Terms and Conditions
PRICES AND TERMS: Prices are quoted in U.S. dollars. Pricing and information are subject to change without notice and must be verified at time of order. Unless specified in an existing contract or agreement,
Domestic shipments are shipped FOB Memphis TN or Boca Raton FL and International shipments are shipped FCA Memphis, TN U.S.A. with freight prepaid and added to invoice with Meridian Life Science, Inc. reserving the right to choose shipment method. Confirming purchase orders should be clearly marked “Confirming”. The terms and conditions set forth here apply to all purchase orders received by Meridian Life Science, Inc. Any acceptance of the offer to sell contained herein is limited to acceptance of the terms contained herein. Any proposal for additional or different terms or any attempt by the customer to vary any of the terms in the customer’s acceptance by purchase order or otherwise, shall not operate as rejection of this offer to sell, it shall be deemed acceptance by the customer without those additional different terms.
PAYMENT: Terms are strictly Net 30 days and all payments must be made in the currency indicated on the invoice; A 1.5% monthly late charge on account balances over 30 days will be added to your account; If collection of past due accounts requires attorney involvement, the customer will be responsible for all fees and court costs. Payment is accepted by the following methods, (please inquire for specific details).
BULK QUOTATIONS AND CONTRACTS: Quantity discounts are available for individual bulk orders or annual contracts. Please call for more specific information.
PRODUCTS SPECIFICATIONS: Specification sheets or certificates of analysis are available on all products. Please call Customer Service Department or visit our website: www.meridianlifescience.com. Any emailed or website viewed specification sheet or certificate of analysis is lot specific information. If this lot is not available at time of order, we will then provide you with the current lot.
GUARANTEE: Meridian Life Science, Inc. guarantees shipments to arrive in proper preserved condition at customer's first receiving point. Products damaged in transit will be replaced at no charge providing:
CONDITIONS - Warranty and Limitation of Liability: All Meridian Life Science, Inc. products are warranted to meet specifications as stated on the certificate of analysis that ships with the product. Products not meeting such specifications and returned to Meridian Life Science, Inc. within 10 days of shipment will be replaced with like material or at Meridian Life Science, Inc.'s option the purchase price will be refunded. Replacement or refund will not be made for materials rendered defective due to improper storage, alteration, or storage beyond normal shelf life. Unless otherwise expressly stated, all products listed herein are supplied for research use or further manufacturing and should not be used for human therapeutic or diagnostic applications. The entire risk as to the performance of this product is assumed by customer. Seller shall not be liable for indirect, special or consequential damages resulting from use of the product. Any implied warranties relating to the product, including any implied warranties of merchantability and fitness for a particular research use or other purpose, are disclaimed. THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MERIDIAN LIFE SCIENCE, INC. BE RESPONSIBLE FOR LOSS OF BUSINESS OR MATERIALS, LOST PROFITS, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURIES RESULTING FROM USE OF THE PRODUCTS.
RETURNS: No returns will be accepted without prior approval from Meridian Life Science, Inc. in the form of an assigned Return Authorization Number. Unauthorized returns are not eligible for credit and are subject to be returned to the sender, freight collect. Meridian Life Science, Inc. must be notified by Customer within ten (10) days of shipment of order. All shipping costs and a 25% restocking fee will be billed for any authorized returns, unless products were defective or shipped in error. No return of products will be authorized if product meets specifications prior to shipment.
CONDITION OF SALE: Products are “For Research Use or for Further Manufacturing”. Products are not for resale to countries, person and entities currently under sanctions established by the United States Department of Treasury Office of Foreign Assets Control or to countries, persons and entities under trade ban by the United States Department of Commerce Office of Export Enforcement.
COST OF COLLECTION: If Customer defaults with respect to any payment described here and above, it shall pay Meridian Life Science, Inc. for all costs and expenses, including legal expenses and attorney’s fees, incurred by Meridian Life Science, Inc. in exercising any of its rights or remedies.GENERAL CONDITIONS:
(a) No agent, salesman or other party is authorized to bind Meridian Life Science, Inc. by an agreement, warranty, statement, promise or understanding not herein expressed.
