General Terms and Conditions of Sale

Contract Terms

These are the contract terms and conditions (“Terms”) under which we sell our products and services to you. These Terms apply to your use of all products provided by Biological Industries USA, Inc. (referred to in these terms as “BI-USA”, “us”, “we”, or “our”). Some of our products and services may be subject to limited use label licenses or other written contract terms that you will not find here (“Supplementary Terms”). You can find Supplementary Terms in our quotation to you, on our website, or in literature that accompanies the product or service. These Terms, together with our quotation (if any) and Supplementary Terms (if any), create the contract (“Contract”) between us for the purchase and sale of products and services. The Contract between us is created when we accept your order, either by sending a written confirmation, issuing a purchase order, placing an online order, or by shipping the product or otherwise initiating action to provide what you have ordered. No variation of these terms and conditions will be binding unless agreed to in writing and signed by authorized representatives.

Standard Orders

No minimum order quantity is required, unless specifically noted in the catalog. Orders cannot be revised or cancelled once a delivery note has been created. Additions to orders once a delivery note has been created must be entered as a separate order and may therefore be subject to additional shipping charges.

Pricing

List prices can be obtained by visiting our website at www.bioindusa.com or by contacting Customer Service at 1-860-316-2702. We reserve the right to change pricing without notice. Our prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. You are also responsible for standard delivery and handling charges, if any. We will also add these charges to your invoice. For details of our bulk and freight policy, please call Customer Service.

Sales Tax

Sales tax where applicable (local, state, federal) will be added to the invoice.

Shipping

Typically, orders using dry-ice are shipped Monday through Thursday for next day delivery in the US. Orders received on Friday are shipped the following Monday for next-day delivery. Some products may ship ground and may take more than one day. We reserve the right to choose the shipper and the method of shipping. Freight or shipping and handling charges will be prepaid and added to the invoice. All shipments are freight on board (FOB) shipping point. Depending on Product availability, Product(s) may be delivered in installments. Installments will be invoiced on a per shipment basis and are due according to the terms of each individual invoice, without regard to subsequent deliveries. BI-USA is not liable for any loss or damage during the course of shipment. This includes accidents, theft, vandalism, labor difficulties, or disputes, weather extremes, other acts of nature, or other circumstances causing a delay in delivery.

Packaging

Products shipped with dry ice or ice packs are shipped according to their appropriate shipping conditions. Upon receipt, product should be stored under the conditions indicated by the MSDS or technical data sheet.

Changes and Cancellations

Orders may only be changed or cancelled through written agreement between the BUYER and BI-USA. We reserve the right to charge a cancellation fee. BUYER agrees to pay the change or cancellation fees, which shall include, but not exceed, expenses and costs incurred because of the change or cancellation. Such charges shall include, but are not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on BI-USA by its suppliers, and any other cost resulting from change or cancellation of the order.

Shortages and Damages

BI-USA must be notified of any claims for shortages, damages or Product defects or defects in packaging in writing at orders@bioindusa.com within three (3) working days of receipt of the products or they shall be deemed accepted by you. If such shortages, defects or damages are discovered, you may be asked to document the destruction of the goods at your facility.

Reagent Returns

BI-USA Customer Service must be notified within 5 days after receipt of the product of any request to return a reagent product. Not all requests for returns will be granted and will be assessed on a case-by-case basis. Special order and custom products, or products which cannot be resold will not be authorized for return absent a defect. If authorized, all return shipping costs are to be paid by the Buyer. Please contact the Customer Service team at 1-860-316-2702 to request authorization to return, information, or clarification of our policies.

Payment Terms

Terms are net 30 days from date of invoice. BI-USA shall have the right to delay shipment or suspend performance under any agreement, if payment under any agreement or order between the Buyer and BI-USA is not received when due or is rescinded. Buyer warrants that it has funds or approved funding for all payments to be required under any purchase order placed or agreement executed with BI-USA. Buyer agrees to pay all costs, including but not limited to, reasonable attorney, accounting fees, and other expenses of collection resulting from any default by Buyer in any of the terms. If the Buyer fails to pay any invoice when due, BI-USA may also charge Buyer a late payment charge equal to the lesser of two percent (2%), or the maximum permissible rate under Connecticut state law, per month on the outstanding balance. If you are a tax-exempt agency, please submit a copy of your tax exemption certificate with your purchase order or fax a copy to BI-USA, Attention: Accounts Payable at 1-860-269-0596.

Payment Options

Product may be reserved through a purchase order agreement between the Buyer and BI-USA. Reserving Product requires a purchase order (PO) outlining the Supplementary Terms of the purchase (PO number, product type, quantity, price, ship date, etc.). A non-refundable storage fee may be charged for any Product on reserve. Credit Cards are also accepted in the form of Visa, MasterCard, and American Express.

