Reagents for R&D Purposes

Terms and Conditions

WEBSITE TERMS AND CONDITIONS

Last modified May 6, 2013.

1. GENERAL TERMS. Welcome to the Alchemical Research, LLC (“Alchemical Research”, the “Company”, “we”, “our”, or “us”) Website. This website, located at www.alchemicalresearch.com, or our online store located at catalog.alchemicalresearch.com or any of our affiliated sites (collectively, the “Site”), is provided by Alchemical Research to the person accessing this Site (“you,” “your”). You and Alchemical Research are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” We operate this Site to provide online access to information about our Company and the products (the “Products”) and services (the “Services”) we offer. By accessing and using this Site, you agree to each of the terms and conditions set forth herein (“Terms of Use”). Our Terms and Conditions of Sale (www.alchemicalresearch.com/ Terms_and_Conditions_of_Sale) apply to all purchases of Products and Services through this Site. Our Privacy Policy (www.alchemicalresearch.com/Privacy_Policy) applies to the collection of information through your use and access of this Site. The Terms of Use, together with applicable additional terms and conditions, are referred to herein as the “Agreement”.

Online purchasing from our Site is reserved to Alchemical Research’s registered users. You are free to browse our Site without registering. User registration is accomplished by completing our online registration application and is subject to our internal approval process. As part of the registration process, you will receive an e-mail notification that your registration application has been approved. Alchemical Research reserves the right to refuse registration to any applicant for any reason. We only sell to businesses, academic institutions, government institutions, and research centers that we have pre-approved. We accept orders only from employees, agents and/or contractors of such approved organizations who are authorized to enter into contracts on behalf of and legally bind the entities they represent. All information you provide in the registration process is warranted by you to be accurate, and by filling a registration application, you warrant that you are authorized to complete the registration application and order products from Alchemical Research. In the event there is any change to any information you have provided to Alchemical Research, you agree to immediately inform Alchemical Research. Each registered user agrees that it (a) will protect and maintain the confidentiality of its username and password, and (b) is fully responsible for any and all purchases that are made under its username. You must contact Alchemical Research immediately to notify Alchemical Research of any unauthorized use of your account. In no event will Alchemical Research be liable for any loss or damage arising from the unauthorized use of a username and/or password. We reserve the right to modify this Agreement at any time without giving you prior notice. Your continued use of the Site following any such modification constitutes your agreement to follow and be bound by the Agreement as modified.

2. COPYRIGHT. The entire content included in this Site (the “Content”), including but not limited to text, graphics or code is copyrighted as a collective work under the United States and/or foreign copyright laws, and is the property of Alchemical Research. The collective Content includes works that are licensed to Alchemical Research. Copyright 2013, Alchemical Research, LLC ALL RIGHTS RESERVED. You agree to comply with any restrictions contained in any Content on the Site. Subject to those restrictions, (a) you may print one (1) copy of any page displayed on the Site, and (b) you may download documents that are made available to you on the Site for your use in making purchasing decisions with regard to products offered for sale on the Site, for administering orders placed on the Site, for educational and related research purposes and/or for background information on products offered for sale on the Site, provided that you maintain all copyright and other notices contained thereon. Copying, storing, or downloading of any Content, for any other purposes is prohibited without prior written permission from Alchemical Research.

3. TRADEMARKS. All trademarks, service marks and trade names of Alchemical Research used in the Site are trademarks or registered trademarks of Alchemical Research. You are prohibited from using any of the marks or logos appearing throughout the Site without permission from the trademark owner, except as permitted by applicable law.

4. WARRANTY DISCLAIMER. This site and the materials and products on this site are provided “as is” and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, Alchemical Research disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for any particular purpose and non-infringement. Alchemical Research does not represent or warrant that the functions contained in the Site will be uninterrupted or error-free, that the defects will be corrected, or that this Site or the server that makes the Site available are free of software viruses or other harmful computer code, files or programs. Alchemical Research does not make any warranties or representations regarding the use of the materials in this Site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.

5. LIMITATION OF LIABILITY. Alchemical Research shall not be liable for any special or consequential damages that result from the use of, or the inability to use, the materials on this site or the performance of the products, even if Alchemical Research has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, Alchemical Research’s liability is limited and warranties are excluded to the greatest extent permitted by law, but shall, in no event, exceed $100.00.

