon
breach of contract, breach of warranty, strict liability in tort or any other theory of law
brought by the Customer’s officers, agents, employees, legal successors and assigns, by
the Customer’s customers, by end users, by auxiliary personnel (such as freight handlers,
etc.) or by other third parties, if and to the extent directly arising out of the Customer’s
breach of its obligations under these Terms and Conditions;
4.3. Pay any and all taxes, duties, imposts, excises, fees, charges, costs and expenses of any
type or character whatsoever, accruing, incurred, imposed or assessed in connection with
or relating, in any manner whatsoever, to the Customer’s purchase, importation,
transportation, storage, use, distribution or resale, of PPL Products.
- Orders and Acceptance:
5.1. Orders: All orders placed by Customer are subject to acceptance by PPL. No contract is
created unless and until acknowledged by PPL, either by written acknowledgment or by
dispatch of the Products and any provision otherwise, whether contained in any written
communication by the Customer or otherwise, is expressly excluded. Orders may not be canceled or rescheduled without PPL’s written consent. All orders must identify the Products and/or services, unit quantities, part numbers, applicable prices and requested delivery dates of the Products/Services being purchased.
5.2. Prices: The prices of the Products/Services are those prices specified on the quotation or order confirmation, whichever is the most recent. Pricing may be increased in the event of an increase in PPL’s cost, change in market conditions or any other causes beyond PPL’s reasonable control.
5.3. Reports: Analytical reports and other descriptions of Products in certificates of analysis,
catalogs, technical data sheets or other provided Product documentation are only approximate
unless explicitly referred to as binding. They shall not constitute any agreement or warranty of
any characteristics of the Products unless a director of PPL has expressly qualified a
description of a Product as warranty of agreement of certain characteristics and so notified the
Customer in writing.
5.4. Taxes: Unless otherwise agreed to in writing by PPL, all prices quoted are exclusive of
transportation and insurance costs, duties, and all taxes including federal, state, and local sales,
excise and value added, goods and services taxes, and any other taxes. Customer agrees to
indemnify and hold PPL harmless for any liability for tax in connection with the sale, as well
as the collection or withholding thereof, including penalties and interest thereon. When
applicable, transportation and taxes shall appear as separate items on PPL’s invoice.
5.5. Payment/Credit Terms: Payment may be made by cash, check, credit card, ACH, or wire
transfer (all fees are borne by the Customer).
- Scope of Delivery / Terms of Delivery:
6.1. Delivery and Title: All deliveries will be made “EXWORKS” place of shipment unless specified otherwise. Title and risk of loss pass to the Customer upon delivery of the Product to the carrier. PPL’s delivery dates are estimates only and PPL is not liable for delays in delivery or for failure to perform due to causes beyond reasonable control of PPL, nor shall the carrier be
deemed an agent of PPL. A delayed delivery of any part of an Order does not entitle the
Customer to cancel other deliveries.
6.2. Acceptance of Products, Delivery and Transportation: Upon the Customer’s receipt of
shipment, Customer shall immediately inspect the Product(s). Unless the Customer provides
PPL with written notice of any claim of shortages or defects in the Products forty-eight (48)
hours after receipt of shipment, such Products shall be deemed finally inspected, checked, and
accepted by Customer. In the absence of shipping and packing instructions, PPL shall use its
own discretion in choice of carrier and method of packing. PPL shall not be responsible for
insuring shipments unless specifically requested by Customer and any insurance so requested
shall be at Customer’s expense and valuation.
6.3. Termination, Cancellation and Changes: Orders cannot be terminated, canceled, or modified after acceptance of Customer’s order by PPL, except with PL’s written consent and subject to reasonable charge for expenses incurred and work executed by PPL or its suppliers. The Customer shall be obligated to accept any portion of the Products shipped or delivered by PPL pending PPL’s written approval of cancellation. Orders for custom-made material may not be canceled after PPL has been in production unless PPL agrees in writing.
