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Terms and Conditions of Sale

These Terms and Conditions of Sale (the "Terms") apply when you ("Buyer") purchase chemicals ("Products") from Ark Pharm, Inc. ("Seller"). Seller will do business only on these Terms, and Seller's acceptance of orders is expressly subject to and conditioned on Buyer's acceptance of these Terms.
Acceptance; Entire Agreement

All orders for Products are subject to acceptance by Seller and shall be governed exclusively by these Terms. These Terms, together with the email, price quotation, order acknowledgement or similar form issued by Seller and referencing these Terms (collectively, the "Agreement") constitute the entire agreement between Seller and Buyer pertaining to the Products, and supersede all prior or contemporaneous negotiations, discussions, understandings or agreements between the parties. These terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Seller expressly rejects any and all additional or contradictory terms specified in any purchase order, email, acknowledgement, confirmation, or any other document supplied by Buyer pertaining to the Products. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms. No modification of any term or condition will be valid or binding upon Seller unless approved in writing by Seller.

Quotations, Prices and Quotations, Prices and Payment Terms

Unless extended in writing by Seller, any price quotation referencing these Terms shall expire if not accepted within thirty (30) days from the date of the quotation. All prices are in U.S. Dollars. Prices are subject to change without notice, and, unless the prices are specifically held open on Seller's quotation, any unshipped Products will be invoiced at Seller's prices in effect at time of delivery. Seller reserves the right, without prior notice, to discontinue products, or change specifications and prices on Products. Freight and insurance are prepaid and added to the invoice. Buyer is responsible for the cost of any packaging requirements, including, without limitation, special packaging for international shipments and dangerous goods shipments. Terms of payment are net thirty (30) days from Seller's date of invoice. Seller reserves the right to charge interest at the rate of 1.5% per month for all amounts that are more than thirty (30) days past due. Seller reserves the right to require full advance payment in certain cases, for any reason. Buyer is responsible for bank charges for all overseas transactions.

Delivery

Products will be delivered within a reasonable time after receipt of Buyer's order. Seller shall not be liable for any delays, loss or damage in transit. Unless otherwise agreed to in writing by Seller, Seller shall deliver the Products to the destination identified in Seller's order, and Seller shall use Seller's standard methods for packaging and shipping. In most cases, orders are shipped via UPS or DHL door-to-door delivery service.

Taxes and Fees

All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such taxes, duties, charges, excise, custom, inspection and testing fees and any other charge imposed by government authority.

Shipping; Risk of Loss

All shipments are F.O.B Seller, and Buyer shall pay all costs related to shipping and packaging. Risk of loss will pass to Buyer at the time the Products are tendered for shipment. Seller shall use good faith efforts to deliver the Products by the anticipated delivery date, but Seller shall not be held responsible for failure to meet such anticipated delivery date. Delivery dates are estimates only. Title to the Products will remain with Seller until full payment is received by Seller.

Use of Product

All products are for research and development laboratory use only, not for human or animal application, and should be handled only by competent, suitably trained persons, familiar with laboratory procedures and potential chemical hazards. All compounds are supplied on the condition that the customer alone accept total responsibility for their use and any misuse, and for safe disposal of all such compounds.

Claims for Shortages

All claims other than warranty claims, including claims for shortages, must be made within seven (7) days of receipt of Products. BUYER'S FAILURE TO MAKE ANY CLAIM WITHIN THE SPECIFIED TIME PERIOD WILL RESULT IN THE UNCONDITIONAL WAIVER OF SUCH CLAIM.


Indemnification

To the fullest extent permitted by law, Buyer shall, at its expense, defend, indemnify, and hold harmless Seller and Seller's affiliates, agents, directors, officers, shareholders, employees, successors and assigns (the "Seller Indemnitees") from and against any claims, allegations, losses, verdicts, settlements, costs, penalties, actions, suits, expenses, liabilities, damages and attorney's fees ("Claims") arising from or related to (i) Buyer's breach of this Agreement; (ii) Buyer's violation of or failure to comply with applicable laws; (iii) bodily injury or death to a person, or damage to property, caused by the acts or omissions of Buyer or Buyer's personnel; and (iv) Buyer's or Buyer's personnel's reckless, negligent or willful misconduct.

