Product Sales Terms & Conditions
- General. These Terms and Conditions of Sale (“Terms and Conditions”) shall govern the sale and license to the purchaser (“Buyer”) of products (“Products”) by Axolotl Biologix Inc (“Axolotl”) provided to Buyer. Buyer is defined as any company, corporation, agent, distributor or person that place a SO (Sales Order) or PO (Purchase Order) to Axolotl, its affiliates, distributors or licensed vendors, in any form, by phone, e-mail, physically, electronically, or by any other acceptable means. All sales by the Seller are subject to and expressly made upon the terms and conditions contained herein. No variation of these terms and conditions will be valid unless agreed to in writing and signed by an authorized representative of the Seller. Order of products, purchase orders and any other form of acquisition of products mean an implicit acceptance of all this conditions and terms, without exception by the buyer.
- Price. Price excludes all insurance, freight, taxes, fees, duties and levies, which shall be payable by Buyer.
- Delivery. Products will be packed in Axolotl’s standard shipping packages. Axolotl will ship via carrier selected by Axolotl. Title and risk of loss or damage will pass to Buyer upon delivery of the Products to the carrier. Delivery of the Product shall be in accordance with Axolotl normal delivery schedules, as its stocking and replenishment schedules permit. Axolotl may make partial deliveries.
- Payment. Buyer will be invoiced at the time of shipment of each Product. Buyer shall make payment in full within thirty (30) days of the date of the invoice. Late payments may incur a charge at the rate of one and one-half percent (1.5%) percent per month, or the maximum allowed by law, whichever is less. Further shipment of Products may be declined without advance notice if Buyer fails to make any payment when due, or if the financial condition of Buyer becomes unsatisfactory to Axolotl.
- Cancellation and Rejection. Buyer may not cancel any order unless the Seller expressly agrees to such cancellation in writing. In such event, the Seller will advise the Buyer of the total charge for such cancellation and the Buyer agrees to pay such charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on the Seller by its suppliers and any other cost resulting from cancellation of this order by the Buyer which is permitted by the Seller. Any claims for damaged, missing or defective Product must be reported in writing to Axolotl by Buyer within five (5) days from the date of receipt of Product. For any valid claim made, Axolotl shall replace the Product. The foregoing shall be Buyer’s sole and exclusive remedy for damaged or missing Products.
- Returns. All returns are at the discretion of Axolotl. Returns must be authorized by Axolotl in advance. In instances when returns are accepted, the returned Product(s) must be unused, in their original packaging, and sellable as new. Buyer shall be responsible for all return shipping costs, duties, taxes and related fees. Products returned within 30 days of order are subject to a 25% re-stocking fee. Products returned between 31 to 90 days of order are subject to a 50% re-stocking fee. Product returns are not accepted 90 days after the order was shipped to the Buyer.
- Limited Warranty. Seller warrants that its products shall conform to the description of such products as provided to the Buyer by the Seller in the Seller’s product listing, analytical data or other literature. The Seller shall not be liable under this warranty in the event that the Seller determines, in its sole discretion, that the Buyer has misused the products in any manner, has failed to use the products in accordance with industrial standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by the Seller. There are no representations, agreements, promises or understandings between the Buyer and the Seller that are not expressed herein, and the Seller shall not be liable to the Buyer in respect of any such matters. The Seller’s sole and exclusive liability and the Buyer’s exclusive remedy with respect to products proved to the Seller’s satisfaction to be defective or non-conforming shall be replacement of such products without charge or refund of the purchase price, in the Seller’s sole discretion, upon the return of such products in accordance with the Seller’s instructions. The Seller shall not in any event be liable for direct, indirect, incidental or special damages of any kind resulting from any use or failure of the products, even if the Seller has been advised of the possibility of such damage including, without limitation, liability for loss of use, loss of work in progress, down time, loss of revenue or profits, failure to realize savings, loss of products of the Buyer or other use or any liability of the Buyer to a third party on account of such loss or for any labor or any other expense or for any damage or loss occasioned by such product including death, personal injury or property damage. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AXOLOTL AND ITS SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
- Use Restrictions. Except as otherwise approved by Axolotl in writing, Buyer is not licensed to, and agrees not to: (a) resell any Axolotl Products, (b) transfer, or distribute any Axolotl Products, directly or indirectly, to any third party for any purpose or use, (c) use or allow anyone to use any Axolotl Products more than once, or (d) reverse engineer any Axolotl Products.
- Indemnification. Buyer agrees to indemnify Axolotl and its employees, officers, directors, agents, representatives, contractors and suppliers and hold each of them harmless from and against any losses, liabilities, demands, damages, costs and expenses, including without limitation reasonable legal fees and expenses, arising from or relating to the Products or their use. Buyer agrees to fully cooperate with Axolotl and its counsel in its defense and preparation for any such action or proceeding.
- Unforeseen Events / Force Majeure. Axolotl shall not be liable for delay or failure in performance of any obligations hereunder if performance is rendered impracticable by the occurrence of any condition beyond the reasonable control of Axolotl. In the event of any such delay or failure in performance, Axolotl shall have such additional time within which to perform its obligations as may reasonably be necessary under the circumstances.
- Miscellaneous. These Terms and Conditions constitute the entire agreement between Buyer and Axolotl with respect to the subject matter hereof and is the final, complete, and exclusive statement of the terms of the agreement, superseding all prior written and oral agreements, understandings and undertakings with respect to the subject matter hereof. The waiver of any provision or any breach thereof shall not affect any other provision of these Terms and Conditions. To the extent permitted by applicable law, these Terms and Conditions shall be governed by and construed according to the laws of the State of Arizona, without regard to conflict of law provisions. In the event that any term or provision of this Agreement or portion thereof is found to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.