(b) The sale of the goods pursuant to this order shall be governed by the laws of the State of Ohio, without reference to the principles of conflict of laws and the United Nations Convention for the International Sale of Goods shall not apply to the terms hereof. Any suit, action or proceeding arising out of the sale hereof shall be instituted by either party in the courts of the State of Ohio, Hamilton County, or United States District Court for the Southern District of Ohio, Western Division and Meridian Life Science and Customer irrevocably and unconditionally submit and consent to the jurisdiction and venue of any such court for such purpose, and each waives any obligation it may have as to the venue of any dispute arising out of or in connection with this transaction.
(c) In addition to the rights and remedies conferred upon Meridian Life Science, Inc. by law, Meridian Life Science, Inc. shall not be required to proceed with the performance of any order or contract with Customer, and in case of doubt as to Customer’s financial responsibility, shipments under this order may be suspended or payment may be required prior to shipment.
(d) Any clerical errors are subject to correction.
(e) No delay or omission by Meridian Life Science, Inc. in exercising any right or remedy provided for herein shall constitute a waiver of such right or remedy and shall not constitute a bar to or a waiver of any such rights or remedy on any future occasion.
(f) Customer shall give written notice to Meridian Life Science, Inc. of infringement of any copyright, trademark or patent and no liability for infringement arising out of such use is assumed by Meridian Life Science, Inc.
(g) If any provision of the agreement is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the agreement.
(h) Customer shall not assign its rights or obligations under this agreement without Meridian Life Science, Inc.’s prior written consent.
MODIFICATION AND WAIVER: This agreement constitutes the entire agreement between Customer and Meridian Life Science, Inc. and there are no understandings or representations of any kind except as herein expressly set forth. Any alterations or modifications thereof shall be by mutual agreement of the parties and shall not be binding on Meridian Life Science, Inc. or Customer unless made in writing and agreed to by a duly authorized official of Meridian Life Science, Inc. and Customer. No claim or right arising out of breach of this agreement can be discharged in whole or in part by waiver or renunciation of the claim or right unless the waiver or renunciation is in writing.
FORCE MAJEURE: Meridian Life Science, Inc. shall not be liable for any loss, damage, delay, changes in shipment, schedules or failure to deliver, whether arising in tort, contract or warranty, caused by accident, fires, strikes, riots, civil commotion, embargoes, failure of carriers, inability to obtain transportation facilities, foreign or local governmental requirements, acts of God, prior orders from customers or limitations on Meridian Life Science, Inc.’s or its suppliers’ production or any other causes of contingency beyond Meridian’s control. In such event, Meridian Life Science, Inc. shall not be liable for any consequential, incidental or special damages to Customer. Meridian Life Science, Inc. may, at its option and without liability, cancel all or any portion of this agreement and/or extend any date upon which performance hereunder is due.
EXPORT/IMPORT: Customer agrees that all applicable import and export control laws, regulations, orders and requirements, including without limitation those of the United States and the European Unions, and the jurisdictions in which Meridian Life Science, Inc. and Customer are established or from which items may be supplied, will apply to its receipt and use of goods and services. In no event shall Customer use, transfer, release, import, export or re-export goods or products in violation of such applicable laws, regulations, orders or requirements.
TAXES: Unless otherwise specifically provided for on the front side hereof the price for the goods purchased is net of sales, use, excise or similar taxes, whether federal, state, or local. The amount of any such taxes applicable to the goods shall be paid by Customer unless Customer provides Meridian Life Science, Inc. with a valid exemption certificate acceptable to Meridian Life Science, Inc. and the appropriate taxing authority. All orders are subject to an increase in price in the event any federal or state legislation, including tax legislation, comes into effect and increase the cost of production of any goods purchased. Such price increase shall not be greater than the increased cost of production.