Warranty; Limitation of Remedies and Damages; Returns

Seller warrants that at the time of shipment the Products will be of the stated quality. THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SELLER DISCLAIMS ALL WARRANTIES THAT MAY OTHERWISE ARISE AS A RESULT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. The Buyer must inspect Products immediately on receipt and if a Product fails to conform to the express warranty under this Section, Buyer must promptly notify Seller. Seller's liability and Buyer's sole and exclusive remedy hereunder will be limited to replacement of such Products or credit for such Products, at Seller's option, with respect to Products found by Seller in its sole discretion to be defective and returned to Seller at Buyer's expense within thirty (30) days of receipt of such Products. Products may not be returned without Seller's express authorization. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR TO ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, LIQUIDATED, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR CLAIMS FOR LOST PROFITS, LOST TIME, LOST REVENUE, OR LOSS OF USE ARISING FROM THE SALE OR USE OF THE PRODUCTS OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY OTHER CAUSE WHATSOEVER, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, PRODUCT LIABILITY, NEGLIGENCE OR OTHERWISE, AND EVEN IF SELLER IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SELLER’S LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL OF THE AMOUNTS PAID BY BUYER FOR THE PRODUCTS GIVING RISE TO BUYER'S CLAIM.

Hazardous Chemicals

Many chemicals are hazardous. All Products should be handled only by qualified individuals trained in laboratory procedures and familiar with the potential hazards of the chemicals. All Products are intended for laboratory research purposes, and NOT for drug, household or other use. Buyer is responsible for consulting and complying with any applicable safety standards for the safe use of the Products, and Buyer is also responsible for the disposal of all Products in accordance with applicable laws.
Ark Pharma does not sell controlled substances or other illegal substances. By submitting an order with Ark, you are representing and warranting to Ark that the chemical name in question is not a controlled substance or otherwise an illegal substance that is prohibited by law.

Changes to Orders

Seller reserves the right to discontinue Products or change specifications of Products at any time without prior notice to Buyer.

Compliance with Law

Buyer shall comply with all applicable laws, regulations and ordinances, including, without limitation, all export laws of the United States and other applicable trade control laws and regulations with regard to the exportation of the Products. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement.

Governing Law; Dispute Resolution

This Agreement, and any disputes arising hereunder, shall be governed by the laws of the state of Illinois, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The failure of Seller to insist upon strict performance of any of these Terms will not be considered a continuing waiver of any such term or condition, or any other term or condition, or any of Seller's rights. Any controversy or claim arising out of or in connection with this Agreement shall be settled by arbitration. Except with respect to the interpretation and enforcement of these arbitration procedures (which shall be governed by the Federal Arbitration Act), the arbitrator shall apply the governing law set forth in this Agreement in connection with the dispute. The arbitration will be conducted in accordance with JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (“Rules”). The arbitration will take place in Chicago, Illinois, and shall be conducted in the English language.

Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

Force Majeure

Seller shall not be liable or responsible to Buyer, nor be deemed to have breached this Agreement, for any delay or failure to the extent such failure or delay is caused by or results from causes beyond the reasonable control of Seller, including acts of War, terrorism, weather, acts of God or nature, strikes, labor disputes, riots, civil disorder, embargo, internet outage, earthquake or the like.

Setoff

Seller may set off and deduct from any amounts due to Buyer any amounts owed to Seller. Buyer may not set off any amount due to from Seller against any amount due Seller, whether or not under this Agreement, without Seller's prior written consent.

Relationship of Parties

This Agreement shall not be construed as creating any agency, partnership, joint venture, or other similar legal relationship between the parties; nor will either party hold itself out as an agent, partner, or joint venture party of the other party. Both parties shall be, and shall act as, independent contractors. Neither party shall have authority to create any obligation or make any commitments on the other party’s behalf.

Notices

Any notice required or permitted to be given under this Agreement must be in writing and will be considered given when deposited, postage prepaid, in the United States Postal service and addressed to the other party at the address given in this Agreement.

Severability

The invalidity or unenforceability of any provision of this Agreement, pursuant to any applicable law, shall not affect the validity or enforceability of the remaining provisions hereof, and this Agreement shall be construed to the extent possible as if not containing the provision held invalid or unenforceable.

Survival of Provisions

All provisions of this Agreement that by their nature are intended to extend beyond the termination or expiration of this Agreement for any reason, shall survive the termination or expiration of this Agreement.

Assignment

Buyer may not assign any of its rights, duties or obligations under this Agreement without Seller's prior written consent. Any such attempted assignment without Seller's advanced written consent is null and void.