6. USE OF SITE. You may use the Service, the Site, and the information, writings, images and/or other works that you see, hear or otherwise experience on the Site (singly or collectively, the “Content”) for the purposes of making purchasing decisions with regard to products offered for sale on the Site, for administering orders placed on the Site, and for researching the products offered for sale on the Site. Alchemical Research reserves the right, in its sole discretion, to terminate or suspend your access to, and/or use of, the Site, or any portion thereof, at any time, with or without notice and for any reason (or no reason), and you agree that in the event your authorization to access the site is terminated, you will not thereafter access, or attempt to access the Site, directly or indirectly, until your suspension is removed and the Company gives you express notice thereof. No right, title or interest in any Content is transferred to you, whether as a result of downloading such Content or otherwise. The Company reserves complete title and full intellectual property rights on all Content. Except as expressly authorized by this Agreement, you may not use, alter, copy, distribute, transmit, or derive another work from any Content obtained from the Site or the Service, except as expressly permitted by the Terms of Use.

Harassment in any manner or form on the Site, including via e-mail, reviews, comments, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Alchemical Research or other licensed employee, host, or representative, as well as other members or visitors on the Site is prohibited. You may not upload to, distribute, or otherwise publish through the Site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the Site or use the Site to solicit others to join or become members of any other commercial online service or other organization.

7. USER SUPPLIED INFORMATION. Alchemical Research does not want to receive confidential or proprietary information from you via the Site. You agree that any material, information, or data you transmit to us or post to the Site (each a “Submission” or collectively “Submissions”) will be considered non-confidential and non-proprietary. For all Submissions, you guarantee to us that you have the legal right to post the Submission and that it will not violate any law or the rights of any person or entity.

8. PARTICIPATION DISCLAIMER. Alchemical Research does not and cannot review all communications and materials posted to or created by users accessing the Site, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the Site, Alchemical Research is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Site. However, Alchemical Research reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to Alchemical Research in its sole discretion.

9. PRIVACY. See Alchemical Research’s Privacy Policy (www.alchemicalresearch.com/Privacy_Policy).

10. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Alchemical Research, its officers, directors, employees, agents, licensors and suppliers (collectively the “Service Providers”) from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Site using your account.

11. THIRD-PARTY LINKS. In an attempt to provide increased value to our visitors, Alchemical Research may link to sites operated by third parties. However, even if the third party is affiliated with Alchemical Research, Alchemical Research has no control over these linked sites, all of which have separate privacy and data collection practices and policies, independent of Alchemical Research. Alchemical Research makes no warranties and assumes no responsibility or liability for the content and activities of these linked sites. These linked sites are only provided for your convenience, to be accessed by you at your own risk. Nonetheless, Alchemical Research seeks to protect the integrity of its website and the links placed upon it and therefore requests any feedback on its own Site, as well as for sites it links to (including if a specific link does not work, please e-mail your feedback to webadmin@alchemicalresearch.com, or call us at (800) 381-9026 or (610) 833-8344).

12. TYPOGRAPHICAL ERRORS. In the event that a Alchemical Research product is mistakenly listed at an incorrect price, Alchemical Research reserves the right to refuse or cancel any orders placed for a product listed at the incorrect price. Alchemical Research reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Alchemical Research shall issue a credit to your credit card account in the amount of the incorrect price.

13. SEVERABILITY. All provisions of this Agreement are severable and in the event any of the provisions are ruled by any court of competent jurisdiction to be invalid, illegal, or unenforceable the remainder shall continue in full force and effect.

14. SURVIVAL. All provisions of this Agreement, which by their nature must survive termination or expiration of this Agreement in order to give effect thereto, shall survive termination or expiration of this Agreement. Such provisions shall continue to bind the Parties hereto in the event that either Party sells, assigns or transfers its interests, in whole or in part.

15. NOTICE. Alchemical Research may deliver notice to you by means of e-mail, a general notice on the Site, or by other reliable method to the address you have provided to Alchemical Research.

