Terms & Conditions
1. Contract Terms and Acceptance
All quotes, sales and shipments are subject to the terms and conditions contained herein and may be referred to as the Contract between us and the buyer for the purchase and sale of products and services. This Contract is created with you upon acceptance of your order (via sending a confirmation or by shipping the product requested). The Contract represents the entire agreement between you and Setareh Biotech LLC regarding the products and services we provide to you under it, and supersedes any previous agreements between us (whether written or oral). Any of your additional or different terms and conditions that you may provide to us, are material alternations and we do not accept them. If you submit a purchase order, whether or not in response to a quotation, you are deemed to have accepted and agree to the Contract, to the exclusion of any other terms and conditions appearing in or referenced in your purchase order. No variation of these terms will be binding upon the seller unless agreed to in writing and signed by an authorized representative of Setareh Biotech, LLC.
2. Changes to Terms
Orders may be changed or amended only by written agreement signed by both parties, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery. You may not cancel this order unless such cancellation is expressly agreed to in writing by Setareh Biotech. In such event, we will advise you of the total charge for such cancellation, and you agree 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 us by its suppliers, and any other cost resulting from cancellation of this order by Buyer which is permitted by us. We reserve the right to change these Terms at any time. Any changes made to these Terms will not apply to the Contract between us for any order we receive before the changes are made.
3. Orders, Delivery and Delays
All sales are FCA (FOB) Setareh Biotech's shipping point unless otherwise noted. If Shipping and Handling Charges are quoted or invoiced, they will include charges in addition to hazardous freight costs (if required). Delivery of the goods to the carrier at our shipping point shall constitute delivery to Buyer and Buyer shall bear all risk of loss or damage in transit. If any product is lost or damaged while it is being transported, we will try to help you deal with the issue with the carrier. We do not clear products for import into your country. Doing so is your responsibility. The general method of shipment for each item is listed in our Shipping Section on the website. However, Setareh Biotech reserves the right, at our discretion, to determine the exact method of shipment as some items are time and temperature dependent. We will try to meet the delivery dates specified in your order, depending on availability and any lead times that may apply. In the event that we need to make a delivery in installments, all such installments will 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 their obligations to accept remaining deliveries. Once you have placed your order, you cannot cancel it. If delaying the date of delivery would be helpful, please contact Customer Services to see if we can reschedule your delivery. Setareh Biotech 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 our reasonable control, including, without limitation, unsuccessful reactions, act of Buyer, embargo or other governmental act, 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.
4. Allocation, Inspection and Custom Orders
We want all our products to arrive in good condition. You shall inspect the goods and notify Setareh Biotech if any products are damaged or defective on delivery, or correct any shortage. You must contact use within 5 days from the day you receive the products if you wish to return it. Shipping charges will not be credited. We will give you instructions on returning the products and on replacements. If you do not contact us within this five-day period, the products will be deemed accepted by you. All product returns must be approved by us prior to the return of goods. A restocking charge of 20% or $20 (whichever is greater) shall be charged on returns that are not the result of our error. Custom products that we make in accordance with your specifications can only be returned if the custom products do not conform to the given specifications. In that case, we will, either replace the custom products or issue a refund to you equivalent to the price you paid for the custom products.
Terms of sale are net 30 days of date of invoice, unless otherwise stated. Each order is a separate transaction. If the financial condition of Buyer results in the insecurity of Setareh Biotech, we may, without notice to you, delay or postpone the delivery of the products; and we, are 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 you in the payment of the purchase price or otherwise, of this or any other order, Setareh Biotech, at its option, may defer delivery, cancel this Contract, or sell any undelivered products on hand for the account of Buyer and apply such proceeds as a credit, without set- off or deduction of any kind, against the contract purchase price, and you agree to pay the balance then due to Setareh Biotech on demand. You agree 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.
