The terms and conditions stated herein shall govern all sales of products made by TBSI, regardless of the terms and conditions stated in any purchase order submitted by the purchaser ("Purchaser"). TBSI hereby disclaims and rejects any terms and conditions appearing in a purchase order from Purchaser that are in addition to, or inconsistent with, the terms and conditions stated herein. Any such additional or inconsistent terms and conditions shall not be a part of the contract and shall not be binding on TBSI. The terms and conditions stated herein shall govern over any contrary terms in Article 2 of the Uniform Commercial Code or the INCOTERMS of the International Chamber of Commerce.
TBSI products are intended, designed and manufactured SOLELY for use in animals for scientific research purposes and are not intended for any clinical, therapeutic, diagnostic, or any other medical or veterinary use. Purchaser shall use TBSI products only for Purchaser's own research requirements in accordance with the aforementioned intended use. WARNING: TBSI products have not been registered with the Food and Drug Administration for use in humans. It is a misuse of TBSI products, and a possible violation of the law, to use this product in humans.
Unless otherwise specified, no TBSI products will be shipped until Purchaser has submitted a written purchase order. Purchase orders shall state: the TBSI products ordered, including model numbers, if applicable; quantity; requested delivery dates; billing address; shipping address; and shipping instructions.
Purchaser's purchase orders shall not be subject to cancellation, changes or reductions in amount, or suspension of deliveries except upon TBSI prior written consent and upon terms which indemnify TBSI against loss.
Unless otherwise stated, all TBSI quotations are valid for a period of ninety (90) days from the date of quotation. All quotations of product prices shall be FCA (INCOTERMS 1990) TBSI, USA and exclusive of VAT and import duties. All freight and insurance will be prepaid by TBSI and added to the invoice, unless otherwise arranged by the Purchaser with TBSI.
Any date of delivery furnished by TBSI to Purchaser is determined from the date of TBSI receipt of Purchaser's purchase order and, its agreement to payment terms as shown below; this date is only an estimate of the date of delivery, not a guarantee of a particular delivery date. If prepayment or Letter of Credit payment terms are required by TBSI, the delivery date is determined from the date of TBSI receipt of such prepayment. TBSI shall not be liable for a failure of delay in shipment.
Errors or Omissions
Errors or omissions in any TBSI quotation, acceptance, specification or other document shall be subject to correction at TBSI discretion.
Payment terms are net thirty (30) days from the date of the invoice. All purchase orders are subject to approval by TBSI, which reserves the right to change or withdraw credit terms without notice. All payments shall be made in US Dollars, and may normally be by check or money order, but at TBSI discretion, payment may be required through cashier's check, irrevocable letter of credit or wire transfer. All bank fees or charges shall be paid by Purchaser.
Purchaser shall pay a late fee of one and one-half percent (1.5%) per month on all balances not paid within thirty (30) days from the date of invoice. Excessive late payments may cause future purchase orders to be shipped to Purchaser on a prepayment, COD, or irrevocable letter of credit basis.
For any Purchaser within the USA, Purchaser hereby grants to TBSI a purchase money security interest in all of Purchaser's inventory of TBSI products, whether heretofore or hereafter acquired from TBSI. Purchaser hereby irrevocably appoints TBSI as Purchaser's attorney-in-fact to prepare, execute and file financing statements showing TBSI interest in such TBSI products. Purchaser shall pay the cost of filing all such financial statement. Upon the occurrence of any default by Purchaser with regard to payment for shipped TBSI products, and at any time thereafter, TBSI may without prior notice to Purchaser take possession of such TBSI products, wherever they may be found, or exercise and enforce any and all rights and remedies otherwise available to a secured party under the Uniform Commercial Code upon such default. For any Purchaser outside the USA, notwithstanding the passing of the risk of loss to Purchaser as provided herein, TBSI shall retain title to the products sold to Purchaser until receipt of full payment of the purchase price.
Unless otherwise requested in writing by the Purchaser, (a) all TBSI products will be shipped by whatever means and carrier that TBSI considers being the most appropriate method of transportation, and (b) all freight and insurance charges will be prepaid by TBSI and added to the invoice. Risk of loss shall pass to Purchaser upon delivery by TBSI to the carrier.
Unless otherwise specified upon TBSI acceptance of purchase order, all products are produced in accordance with TBSI standard production processes. Specifications provided in TBSI literature are subject to change without notice. TBSI reserves the right to add, delete, alter of modify products at its discretion.
All TBSI software provided with TBSI products shall be subject to TBSI standard Software License Agreement, which shall govern all use of such TBSI software.
All custom orders must be specified in writing and are subject to TBSI express acceptance. Furthermore, Purchaser shall, with respect to custom orders produced according to Purchaser's specifications, defend TBSI at Purchaser's expense and pay all costs and damages of any kind (including TBSI attorney's fees) incurred by TBSI as the result of any suit or other legal proceeding against TBSI for infringement of any letters patent, trademarks, copyrights, or other rights by reason of use of such specification, provided TBSI promptly notifies Purchaser in writing of such claim of, or suit for, infringement and tenders the defense thereof to Purchaser. Additionally, at TBSI’s option, TBSI may be separately represented in any such suit at TBSI’s own expense.
By accepting delivery of any TBSI product, the Purchaser agrees to use that product only for its Intended Use. The Purchaser assumes, without limitation, all risk of injury, damage, or otherwise arising out of any use other than the Intended Use of a TBSI product.
The Purchaser agrees to assume all liability arising out of any use other than the intended use of a TBSI product by any third party who has directly or indirectly obtained the product from the Purchaser. In addition, the Purchaser agrees to indemnify, defend, and hold harmless TBSI against all inquiries, claims, damages, actions, causes of action, injuries, and litigation arising out of any use other than the Intended Use of a TBSI product purchased by the Purchaser.
Notification of Complaints
Purchaser shall notify TBSI within ten (10) days of receipt of TBSI products regarding any defect or deficiency therein, including questions regarding the invoice, shipping errors or lost or damaged shipment. Failure to provide such notice to TBSI shall be deemed acceptance of such TBSI products as complete and satisfactory to Purchaser.
Purchaser shall contact TBSI to return any unused, loaned, or damaged TBSI product. Purchaser shall obtain the appropriate forms from TBSI prior to returning any such product or returning product to TBSI. Items returned without proper TBSI forms will be delayed in processing.
ONLY THE EXPRESS LIMITED WARRANTIES SET FORTH IN TBSI STANDARD WARRANTY POLICY SHALL APPLY TO TBSI PRODUCTS. TBSI HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TBSI standard warranty policy covering any TBSI products shall be NULL, VOID, AND OF NO EFFECT if the purchaser or any third party uses that product for any use other than the intended use of that product.
North Carolina law, excluding its choice of law rules, shall be controlling for all purposes regarding any claim or dispute between TBSI and Purchaser. The sole and exclusive forum for any action commenced by Purchaser shall be in a state or federal court in North Carolina.
If TBSI is the prevailing party in any suit or other legal proceeding between Purchaser and TBSI, TBSI shall be entitled to its reasonable attorney's fees and costs incurred therein.