16. MISCELLANEOUS. Paragraph headings have been inserted for convenience only and shall not be construed to modify the meaning of the provisions of these terms and conditions. Your use of this Site shall be governed in all respects by the laws of the state of Pennsylvania, U.S.A., without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this Site (including but not limited to the purchase of Alchemical Research products) shall be in the Common Pleas Court of Northampton County, Pennsylvania or the United States Federal District Court for the Eastern District of Pennsylvania. Any cause of action or claim you may have with respect to the Site (including but not limited to the purchase of Alchemical Research products) must be commenced within one (1) year after the claim or cause of action arises. These Terms of Use constitute the entire agreement of the Parties with respect to the subject matter hereof. Alchemical Research’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the Parties nor trade practice shall act to modify any of these terms and conditions. Alchemical Research may assign its rights and duties under this Agreement to any party at any time without notice to you.

Last modified May 6, 2013.

TERMS AND CONDITIONS OF SALE

1. GENERAL TERMS. Terms and conditions herein are part of any contract between Alchemical Research, LLC as a seller (referred to herein as “Seller”) of Products and Services (“Products”) and any Buyer (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” All sales are subject to and expressly conditioned upon the terms and conditions herein (the “Agreement”) and upon Buyer’s assent thereto. The Seller will not be bound by any variations from or additions to these terms and conditions contained in any purchase order or document submitted by the Buyer. No variation of these terms and conditions will be binding upon Seller unless agreed to in writing and signed by an authorized representative of Seller. The Buyer agrees to these terms by acceptance of the Products delivered from Seller. All offers by Seller are made without any obligations. Seller is only bound to orders if confirmed in writing or upon delivery of the ordered Products.

2. BUYER’S USE OF PRODUCTS. Seller’s Products are intended for laboratory research purposes and are not to be used for any other purposes, including but not limited to, in vitro diagnosis or for commercial use, or for use in foods, drugs, medical devices or cosmetics for humans or animals. 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. 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 further warrants to Seller that any material produced with Products purchased from Seller shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be materials which may not, under Sections 404, 505, or 512 of the act, be introduced into interstate commerce.

Buyer realizes that, since Seller’s Products are, unless otherwise stated, intended for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory. Buyer assumes responsibility to assure that the Products purchased from Seller are approved for use under TSCA, if applicable.

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 to 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 test/evaluation of the Products. Trademarked products of Seller are not to be re-packaged or re-sold without the express written consent of Seller. No Products purchased from Seller shall be considered to be foods, drugs, medical devices or cosmetics.

3. BUYER’S REPRESENTATIONS AND INDEMNITY. Buyer represents and warrants that it shall use all Products in accordance with Terms and Conditions No. 2 “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 assignees 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 assignees, 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 sold by Buyer, or by reason of Buyer’s failure to perform its obligations contained herein. Buyer’s indemnity shall extend to any claim brought against Seller by a third party alleging that the use of a Product by the Buyer infringes the patent rights, trademarks, intellectual property rights or other proprietary rights of any third party. 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.

4. WARRANTIES. Seller warrants that its Products shall conform to the description of such products as provided to Buyer by Seller through Seller’s catalog, certificates of analysis, analytical data, or other literature. This warranty is exclusive, and Seller makes no other warranty, expressed 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 or disposal 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.

5. TECHNICAL ASSISTANCE. At Buyer’s request, Seller may furnish technical assistance and information with respect to Seller’s Products. Unless otherwise agreed, all such technical assistance and information will be provided gratis, and Buyer assumes sole responsibility for results obtained in reliance thereon. Seller makes no warranties of any kind with respect to technical assistance or information provided by it. Any suggestions by Seller regarding use, application or suitability of the product shall not be construed as an express warranty unless expressly designated as such in writing signed by Seller, nor construed as a license to operate under, or a recommendation to infringe, any patent.

6. PATENT DISCLAIMER. Seller does not warrant that the use or sale of the Products delivered will not infringe the claims of any United States or other patents. These Products may be covered by composition-of-matter, use, process, or other patents. No license under any patent is granted or implied by Seller. Seller assumes no liability for damages or penalties resulting from the use of the information or Products provided, nor should a listing of any Product or description of use be construed as a license to operate under, or a recommendation to infringe, any patent. Seller expects that its customers are not knowingly ordering Products that infringe third party patent rights. It is the Buyer’s responsibility to determine that these Products are not covered in the claims of any United States or other patents. Patent infringement, if any, is to be verified by the Buyer. Products protected by valid patents are not offered for sale in countries where the sale of such products constitutes a patent infringement and its liability is at Buyer’s risk.