6. Price of Goods and Price Changes
The price of the product is displayed in our quotation to you. If we do not provide you with a quotation, the price will be the list price on the web the date we receive your order. Prices are subject to change without notice, so please contact us for current prices if you require this information prior to placing your order. In case there is a price discrepancy, we reserve the right to cancel the web order and notify you of the current price. Our prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. All standard shipping and freight charges, if you wish to use our carrier, will be added to your invoice. For details of our shipping policy, please contact Customer Services. We guarantee our written US Domestic quotations for 90 days.
7. Product use and Restriction
All products are for RESEARCH USE ONLY, and not for human or animal, therapeutic use. They may not be on the Toxic Substances Control Act (TSCA) inventory. You assume responsibility to assure that the products purchased from Setareh Biotech are approved for use under TSCA, if applicable .You must use our products in accordance with standard instructions. We do not submit our products for regulatory review by any government body or other organization, nor do we validate them for clinical use, for safety and effectiveness, or for any other specific use including such as in vitro diagnostic purposes, in foods, drugs, medical devices or for commercial purposes. It is solely your responsibility to make sure the products are suitable for your particular use. You are responsible for making sure that the way you use our products complies with applicable laws. You must obtain all necessary approvals, intellectual property rights, licenses and permissions you may need. If the product the Buyer purchased from Setareh Biotech is to be repackaged, relabeled or used as starting material or components of other products, you will verify Setareh Biotech's assay of the products. Buyer further warrants to Setareh Biotech that any material produced with products from us 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.
8. Warranties / Liabilities
We warrant that each product will meet its specifications stated in our published catalogs. This warranty lasts from the time we deliver the product until the expiration date listed on our Product Certificate, but only as long as the product was stored according to the Certificates' storage code. Buyer represents and warrants that it shall use all products ordered herein in accordance with the Product Use Section above, and that any such use of products will not violate any law or regulation. Buyer agrees to indemnify and hold harmless Setareh Biotech, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that we may sustain or incur as a result of any claim against us 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 of our products, or by reason of Buyer's failure to perform its obligations contained herein. All claims must be brought within one (1) year of shipment, regardless of their nature.
9. Custom Products
When we manufacture a custom product for you, we may discover that the design process will not work or is otherwise impractical for us to proceed. If this happens, we will notify you as soon as possible and you will not be obligated to pay any expenses incurred by us. By submitting a Custom order, you agree that you have provided us with all information that you are aware of regarding any biological and chemical hazards associated with the exposure to the product. Also, you agree that you have the right to have manufactured the product that you requested us to make.
Setareh Biotech's products are subject to US export laws, rules, treaties, regulations, and international agreements. Buyers assume the responsibility of abiding by the US export laws, rules, treaties, regulations, and international agreements along with applicable foreign laws when transferring, selling, importing, exporting, re-exporting, deemed exporting, diverting, or otherwise disposing of such products.
11. Patent Disclaimer
Setareh Biotech does not warrant that the use or sale of our products will not infringe on the claims of any United States or other patents covering the product itself or the use thereof in combination with other products.
Products shall not be returned for credit except with Setareh Biotech's permission, and then only in compliance with our return shipment instructions. Certain items may not be returned for credit. These items include: diagnostic reagents, refrigerated or frozen products; reagents and standards which have passed their expiration dates; custom products or special orders; products missing labels. Any returned items may be subject to a 25% processing fee as noted in paragraph 4 above.
13. Technical Assistance
At Buyer's request, Setareh Biotech may furnish technical assistance and information with respect to our products. Setareh Biotech makes no warranties of merchantability or fitness for any specific purpose with respect to technical assistance. Any suggestions by us regarding use or application of the product shall not be construed as a warranty.
14. Governing Law
We certify that to the best of our knowledge our products are produced in compliance with applicable requirements of the Fair Labor Standards Act, as amended, and the OSHSA Act of 1970. All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of the State of Oregon including its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract.
We will not be liable for failing to perform our obligations under the Contract to the extent caused by circumstances beyond our control. In certain situations, we may use our reasonable judgment and apportion products when available for delivery fairly among our customers. Our failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of our right to strictly enforce such terms or conditions or exercise such right thereafter. Any waiver of a default by you 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.