6.4. Acceptance/ Returns: Customer shall perform all inspections and tests Customer deems
necessary as promptly as possible but in no event later than 30 days after delivery of Product, at which time Customer will be deemed to have irrevocably accepted the Products. Any discrepancy in shipment quantity must be reported within 7 days after delivery. All sales of Product under these Terms and Conditions are final. Customer shall not have the right to return any Product to PPL, except in the case of a defect/ quality discrepancy notified by Customer in accordance with Section 7.
- Limitation of Liabilities:
7.1. CUSTOMER SHALL NOT BE ENTITLED TO, AND PPL SHALL NOT BE LIABLE
FOR, LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR MANUFACTURING
EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COST, LOSS OF DATA,
REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF
CUSTOMERS, PUNITIVE DAMAGES, INTELLECTUAL PROPERTY INFRINGEMENT,
LOSS OF CONTRACTS OR ORDERS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY NATURE. CUSTOMER’S RECOVERY FROM
PPL FOR ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR
THE AFFECTED PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM
WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. CUSTOMER WILL
INDEMNIFY, DEFEND AND HOLD PPL HARMLESS FROM ANY CLAIMS BASED
ON (a) PPL’S COMPLIANCE WITH CUSTOMER’S DESIGNS, SPECIFICATIONS, OR
INSTRUCTIONS, (b) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN
PPL, (c) USE IN COMBINATION WITH OTHER PRODUCTS, OR (d) PPL’S
COMPLIANCE WITH APPLICABLE REGULATIONS INCLUDING BUT NOT LIMITED TO
PRODUCT USAGE AND CLAIMS.
7.2. Save as expressly provided in these Terms and Conditions, PPL makes no warranties or
representations express or implied, whether by statute or otherwise including any warranties of
merchantability satisfactory quality or fitness for a particular purpose with respect to any Product.
All such warranties are expressly disclaimed and excluded to the maximum extent permitted by
applicable law. In the event of any resale by Customer, the liability of PPL shall not be
expanded, modified or otherwise altered by any warranty offered by the Customer for the
Products.
- Compliance with Laws:
8.1. The Customer shall conduct its operations in compliance with all applicable laws and regulations of all jurisdictions having contact with the transactions contemplated by these Terms and Conditions, including without limitation in relation to therapeutic goods, drugs, poisons,
controlled substances, dangerous goods, record-keeping, document retention, trade practices and competition and consumer issues and fair trading issues in connection with the goods, their
receipt, storage and their re-supply. The Customer will, without limitation, obtain and maintain, at the Customer’s expense, all licenses, permits, registrations, authorizations, certificates, consents, waivers, receipts, qualifications, clearances and approvals of any type or character whatsoever (whether public or private) as needed to authorize, without limitation: (i) the parties’ adherence to these Terms and Conditions and performance hereunder; and (ii) the Customer’s import, storage, use, distribution, marketing, transportation and sale of the Products.
8.2. You will not make statements and will not offer or promote the Products to the general public or to customers on resale except in accordance with these Terms and Conditions and applicable laws, regulations, codes and industry standards. This includes making statements about the medical appropriateness or otherwise of PPL goods for a particular customer or for a particular purpose.
8.3. You undertake, as a precondition of the supply of goods, to maintain a current wholesale license, practicing certificate or other authorizing certification required by the relevant state or federal body and to advise PPL immediately of any changes to this status. You further indemnify
PPL with regard to any expense or liability resulting directly or indirectly from the failure to
maintain a current authorizing certification to receive and supply goods in any form whatsoever.
8.4. You must (and will ensure that any person to whom you sell or transfer the goods does) hold all licenses and authorisations and have established all workplace precautions and systems (including any required under dangerous goods legislation) to safely receive, store, use and supply the goods.
