Terms & Conditions
Welcome to Hitobiotec Corp. ("Hitobiotec", “Company”, “Seller”, “we”, "us”, or "our") web site. Hitobiotec provides this website as a service to its customers. This website provides users ("you", "your", “Customer”, “Buyer” or "Subscriber") with access to extensive product information and documentation as well as online purchasing capabilities.
1. Sale and Products Acceptance – All orders or purchases of products from Hitobiotec are subject to and expressly conditioned upon the Terms and Conditions detailed herein, and upon buyer’s assent there to. Our shipment of products will be subject to these Terms and our offer to sell the products is expressly conditioned upon your acceptance of these Terms. 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 Hitobiotec. If you do not assent to these Terms, please notify us immediately and do not accept shipment of the Products. Your acceptance or use of the Products shall be deems as acceptance of these Terms.
Immediately upon receipt of Products shipped hereunder, Buyer shall inspect the Products and notify Seller in writing of any claims for order or shipping errors, shortages, defects or damages and shall hold any such goods for seller's written instructions concerning disposition. If Buyer fails to notify Seller within five (5) days after receipt of Products, the Products shall conclusively be deemed to conform to the terms provided herein and shall be irrevocably accepted by Buyer.
2. Product Delivery, Claims, Delays – Buyer hereby acknowledges and agrees that all Products ordered on the Web site shall be drop shipped by our authorized carrier and delivered to Buyer's designated delivery location, FOB Destination. Seller cannot ship to post office boxes.
All shipments are FCA Seller's shipping point. If Shipping and Handling Charges are quoted or invoiced, they will include charges in addition to actual freight costs. 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. Normally all items are shipped in a single shipment; however, we reserve 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.
Products should be inspected immediately upon receipt. Buyer 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 delay, loss or damage to the Product during the course of shipment caused by acts beyond our reasonable control, including but not limited to accident, theft, vandalism, strikes or other labor difficulties, riots, acts of war, acts of nature, act of Buyer, embargo or other governmental act, regulation or request affecting the conduct of Seller's business, or any other circumstances.
3. Order Placement and Charges – Registering on our Web site is free to eligible Subscribers. Subscribers may purchase any of the Products provided on the Web site at the prices designated on the Web site by selecting Products for purchase and completing our electronic order form (an "Order"). Seller charges Subscribers according to Seller's practices for shipping and handling costs and applicable sales taxes. All charges for Products ordered are displayed to the Subscriber on the pending Order prior to placement of the Order by Subscriber.
4. Changes, Cancellations or Returns —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. Orders for regularly stocked items may be cancelled provided that Seller receives notice before the order is shipped. Additions to an order after processing and shipping may be subject to additional freight charges. 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.
Products should be inspected immediately upon receipt. Buyer shall notify Seller of any claims for shortages or damage within five (5) days of receipt of the Products or they shall be deemed to have been accepted by you and to conform to the Terms. Authorization for all Product returns must be approved by Seller. In some instances of defect or damage, we may require you to destroy the Product at your site.
A restocking charge of 15% for non-hazardous products and a restocking charge of 25% for hazardous products shall be charged on returns that are not the result of any error or fault of Hitobiotec, including order cancellations that were submitted after an order was shipped but prior to your receipt. Customers are responsible for the shipping fee and bank processing fee. If the product authorized for return is hazardous, customer needs to return the product by Hazmat shipping (The products must be packed, labeled and shipped in accordance with DOT regulations governing transportation of hazardous materials and any other applicable requirements.). We cannot accept hazardous product returned in non hazmat shipping. Not all items will be authorized for return, due to temperature and packing requirements. Items authorized for return must arrive at our facilities in a state satisfactory for resale to be eligible for Product credit. No Product credit shall be available for use if a past due balance is outstanding on your account. Any Product credit not used within six months of the date of issue shall expire. Products may not be returned for credit more than 30 days from the day of invoice. Shipping charges will not be credited.
Seller reserves the right to reverse any credit issued to Buyer: (i) for any Product not returned after authorization and requested by Seller; or, (ii) if, upon return, such Product is determined by Seller not to be defective. Seller will grant full credit for: (i) Products not supplied in accordance with Buyer's orders; and, (ii) Products which are defective at the time of receipt by the Buyer. Seller will not grant credit for: (i) Products which have been discontinued; (ii) Products which are special orders or customized; (iii) Products not purchased from Seller; (iv) Refrigerated or temperature controlled Products; (v) Products which are outdated, shelf-worn, used or defaced and, therefore, unsuitable for return to stock and resale as new; (vi) reagents or chemicals which have been opened; and (vii) Products that have been shipped outside the United States.
