Disclaimer
Information on this website is intended
for general information purposes only, and requires
your own evaluation from which specific claims should
be made. Further, the information provided should not
be construed as our opinion, advice, recommendation,
endorsement, guarantee or conclusion about specific
materials, designs, processes or procedures applicable
to your products or business except in the most
general sense. All information contained on the
website is provided on an “as is” basis and EnRoute
Interfaces Inc. does not warrant or assume any legal
liability or responsibility for the completeness, or
usefulness of any information contained on the website
or the actual performance of our products for your use
or end products. You assume total responsibility and
risk for use and implementation of the information
contained herein for your end products and the actual
performance of your end products.
Terms and Conditions of Purchase
- ACCEPTANCE - ALL SALES ARE SUBJECT TO AND
EXPRESSLY CONDITIONED UPON THE TERMS AND
CONDITIONS CONTAINED HEREIN, AND UPON BUYER'S
ASSENT THERETO. NO VARIATION OF THESE TERMS AND
CONDITIONS WILL BE BINDING UPON SELLER UNLESS
AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR
OTHER AUTHORIZED REPRESENTATIVE OF SELLER.
- CHANGES- Orders arising hereunder may be
changed or amended only by written agreement
signed by both Buyer and Seller, setting forth the
particular changes to be made and the effect, if
any, of such changes on the price and time of
delivery. Buyer may not cancel this order unless
such cancellation is expressly agreed to in
writing by Seller. In such event, Seller will
advise Buyer of the total charge for such
cancellation, and 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 Seller by its suppliers, and any other
cost resulting from cancellation of this order by
Buyer which is permitted by Seller. Certification
of such costs by Seller's independent public
accountants shall be conclusive on the parties
hereto.
- DELIVERY, CLAIMS, DELAYS – All orders are shipped FOB Hamilton
Canadat. Transportation and handling charges will
be applied at the prevailing rate (indicated on
the order page (www.erinterfaces.com/purchase).
Delivery of the goods to the carrier at Seller's
shipping point shall constitute delivery to Buyer
and Buyer shall bear all risk of loss or damage in
transit. Seller reserves the right, in its
discretion, to determine the exact method of
shipment. Seller reserves the right to make
delivery in installments, all such installments to
be separately invoiced and paid for when due per
invoice, without regard to subsequent deliveries.
Delay in delivery of any installment shall not
relieve Buyer of Buyer's obligations to accept
remaining deliveries. Immediately upon Buyer's
receipt of any goods shipped hereunder, Buyer
shall inspect the same and shall notify Seller in
writing of any claims for shortages, defects or
damages and shall hold the goods for Seller's
written instructions concerning disposition. If
Buyer shall fail to so notify Seller within five
days after the goods have been received by Buyer,
such goods shall conclusively be deemed to conform
to the terms and conditions hereof and to have
been irrevocably accepted by the Buyer. Seller
shall not be liable for any loss, damage or
penalty as a result of any delay in or failure to
manufacture, deliver or otherwise perform
hereunder due to any cause beyond Seller's
reasonable control, including, without limitation,
unsuccessful reactions, act of Buyer, embargo or
other governmental act, regulation or request
affecting the conduct of Seller's business, fire,
explosion, accident, theft, vandalism, riot, acts
of war, strikes or other labor difficulties,
lightning, flood, windstorm or other acts of God,
delay in transportation, or inability to obtain
necessary labor, fuel, materials, supplies or
power at current prices.
- ALLOCATION OF GOODS - If Seller is unable for any reason
to supply the total demands for goods specified in
Buyer's order, Seller may allocate its available
supply among any or all Buyers on such basis as
Seller may deem fair and practical, without
liability for any failure of performance which may
result therefrom.
- PAYMENT - Terms of sale are net 30 days of
date of invoice, unless otherwise stated. If the
financial condition of Buyer results in the
insecurity of Seller, in its sole and unfettered
discretion, as to the ultimate collectability of
the purchase price, Seller may, without notice to
Buyer, delay or postpone the delivery of the
products; and Seller, at its option, is authorized
to change the terms of payment to payment in full
or in part in advance of shipment of the entire
undelivered balance of said products. In the event of default by Buyer in
the payment of the purchase price or otherwise, of
this or any other order, Seller, at its option,
without prejudice to any other of Seller's lawful
remedies, may defer delivery, cancel this
Contract, or sell any undelivered products on hand
for the account of Buyer and apply such proceeds
as a credit, without set-off or deduction of any
kind, against the contract purchase price, and
Buyer agrees to pay the balance then due to Seller
on demand. Buyer agrees to pay all costs,
including, but not limited
to, reasonable attorney and accounting fees and
other expenses of collection resulting from any
default by Buyer in any of the terms hereof.
- TAXES AND OTHER CHARGES - Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefore; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
- PRICING - Prices are subject to change and are inclusive of our electronic e-commerce ordering methods. Other ordering methods may incur additional service charges. Please visit www.erinterfaces.com/purchase for current Canadian pricing. We guarantee our written quotations for 30 days. When placing your order, please reference our quoted prices or our pro forma number. If you place your order by phone, we will confirm our current pricing at that time.
- PRICE CHANGES - Shipment will be made promptly even if prices have been nominally increased. A price reduction will be automatically applied to your invoice. All orders are subject to review and additional information may be requested. We reserve the right to discontinue the offering of any item without notice.