8.5. Without limiting anything in the preceding paragraphs, the Customer agrees not to engage in any activity in violation of the provisions of the Terms and Conditions or any other applicable laws or regulations prohibiting unfair, fraudulent or corrupt business practices, including legal
requirements designed to combat terrorism and terrorist activities.
- Storage, Handling and Use of the Products by Customer:
9.1. Customer agrees that Products provided by PPL under these Terms and Conditions are
For Laboratory Research Use Only – Not for Human or Animal Use.
In particular, Products of PPL may not be used for in-vitro-diagnostics, in the areas of food
production and pharmaceutical products, in medical devices or in cosmetic products, or in clinical or therapeutic use with human or veterinary subjects, or for purposes of diagnosis or treatment of a medical condition, or for any other purposes. Any form of human or animal consumption is prohibited. Resale or transfer to non-research entities is prohibited. The Customer is obliged to inform its customers, as applicable, of such limitations.
9.2. PPL does not examine the Products for their safety and effectiveness when contained or used in food, pharmaceutical products, medical devices, or cosmetics, or for commercial or other applications, unless otherwise declared in the documents provided by PPL. Customer
acknowledges that it must, properly test, use and distribute the Products purchased from PPL
and/or any and all materials manufactured by using Products purchased from PPL. It is the
responsibility of the Customer to examine existing risks and dangers and to carry out any further
research (if necessary) in order to become aware of the dangers that may arise from the use of
Products purchased from PPL. The Customer shall warn its support staff (such as transport
workers) against the risks and dangers that may be related to the storage, use or handling of the
Products.
9.3. The Customer is responsible for complying with all applicable regulatory provisions in
connection with the storage, handling and use of Products purchased from PPL.
9.4. The Customer shall verify the indications of content made by PPL if the Products purchased
from PPL are to be repacked, relabeled or used as starting materials or components for other
Products. The Customer must comply with any and all Research Use Only labeling and sales
restrictions.
9.5. If the Customer resells or distributes the Products, it shall inform its customers about the duties and warn them against the risks and dangers set forth in Section 9, paragraphs 9.1 – 9.4 of these Terms and Conditions. The Customer shall implement adequate screening and other procedures to ensure that there is no unauthorized sale to or use by its own customers with respect to the Products purchased from PPL. Supporting documentation requested or required by PPL or by applicable laws or regulations, such as end-user declarations or licenses shall be maintained by the Customer and made available to PPL upon request. If engaging in any manner with a third-party distributor or reseller, the Customer is responsible for ensuring compliance with the ‘Research Use Only – Not for Human or Animal Use’ labeling and sales compliance. The Customer shall immediately contact PPL should it require further information concerning the safe use, storage, handling or transportation of the Products.
9.6. If the Customer elects to modify, relabel, or provide their own primary Product packaging label for the Products, the Customer will be responsible for ensuring the accuracy of the information contained on these Product labels and for the compliance of all such labels with regard to the Terms and Conditions and any applicable governmental rules and regulations, including proper ‘Research Use Only – Not for Human or Animal Use’ labeling. Customer acknowledges that PPL shall not be held liable for any losses, damages, claims, actions, judgements, settlements,penalties, fines, costs, or expenses of any kind relating to, arising out of or resulting from the use of such labels on the Products.
- Indemnification:
CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS PPL AND ITS
MEMBERS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND
PERMITTED ASSIGNS (COLLECTIVELY, “INDEMNIFIED PARTY”) AGAINST ANY AND
ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, ACTIONS,
JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, OR
EXPENSES OF WHATEVER KIND, INCLUDING WITHOUT LIMITATION REASONABLE
ATTORNEYS’ FEES, RELATING TO, ARISING OUT OF OR RESULTING FROM: THE
PRODUCTS PURCHASED BY CUSTOMER FROM PPL AFTER DELIVERY OF THE
PRODUCTS TO CUSTOMER (INCLUDING, WITHOUT LIMITATION, RECEIPT,
POSSESSION, CONTROL OVER, USE, HANDLING, LABELING, STORAGE,
PROCESSING, DISPOSAL, RESALE, OR TRANSPORTATION OF THE PRODUCTS); OR
CUSTOMER’S NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF THESE TERMS
AND CONDITIONS. CUSTOMER SHALL HAVE NO SUCH OBLIGATIONS FOR ANY
CLAIMS TO THE EXTENT PROVEN TO HAVE DIRECTLY RESULTED FROM THE
NEGLIGENCE OR WILFUL MISCONDUCT OF AN INDEMNIFIED PARTY.