Products currently covered by valid patents are offered solely for R&D purposes under research exemption in accordance with 35 USC 271 (e) +A13 (1) in the United States, section 69.1 of the Japanese Patent Law in Japan, Section 11, No. 2 of the German Patent Law and Section 60 Par 5b of the United Kingdom Patents Act. Such products are to be used only in research experiments that will produce the types of information that are relevant to IND or NDA submissions with the FDA. Buyer hereby agrees to provide, if and when deemed necessary, documents to prove that the Products were used only in research experiments that will produce the types of information that are relevant for IND or NDA submissions with the FDA. Buyer shall fully cooperate with Seller in any investigation relating to any such claims and make available to Seller all related statements, reports and tests available to Buyer.

Buyer hereby agrees to indemnify Seller from any and all liability that may arise under United States or other patent laws in the manner set forth in Terms and Conditions No. 3 ”BUYER’S REPRESENTATIONS AND INDEMNITY”.

7. DELIVERY, CLAIMS, DELAYS. All sales are FCA Seller’s shipping point unless otherwise noted. If shipping and handling charges are quoted or invoiced, they will include charges in addition to actual freight costs. Delivery of the Products 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. Unless otherwise instructed by Buyer, Seller will select the best shipment method, based on the nature of the material, destination, package size, and weight. Seller reserves the right, in its discretion, to determine the exact method of shipment and 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. In the event of delay, the Buyer is allowed to give the Seller notice of an appropriated respite after which the contract is cancelled if the Seller remains unable to deliver the ordered Products.

Immediately upon Buyer’s receipt of any Products shipped hereunder, Buyer shall inspect the Products and shall notify Seller in writing of any claims for shortages, defects or damages and shall hold the Products for Seller’s written instructions concerning return or disposal. If Buyer shall fail to so notify Seller within five (5) days after Buyer has received the Products, such Products shall conclusively be deemed to conform to the description of such Products as provided to Buyer by Seller, to conform to the terms and conditions herein, 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.

8. ALLOCATION OF PRODUCTS. If Seller is unable for any reason to supply the total demands for Products specified in Buyer’s order, Seller may allocate its viable 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.

9. RETURNS. Products may not be returned for credit except with Seller’s permission and absolute discretion, and then only in strict compliance with Seller’s return shipment instructions. Any returned items may be subject to a 20 % processing fee. Under no circumstances will Seller accept for return and credit any Products that are in a non-saleable condition. Non-saleable Products include: products with refrigeration or freezing storage instructions; custom products or special orders; opened products supplied in non-resealable containers such as ampules; opened products supplied in tamper evident capped bottles; and products missing labels or packaging.

10. PAYMENT. Terms of sale are net thirty (30) days of date of invoice (subject to credit approval), unless otherwise stated. If the Buyer’s financial condition is in question, then Seller, in its sole discretion, may, without notice to Buyer, delay or postpone the delivery of 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 the 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.

11. 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.

12. EXPORT. This Agreement shall be construed and implemented in compliance with the United States Export Administration Act of 1979, which restricts exports of certain products and technology into certain countries, and all other applicable United States export controls. Buyer hereby agrees and shall cause each of Buyer’s customers to agree, that it will not knowingly, either directly or indirectly, export or re-export the Products into those countries, end-users or end-uses described in CFR Title 15 unless Buyer and/or such customers first obtain permission from the United States Bureau of Export Administration or other division as applicable. Buyer agrees and shall cause each of Buyer’s customers to agree, that it will commit no acts which directly or indirectly violate any United States export control law, regulation, treaty or other international agreement to which the United States adheres or complies or any applicable export, import or other laws of any other jurisdiction and agrees to indemnify in the manner set forth in Terms and Conditions No. 3 ”BUYER’S REPRESENTATIONS AND INDEMNITY” and to hold Seller harmless from any and all liabilities or costs incurred by Seller or its affiliates for any reason arising from or connected with any such violation, incurred intentionally or unintentionally.