5. Pricing and Payment – Seller reserves the right to delete or change the Product specifications, including price, at any time without notice. For the most up-to-date pricing information on any Product, please visit our web site, or contact our Customer Service. It is Buyer’s responsibility to verify all information, including price, set forth in the order confirmation, and to contact Customer Service prior to shipment if any information is incorrect. Buyer is obligated to pay the price and other charges as set forth in the order confirmation. Seller reserves the right to correct any misstated price in the order confirmation or any price containing a discount for which Buyer has not qualified at any time. In such event, Buyer may cancel the order or return the delivered Product(s) according to our standard cancellation and return policies as provided in Section 4.
Unless a purchasing account and a credit limit have been established, a credit card to be charged upon shipment is required for all orders. The amount of payment due shall be that amount reflected in each Order at time of Order placement by Buyer, comprised of the price of Products ordered at the time of Order placement, applicable shipping and handling charges, and applicable taxes reflected in the Order. For open account shipments, payment terms are net 30 days from date of invoice in US dollars. If you fail to pay any invoice when due, Hitobiotec may charge you a late payment charge. We reserve the right to collect interest at a rate equal to the highest applicable lawful interest rate on invoiced amounts not paid within thirty (30) days of invoice date, with interest to accrue monthly until full payment is received. If the account or any part thereof is referred for collection, you agree to pay all collection costs and attorney’s fees. All payments will be made in U.S. Dollars.
6. Taxes and Other Charges – Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge 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 provide Seller at the time the order is submitted or your account is opened with an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
7. Limited Warranty, Liability and Disclaimer – Seller warrants solely to Buyer that its products shall substantially conform to the description of such products as provided to Buyer by Seller through Seller's catalog, analytical data or other literature, for a period of twelve (12) months from the date of your receipt, or the stated life of the Product, whichever is the shorter (the "Warranty Period"). 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. Notice of suspected nonconforming Products must be made to Seller promptly and prior to the end of the Warranty Period. If Seller determines that the Product does not conform to the Specifications, we will replace the Product at no additional cost to you. This limited warranty shall not extend to anyone other than you as the original purchaser of the Product, and shall not be effective if Seller determines, in its sole discretion, that Buyer has altered or misused the Product in any manner, has failed to use or store it in accordance with our instructions or industry standards and practices, including any limited use statement, or if the defect results from neglect or accident. 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 the replacement of such Product without charge or refund of the purchase price, upon the return of such Product in accordance with our instructions prior to Acceptance. This limited warranty applies to all Hitobiotec Corp. sales made domestically or internationally. SELLER SHALL NOT IN ANY EVENT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) 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.
Seller makes no warranty whatsoever in regard to products furnished by third parties. Such products are subject to the warranties, if any, of their respective manufacturers to the extent they are transferable or otherwise available to our customers.
EXPRESS DISCLAIMER OF WARRANTIES - EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 7, ALL PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND HITOBIOTEC EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES NOT EXPRESSLY SET FORTH IN THIS SECTION 7. Hitobiotec disclaims any and all responsibility for any injury or damage which may be caused by the failure of the Customer or any other person to use the Products in accordance with the conditions outlined herein, on the applicable Certificate of Analysis, or Product manual.
8. Compliance with Laws, Regulations – 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 shall comply with all applicable laws, statutes, ordinances and regulations in effect from time to time regarding your use of the Service and your purchase and use of Products.
9. Buyer's Use of Products — Seller's products are supplied on the condition that they are used for laboratory research purposes only. They 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 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. By accepting delivery of our products you are expressly agreeing to use our products for research purpose only. Unless otherwise authorized by us in writing, Products purchased from us may not be resold, modified for resale, or used to manufacture commercial products. You represent and warrant to us that the Products sold to you (i) will be used only for your own internal research and development, (ii) will only be used in compliance with any applicable limited use statement or limited label license or applicable law and (iii) will not be resold or otherwise transferred or conveyed to any third party without our prior express written consent.
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 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 intended primarily 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 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.
10. Buyer's Representations and Indemnity — Buyer represents and warrants that it shall use all products ordered herein in accordance with Paragraph No. 9 "Buyer's Use of Products", and that any such use of products will not violate any law or regulation. Buyer agrees, at your own expense, to indemnify, defend and hold harmless Seller, its employees, agents, successors, officers, and assigns, from and against any suits, losses, damages, 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 or resale 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.
11. Patent Disclaimer — Seller does not warrant that the use or sale of the products delivered under 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.
12. 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. Buyer assumes sole responsibility for results obtained in reliance thereon.
13. Miscellaneous — Seller's exercise of any option or 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. We may assign our rights and/or obligations under these Terms to any person in whole or in part. 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 nor be used to modify the meaning of the Terms. 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.
14. Changes to Terms and Conditions
If you have any questions or concerns regarding these Terms and Conditions, or any notices or complaints, please contact us at the following address: P.O. Box 7528, Kingsport, TN 37664, or by e-mail at firstname.lastname@example.org.