- No Waiver:
No delay on the part of PPL in the exercise of any right or remedy shall operate as a waiver
thereof, and no single or partial exercise by PPL of any right or remedy shall preclude such
party from any further exercise of the right or remedy, or the exercise of any other right or
remedy.
- Force Majeure:
12.1. If PPL is prevented by force majeure from performing its contractual obligations, in particular from delivering the goods, PPL will be released from its obligation to perform for the duration of the impediment and for a reasonable start-up period without being liable towards the Customer for damages. The same applies if the performance of its obligations by PPL is unreasonably impeded or becomes temporarily impossible because of unforeseeable circumstances for which PPL is not responsible. Such causes include, but are not limited to, acts of God, actions of the elements, including floods and other natural disasters, fires, explosions, lockouts, strikes, wars, riots, civil commotion, epidemic, embargoes, failure to obtain export licenses or import authorizations, transportation delays and acts of government, energy shortfalls, suppliers’ delivery problems or substantial interruptions of operations. PPL shall promptly notify the Customer of such interference, including, without limitation, a detailed description thereof, the date of commencement of such interference and the estimated duration thereof.
12.2. PPL shall be entitled to terminate the contract if such interference persists for more than ninety (90) days and PPL has no longer an interest in performance of the contract due to such
interference. After expiration of such period, at the Customer’s request, PPL shall declare
whether it intends to exercise its rescission right or deliver the Products within a reasonable
period of time.
12.3. In no event shall PPL be liable to the Customer for any claims, damages, costs or expenses arising out of or related to PPL’s inability to timely ship Products or fulfill purchase orders due to a force majeure event.
- Confidentiality:
The Customer agrees for itself and its employees, agents and representatives that the Customer shall not disclose to any third party and shall maintain as confidential any and all confidential information provided to the Customer by PPL. Such confidential information shall include, without limitation, information concerning PPL’s or its affiliates’ business, finances, proposed Products, product development, marketing and/or sales plans, contracts, these Terms and Conditions, business or operational know-how and any other information deemed confidential by PPL.
- Governing Law:
The laws of the State of Florida will exclusively govern any dispute between PPL and
Customer without regard to its conflict of law provisions. All actions or proceedings arising
directly or indirectly here from shall be litigated only in the courts of the State of Florida or
United States federal courts located therein and the parties hereby consent to the jurisdiction and venue of such courts.
- Miscellaneous:
15.1. The captions in these Terms and Conditions are for convenience only and do not affect the
interpretation of these Terms and Conditions.
15.2. The Customer’s obligations under Sections 10 (Indemnification), 7 (Limitations of Liabilities), 13 (Confidentiality) and 15 (Miscellaneous) of these Terms and Conditions shall survive the expiration or termination of the parties’ relationship.
15.3. The Customer shall pay PPL all damages, costs and expenses (including reasonable attorney’s fees) incurred by PPL in obtaining injunctive or other relief for the enforcement of any
provision of these Terms and Conditions.
15.4. If any provision of these Terms and Conditions should be or become wholly or partially void, ineffective or unenforceable, the validity, effectiveness and enforceability of the other provisions of these Terms and Conditions shall not be affected thereby. Any such void, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of the void, ineffective or unenforceable provision.
By signing below, you acknowledge you have read, understood, and accepted this terms and conditions and that you are legally bound by the Terms and Conditions of Sale as set forth in this agreement.