13. PRICING. All prices quoted shall be in US dollars. Please contact Seller by e-mail (inquire@alchemicalresearch.com), telephone at toll-free (800) 381-9026 or (610) 833-8344, or visit Seller’s online store at catalog.alchemicalresearch.com for current prices prior to placing an order. Seller guarantees written quotations for thirty (30) days. Regarding price changes, shipment will be made promptly even if prices have been nominally increased. Price reductions will automatically be applied to your invoice.

14. NON-EXCLUSIVE PRODUCTS AND SERVICES. All contracts between Seller as a seller of Products and Services and any Buyer are non-exclusive and no exclusive relationship shall be created between Seller and Buyer as a result of this contract. Buyer hereby acknowledges and agrees that Seller has entered into this contract with Buyer as an independent contractor and that this contract creates no employment relationship. While protecting the privacy of its customers, Seller retains the right to provide its Products and Services to all customers.

15. GOVERNING LAW. All disputes as to the legality, interpretation, application, or performance of these terms and conditions shall be governed by the laws of the State of Pennsylvania including its conflict of laws principles. Each Party agrees that the forum for any dispute arising between them, which results in either Party instituting court proceedings, shall be the Common Pleas Court of Northampton County, Pennsylvania or the United States Federal District Court for the Eastern District of Pennsylvania.

16. INTERPRETATION. Paragraph headings have been inserted for convenience only and shall not be construed to modify the meaning of the provisions of these terms and conditions. All agreements shall be binding upon and inure to the benefit of the heirs, representatives, successors and assigns of the Parties. Any attachments to these terms and conditions are hereby made a part of this contract. These terms and conditions with its attachments constitute the entire Agreement between Seller and the Buyer and may not be modified except in writing signed by the Parties. No representations or agreements have been made or authorized except as expressly set forth in these terms and conditions. Any prior agreements, arrangements or undertakings relating to the subject matter hereof, whether oral or in writing are hereby superseded.

17. SEVERABILITY. All provisions in these terms and conditions are severable and in the event any of the provisions are ruled by any court of competent jurisdiction to be invalid, illegal, or unenforceable the remainder shall continue in full force and effect. Both Parties will, however, endeavor to replace any void provision by a valid one that in its economic effect is most consistent with the void provision. Both Parties must agree to any such replacement provision in writing.

18. WAIVER. No amendment, modification or waiver of any term, condition, right or remedy hereunder shall be effective for any purpose unless specifically set forth in writing signed by the Party to be bound thereby. The waiver by any Party of any breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition thereof. Failure or delay on the part of Seller to exercise any right, power or privilege under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude exercise of any other right, power or privilege.

19. NOTICES. All notices, requests, demands and other communications required hereunder shall be in writing; and shall be deemed to have been given or made by either Party to the other and shall be deemed sufficient in all respects when delivered personally by reputable international courier or when transmitted by confirmed facsimile or when placed in US mail, postage prepaid, certified mail, return receipt requested, and sent to the to the registered office of last known business address of the other Party.

20. RIGHTS OF THIRD PARTIES. The Parties to these terms and conditions do not intend that any term of this Agreement will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it. Nothing contained herein shall be construed to make the parties principal and agent or partners, or joint venturers, or to render either party liable for the debts or obligations of the other, and no provision herein is intended to create or constitute or nominate any person or entity as a third party beneficiary hereof.

21. SURVIVAL. All provisions of this Agreement, which by their nature must survive termination or expiration of this Agreement in order to give effect thereto, shall survive termination or expiration of this Agreement. Such provisions shall continue to bind the Parties hereto in the event that either Party sells, assigns or transfers its interests, in whole or in part.

CONTACT
P.O. Box 90776
Allentown, PA, 18109-0776
Toll-free (USA & Canada)
Tel: (800) 381-9026
Fax: (800) 381-9025
Website: http://alchemicalresearch.com
Catalog: https://catalog.alchemicalresearch.com
E-mail: inquire@alchemicalresearch.com
DISCLAIMER

Products are for R&D use only.
No listing of any Product or description of use shall be construed as a license to operate under, or a recommendation to infringe, any patent.
See Terms and Conditions of Sale.

Alchemical Research disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for any particular purpose and non-infringement.
See Website Terms and Conditions.

We only sell to qualified businesses, academic institutions, government institutions, and research centers.