- WARRANTIES - Seller warrants that its products shall conform to the description of such products as provided to Buyer by Seller through Seller's catalog, analytical data or other literature. THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Seller's warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by Seller.Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to products proved to Seller's satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in Seller's sole discretion, upon the return of such products in accordance with Seller's instructions. SELLER SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF 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 BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SELLER'S GROSS NEGLIGENCE. All claims must be brought within one (1) year of shipment, regardless of their nature.
- COMPLIANCE WITH LAWS, REGULATIONS CHANGES - Seller certifies that to the best of its knowledge its products are produced in compliance with applicable requirements of the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards Act of 1970 and regulations, rules and orders issued pursuant thereto.
- BUYER'S USE OF PRODUCTS - Seller's products are intended
primarily for laboratory research purposes and,
unless otherwise stated on product labels, in
Seller's catalog or in other literature furnished
to Buyer, are not to be used for any other
purposes, including but not limited to, in vitro
diagnostic purposes, in foods, drugs, medical
devices or cosmetics for humans or animals,
agriculture or pesticidal products, or household
chemicals, or for commercial purposes. Buyer
acknowledges that the products have not been
tested by Seller for safety and efficacy in food,
drug, medical device, cosmetic, commercial or any
other use, unless otherwise stated in Seller's
literature furnished to Buyer. Buyer expressly
represents and warrants to Seller that Buyer will
properly test, use, manufacture and market any
products purchased from Seller and/or materials
produced with products purchased from Seller in
accordance with the practices of a reasonable
person who is an expert in the field and in strict
compliance with all applicable laws and
regulations, now and hereinafter enacted. Buyer
has the responsibility to verify the hazards and
to conduct any further research necessary to learn
the hazards involved in using products purchased
from Seller. Buyer also has the duty to warn
Buyer's customers and any auxiliary personnel
(such as freight handlers, etc.) of any risks
involved in using or handling the products. Buyer
agrees to comply with instructions, if any,
furnished by Seller relating to the use of the
products and not misuse the products in any
manner. If the products purchased from Seller are
to be repackaged, relabeled or used as starting
material or components of other products, Buyer
will verify Seller's assay of the products. No
products purchased from Seller shall, unless
otherwise stated, be considered to be foods,
drugs, medical devices or cosmetics.
- BUYER'S REPRESENTATIONS AND
INDEMNITY - Buyer represents and warrants that
it shall use all products ordered herein in
accordance with Paragraph No. 11 "Buyer's Use of
Products", and that any such use of products will
not violate any law or regulation. Buyer agrees to
indemnify and hold harmless Seller, its employees,
agents, successors, officers, and assigns, from
and against any suits, losses, claims, demands,
liabilities, costs and expenses (including
attorney and accounting fees) that Seller may
sustain or incur as a result of any claim against
Seller based upon negligence, breach of warranty,
strict liability in tort, contract, or any other
theory of law brought by Buyer, its officers,
agents, employees, successors or assigns, by
Buyer's customers, by end users, by auxiliary
personnel (such as freight handlers, etc.) or by
other third parties, arising out of, directly or
indirectly, the use of Seller's products, or by
reason of Buyer's failure to perform its
obligations contained herein. Buyer shall notify
Seller in writing within fifteen (15) days of
Buyer's receipt of knowledge of any accident, or
incident involving Seller's products which results
in personal injury or damage to property, and
Buyer shall fully cooperate with Seller in the
investigation and determination of the cause of
such accident and shall make available to Seller
all statements, reports and tests made by Buyer or
made available to Buyer by others. The furnishing
of such information to Seller and any
investigation by Seller of such information or
incident report shall not in any way constitute
any assumption of any liability for such accident
or incident by Seller.
- PATENT DISCLAIMER - Seller does not warrant that the
use or sale of the products delivered hereunder
will not infringe the claims of any United States
or other patents covering the product itself or
the use thereof in combination with other products
or in the operation of any process.
- RETURNS - Goods may not be returned for
credit except with Seller's permission, and then
only in strict compliance with Seller's return
shipment instructions. Certain items may not be
returned for credit. These items include: reagents
that have passed their expiration dates; custom
products or special orders and products missing
labels. Any returned items may be subject to a 20%
processing fee and must be returned within 30 days
of the issuance by the seller of a Return Material
Authorization.
- TECHNICAL ASSISTANCE - At Buyer's request, Seller may, at
Seller's discretion, furnish technical assistance
and information with respect to Seller's products.
SELLER MAKES NO WARRANTIES OF ANY KIND OR NATURE,
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR
INFORMATION PROVIDED BY SELLER OR SELLER'S
PERSONNEL. ANY SUGGESTIONS BY SELLER REGARDING
USE, SELECTION, APPLICATION OR SUITABILITY OF THE
PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS
WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN
WRITING AND SIGNED BY AN OFFICER OR OTHER
AUTHORIZED REPRESENTATIVE OF SELLER.
- MISCELLANEOUS - Seller's failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of Seller's right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies Seller may have at law or in equity. Any waiver of a default by Buyer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.
- 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 Province of Ontario including its conflict of laws principles. Each party to this order agrees that any dispute arising between them which results in either party instituting court proceedings shall be litigated in the Ontario Superior Court.