Terms of Agreement. Seller’s (Hardy Diagnostics’) acceptance of any offer by Buyer to purchase the products is expressly conditional upon Buyer’s assent to all the terms and conditions herein, unless expressly agreed to in writing by Seller.

Time of Delivery. Seller shall have the right to specify date of delivery, but the deadline for placing orders for same day shipments is 12:00 p.m. for all U.S. time zones.

Delivery in Lots. Seller shall have the right to deliver all of the goods at one time or in portions from time to time.

Place of Delivery. The goods shall be delivered at Buyer’s address last known to Seller.

Method of Transfer. By same day shipping, Seller generally achieves one or two day ground delivery. Seller will ship ground or best way.

Shipping Terms. Shipping terms are “F.O.B. Destination, freight prepay and add.” This means that Seller pays the freight and adds the freight charges to its invoice to Buyer. Seller retains title and risk of loss while the goods are in transit. Seller selects the carrier. Claims for loss or damage attributable to the carrier are Seller’s responsibility. Buyer must note visible loss or damage on the delivery receipt before signing for the shipment and report claims to Seller within five business days after delivery of shipment.

Freight Collect and Third Party Orders. Shipping terms for freight collect and third party orders are “F.O.B. Origin, freight collect.” This means that Buyer pays and bears freight charges. Buyer assumes title and risk of loss while the goods are in transit. Buyer is entitled to route the shipment. Claims for loss or damage attributable to the carrier are Buyer’s responsibility.

Conditions. In addition to any legal standards’ excusing performance due to impracticability, Seller’s duty to perform is expressly conditioned upon the market price of its raw materials’ not exceeding the Consumer Price Index and Seller’s ability to obtain the necessary raw materials to fulfill its obligations.

Force Majeure. Shipping dates are estimated, and Seller shall not be liable for loss or damage due to delay in manufacture or delivery resulting from any cause beyond its reasonable control including, but not limited to, act of nature (e.g., earthquakes, extreme weather conditions, such as floods), war or threat of war, terrorist act, blockade, revolution, riot, civil commotion, fire, industrial action/strike, government action, embargo, unavailability of goods, default of suppliers, loss or breakdown of carrying vessel, and any delays resulting from any such cause shall extend the time for delivery correspondingly.

Amount of Price. The price to be paid by Buyer shall be that contained on Seller’s quotation to Buyer (until the expiration date) or on the price list last published at www.HardyDiagnostics.com before the time of shipment of the goods. The prices set forth there do not include sales or use taxes, duties or fees, or shipping or handling charges. Buyer shall be invoiced those amounts, where the shipping and handling charges shall apply that are last posted on Seller’s website before the time of shipment of the goods.

Time of Payment. Where credit is extended, payment is net 30 days from the date of invoice. Unless Buyer is extended credit terms by Seller, Buyer shall pay for the goods prior to shipment. Buyer is responsible for a 1.5% finance charge per month on past due accounts and all expenses of collections, including reasonable attorney’s fees.

Right of Inspection. Buyer shall accept the merchandise if the merchandise conforms in all material respect to the specifications last published at www.HardyDiagnostics.com before the time of shipment of the goods. If the merchandise fails to meet these specifications, Buyer shall notify Seller in writing during an inspection period, which shall be five business days following receipt by Buyer of such merchandise. The parties agree that Seller will either replace the merchandise upon its return or, alternatively, credit Buyer’s purchase price for the merchandise upon its return, at Seller’s option, and that this remedy is intended to be the sole and exclusive remedy of Buyer.

Cancellation. An order once placed with and accepted by Seller can be cancelled only with Seller’s consent and upon terms that will indemnify Seller against loss.

Limitation of Liability. The liability of Seller under this Agreement, whether in contract, tort, or otherwise, shall not, except as expressly provided herein, exceed Buyer’s purchase price on which such liability is based.

Exclusion of Damages. SELLER HEREBY EXCLUDES AND IN NO EVENT SHALL BE LIABLE TO BUYER FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS.

Warranty Grant. Seller grants to Buyer the warranty last published at www.HardyDiagnostics.com before the time of shipment of the goods. SELLER MAKES NO OTHER WARRANTIES TO BUYER, EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Shelf Life. For most culture media products that are received with fewer than 28 days’ remaining shelf life and are unable to be used within that time, upon notification at time of expiration, Seller will issue credit or replacement for the unused portion.

Product Returns. Except as otherwise provided with respect to the provisions to meet specifications during the inspection period and during the warranty period, Buyer shall not be permitted to return any products without obtaining (i) the written prior approval of Seller to return such products and (ii) a returned-goods authorization (RGA) number issued by Seller. All returned products will be credited at Buyer’s purchase price. Returns must be received by Seller in original condition. Seller cannot accept returns of US Pharmacopeia- (USP-) designated products, biological materials that incur a hazmat fee, other Regulated (OR) items, and iodine stains and reagents. Most refrigerated or frozen items will be deemed non-returnable. If a RGA number is issued by Seller, Buyer shall have 14 business days from the date of delivery to return non-refrigerated items and seven business days from the date of delivery to return refrigerated items. Refrigerated and frozen returns must be shipped by overnight delivery. The returns are subject to a 25% restocking fee.

Customer and Technical Advice. The advice of Seller’s customer and technical staff is available to the trade, but Seller, not controlling or supervising the subsequent management of its products or their use after sale, does not warrant or guarantee such advice.
Applicable Law. This agreement shall be governed by the Uniform Commercial Code as adopted in the State of Wyoming.

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