Terms and Conditions of Purchase

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1. These Terms and Conditions of Purchase (“Terms”), together with Buyer’s Purchase Order (the “Purchase Order”), constitute the complete and final expression of the agreement between Buyer and Seller relating to the purchase and sale of goods and Buyer hereby objects to and rejects any different or additional terms.

2. Seller represents and warrants that the goods supplied (i) will be of the kind and quality specified, free from fault in design, workmanship and material, (ii) shall be new and of good and merchantable quality, (iii) are suitable and fit for the purpose for which they will be used, (iv) will perform in accordance with the specifications and drawings, if any, provided by the Buyer or otherwise referred to, or incorporated, in the Purchase Order, and (v) will not constitute an infringement or contributory infringement of any patent or any copyright or trademark, or violation of any trade secret when sold or used for their ordinary intended purpose. Buyer shall be entitled to the benefit of any of Seller's warranties and guaranties customarily offered by Seller, in addition to those warranties set forth above, and all warranties of Seller will run to Buyer, its successors, assigns and customers.

3. Seller’s warranties shall continue in full force and effect for a period of eighteen (18) months from the date of transfer of title to the goods. If goods are replaced, such goods shall be warranted for a new period of eighteen (18) months from the date of replacement. Seller shall bear all costs for the replacement of goods under the above warranties.

4. If the goods are food grade materials or are intended for use in food or for human consumption, Seller represents and warrants that (i) the goods will be fit for human consumption; and (ii) the goods will not be adulterated or misbranded within the meaning of any state or federal food and drug law.

5. All goods shall at all times be subject to Buyer's inspection but neither (i) Buyer's inspection nor Buyer’s failure to inspect or (ii) acceptance of, or payment for, the goods delivered shall relieve Seller of or alter any of Seller’s obligations under these Terms or the Purchase Order or constitute a waiver of any of Buyer's rights or any warranties of Seller.

6.  If any goods fail to conform with specifications or are otherwise defective, then: (i) Buyer may, in its sole discretion reject all or any portion of the non-conforming or defective goods, and they may be (A) held at Seller's risk or (B) returned upon notice, and at Seller's cost, to Seller and Buyer shall be entitled to a full refund or (ii) at Buyer's option, Seller shall promptly replace the goods at Seller’s sole expense. 

7. Seller shall provide Buyer with not less than forty-five (45) days advance written notice of any changes in or to the goods, including, without limitation, changes in or to the specifications, raw materials, packaging, manufacturing processes, manufacturing locations, analytical test methods, use of a new reagent or solvent, or any other change which results in an alteration to the physical or chemical characteristics of the goods. 

8. If the  goods consist of chemicals or chemical compounds in any form, Seller shall provide Buyer with a certificate of analysis with each delivery, shall keep a retain of such chemical or chemical compound for at least one (1) year after the expiration of the applicable warranty period and make a sample from such retain available to Buyer upon request. 

9. Title to the goods shall pass to Buyer on the earlier of payment or delivery. Notwithstanding the foregoing, risk of loss for all goods shall remain with the Seller and shall transfer to Buyer only when the goods are under the care, custody, and control of Buyer.

10.  Seller shall place or affix the number of the Purchase Order on all invoices, packing lists, packages, containers and related correspondence. Each shipment must be accompanied by all required safety data sheets or similar documentation, and a packing list showing the exact quantity and description of goods shipped. Seller shall mark all containers with all necessary lifting, handling, environmental, safety and shipping information. 

11. Seller shall defend, indemnify and save Buyer its members, managers, directors, officers, employees, agents and affiliates (each and collectively "Buyer Indemnified Parties") harmless from and against any and all losses, liabilities or expenses (including legal fees and expenses), suits, actions, claims, demands, damages of all kinds and descriptions on account of bodily injury, sickness, disease or death of any person or persons, or damage to or destruction of tangible property, including the loss of use resulting therefrom, caused by the goods, including but not limited to, latent defects (“Claims”), which Buyer Indemnified Parties may suffer or incur by reason of, arising from, relating to, or in connection with:(a). any Claims, suit or allegation, including, without limitation, any Claims or suit for alleged infringement of any patent, industrial design, copyright or trademark, resulting from or arising in connection with the manufacture, sale, use or other disposition of any of the goods; (b). any breach of these Terms or the Purchase Order by Seller or any employee, agent or subcontractor of Seller, including any breach of warranty or non-delivery or late delivery of the goods; (c) any actual or alleged violation of applicable law by Seller or any employee, agent or subcontractor of Seller; or (d). any other act or omission by Seller or any employee, agent or subcontractor of Seller. 

12. Seller shall, at its own expense, obtain and maintain with insurers having an A.M. Best rating of A VIII or better, the following minimum coverages: i. commercial general liability insurance (including contractual, products, and completed operations coverages) of not less than $1,000,000 per occurrence covering bodily injury, death and property damage arising out of or relating to the acts or omissions of Seller in providing the goods; ii. insurance of not less than $1,000,000 per occurrence covering bodily injury, death and property damage arising out of the ownership or operation of a motor vehicle used or to be used in connection with the supply of goods by Seller; and (iii)  product liability insurance of not less than $1,000,000 per occurrence and $5,000,000 in the aggregate covering bodily injury, death and property damage arising out of Seller’s provision of the goods to Buyer, each of which insurance policies shall include Buyer as an additional insured, provide a waiver of subrogation in the Buyer’s favor and provide thirty (30) days’ notice of cancellation or material change. Seller shall also furnish evidence of its compliance with Worker’s Compensation or similar legislation applicable at the site(s) where the goods will be delivered. Prior to commencing to provide any goods Seller shall deliver to Buyer a broad form "vendors endorsement," ISO # 20-15-07-04 or equivalent thereto, in favor of Buyer and a certificate of insurance evidencing the above coverages or, if required by Buyer, certified copies of the above insurance policies and endorsements. The above insurances shall be primary to any other coverage available to Buyer. 

13. If, at any time, there is a period of shortage of supply of goods for any reason, Seller shall allocate to Buyer such proportion of its available inventory that Buyer’s purchases of the affected goods over the preceding twelve (12) months bears to Seller’s total sales of the affected goods during such period to Seller’s other customers under written contract for the purchase of the affected goods. 

14. The waiver by Buyer of any of its rights under these Terms or the Purchase Order shall not affect, limit or prevent Buyer’s right thereafter to enforce and compel strict compliance with these Terms or the Purchase Order. No waiver by Buyer shall be effective unless it is in writing and signed by Buyer.

15. These Terms and the Purchase Order shall be governed by and enforced in accordance with the laws of the Commonwealth of Pennsylvania without reference to its conflict of law rules. Seller, by delivering any goods in connection with the Purchase Order, shall be conclusively deemed to have consented to personal jurisdiction in Pennsylvania and to have waived any right to object to such jurisdiction on any basis. Each party knowingly, voluntarily, and intentionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action or counterclaim arising out of or relating to the purchase and sale of goods.