 

Specified Components

Specified Components means specified raw materials, components, sources, brands, or suppliers requested by you to be used in the manufacture or assembly of Custom Media Products or the performance of services supplied by third-parties, including those products that you purchase through any of our sales channels or affiliates. We do not support or make any warranties about specified components. These terms and conditions of specified components may be governed by a third-party manufacturer’s own contract terms. You must look directly to the relevant third-party manufacturer for product support, warranties, and to make warranty claims.

Product Use and Regulatory

BI-USA sells products for research and for further manufacturing purposes. Research products are labeled for Research Use Only (RUO) and are not for use in diagnostic or therapeutic procedures. BI-USA is not liable for misuse of any product or be held liable for data derived from the use of our products. Note that all sales are to direct end users only and are not for resale. You are solely responsible for making sure that the way you use our products complies with applicable laws, regulations and governmental policies, and that our products are used by technically-qualified individuals. It is solely your responsibility to make sure our products are suitable for your use. 

Limited Time and Commercial Use

Unless otherwise provided in applicable Supplementary Terms, our sale of products grants a limited, non-transferable right to use BI-USA products for internal research purposes. Additional use may require a license from BI-USA or a third party. Where your use of BI-USA products is outside the scope of the Agreement, it is solely your responsibility to acquire additional rights from us and third parties related to such use. 

If you require commercial use rights to our products (including the right to perform fee-for-services), please contact our Customer Service Team at 1-860-316-2702.

Intellectual Property

You acknowledge that all intellectual property rights relating to our products and services, as between you and us, are solely and exclusively owned by us. Unless otherwise provided in applicable Supplementary Terms, our sale of products to you only grants you a limited, non-transferable right under such intellectual property, for only you to use the quantity of the products that you have bought from us only for your internal research purposes. No right to resell our products or any of their components is conveyed expressly or by implication. To the extent that your use of our product is outside the scope of the Contract, it is solely your responsibility to acquire additional intellectual property rights related to such use “(Additional Rights”). Nothing in the Contract limits our ability to enforce our intellectual property rights.

In relation to processes, methods or related synthesis of a custom product, or otherwise in connection with the design or manufacture of a custom product, any inventions (patentable or otherwise), discoveries, improvements, data, know-how or other results that are conceived, developed, discovered, reduced to practice, or generated by or for us, or jointly by us and you, will be and will remain our sole and exclusive intellectual property, and you transfer and assign all of your right, title and interest in and to any such joint intellectual property to us and will assist us, at our request and at our expense, in securing and recording our rights in such intellectual property.

Special Orders and Custom Manufacturing

Special orders and custom manufacturing products are warranted only to conform at the time of delivery to the carrier, the quantity and contents stated on the product label. There are no warranties, express or implied, that extend beyond the description of the label on the product. Buyer recognizes that BI-USA has manufactured the products at the instruction and to specifications provided by Buyer and has not independently tested the products for any characteristics other than those set forth on the label. Buyer takes all responsibility for confirming the appropriateness of the products for Buyer's intended use. BI-USA assumes that Buyer has all rights necessary for the manufacture, use and sale of the products as they are pursuant to Buyer's specifications and makes no claims or inquiries as to such rights. Buyer agrees to indemnify and hold harmless BI-USA against any claims or damages relating to the failure to have sufficient rights. BI-USA sole liability if a product does not conform to the quantity and contents stated on the product label is limited to either replacement of the products or refund of the purchase price. BI-USA is not liable for property damage, personal injury or economic loss caused by the product. Notwithstanding anything to the contrary in these terms and conditions, BI-USA makes no representations or warranties with respect to any materials provided by Buyer for use with the products or as to the performance of the products when used with such materials.

Research Use Only (RUO) custom products may be released without testing. Testing, where possible, may be available for an additional fee. Custom media and special orders are typically produced within six to eight weeks.

Information Provided to Third Party Suppliers

BI-USA may provide your information to suppliers of media, suppliers of services, or to integrators or other subcontractors whom BI-USA uses to manufacture or ship product to you. This information would be limited to product, purchase date, customer name and address and would be used for warranty claim or recall purposes.

Indemnification

Buyer acknowledges that it is fully responsible for its use of any BI-USA product and agrees to indemnify, defend, and hold harmless BI-USA and its affiliates, officers, directors, employees, and agents against any and all third party liabilities arising from such use except to the extent such liabilities arise from the infringement of any BI-USA products (other than custom reagents or instruments) that infringe on any valid U.S. patent of a third party when used in accordance with instructions.

Governing Law

All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of the State of Connecticut including its conflict of laws principles.

Acceptance of Terms: 

If the above terms are not acceptable to you, promptly return any products in the package in which they were received. Failure to promptly return the products or any use of the products constitutes acceptance of the above terms.

Last revised: October 24, 2017.