1. Acceptance

ALSTEM’s offer to sell product(s) to Buyer is expressly limited to Buyer’s acceptance of these terms and conditions. ALSTEM is shipping these goods subject to the General Terms and Conditions detailed herein (the “Terms”). The Buyer will be deemed to have assented to these Terms unless the Buyer return the goods to us within 15 days after the receipt of the goods. ALSTEM’s failure to object to provisions contained in any purchase order or other form or document from Buyer shall not be construed as a waiver of these Terms nor an acceptance of any such provision. These Terms, including all writings incorporated herein by reference, any quotation issued to you by us, and those specific terms of a purchase order or other document that are either consistent with these Terms or expressly agreed upon by us in writing, constitute the entire contract between us, and supersede all prior agreements and understandings between us, whether written or oral, relating to the subject matter hereof. In the event of a conflict, a quotation takes precedence over these Terms, and a written contract signed by both ALSTEM and Buyer takes precedence over either. If one or more of these Terms are held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining Terms shall be unimpaired.

2. Taxes and Payment

ALSTEM reserves the right to delete or change specifications and pricing of its products at any time without notice, unless otherwise explicitly specified in a written customer product quote. Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event ALSTEM is required to prepay any such tax, Buyer will reimburse ALSTEM. Payment terms shall be net 30 days after shipment by ALSTEM. ALSTEM reserves the right to charge a late fee to invoices outstanding beyond 30 days after shipment. ALSTEM may refuse to sell to any person until overdue accounts are paid in full. Buyer is responsible for all collection costs on past due accounts.

3. Delivery and Shipment

ALSTEM will make every effort to ship the products or provide the services hereunder in accordance with the requested delivery date, provided that ALSTEM accepts no liability for any losses or for damages arising out of delays in delivery. Shipment of all products are FCA ALSTEM’s shipping point. All shipment costs shall be paid by Buyer and if prepaid by ALSTEM, the amount thereof shall be reimbursed to ALSTEM. Products shipped with dry ice are subject to a handling charge, which is prepaid by ALSTEM and added to the invoice.

4. Custom Made-To-Order Products

ALSTEM may define certain products as Custom Made-To-Order (“CMO”). Buyer must provide ALSTEM with product specifications prior to the start of manufacturing a CMO product. ALSTEM and Buyer shall agree to all production and testing techniques prior to the start of manufacturing a CMO product. Buyer must provide a Purchase Order detailing product and delivery schedule for reserved product. Buyer shall purchase the entire lot of the CMO without regard to volume. Purchase Orders for a CMO product(s) are not cancelable.

5. Inspection and Return

Buyer shall inspect the goods upon the receipt of goods shipped hereunder, and notify ALSTEM of any claims for shortages, defects or damages. If Buyer fail to notify ALSTEM within three days after you receive the goods, the goods shall conclusively be deemed to conform to these Terms and to have been irrevocably accepted by Buyer. Authorization for all product returns must be approved by ALSTEM and a return authorization number given to Buyer prior to the return of goods. Not all items will be authorized for return, due to temperature and packing requirements. Items authorized for return must arrive at ALSTEM facilities in a state satisfactory for resale to be eligible for product credit. A restocking charge of 25% or $25 (whichever is greater) shall be charged on returns that are not the result of any error or fault of ALSTEM. Shipping charges will not be credited. Goods may not be returned for credit after 20 days after Buyer’s receipt of the goods.

At our discretion, we may issue a product credit or refund for the product value and shipping charges. No product credit shall be available for use if a past due balance is outstanding on the account. Any product credit not used within six months of the date of issue shall expire.

6. ALSTEM’s Standard Warranty

ALSTEM warrants to Buyer, our direct customer, that our products shall conform substantially to the description of such products as provided in our catalogues and literature accompanying the goods until their respective expiration dates or, if no expiration date is provided, for 6 months from the date of Buyer’s receipt of such products. ALSTEM MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The warranty provided herein and the data, specifications and descriptions of ALSTEM products appearing in ALSTEM’s published catalogues and product literature may not be altered except by express written agreement signed by an officer of ALSTEM. Representations, oral or written, which are inconsistent with this warranty or such publications are not authorized and if given, should not be relied upon.

In the event of a breach of the foregoing warranty, ALSTEM’s sole obligation shall be to repair or replace, at its option, the applicable product, provided the customer notifies ALSTEM promptly of any such breach. If after exercising reasonable efforts, ALSTEM is unable to repair or replace the product, then ALSTEM shall refund to the customer all monies paid for such applicable product. ALSTEM SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER DAMAGES SUSTAINED BY ANY CUSTOMER FROM THE USE OF ITS PRODUCTS.

7. Authorized Use

The purchase of ALSTEM products conveys to Buyer a non-transferable right to use the purchased product(s) in compliance with the intended use statement listed on the product data or product information that accompanies each product. Each product also may be accompanied by limited use information or limited use label licenses. Unless otherwise expressly stated in product data or product documentation sheets, ALSTEM products have not been tested for safety or efficacy.

Unless otherwise expressly indicated in our catalogues or on the label or other documentation accompanying the products, the products are intended for research use only and are not to be used for any other purposes including, but not limited to, unauthorized commercial purposes, in vitro diagnostic purposes, ex vivo or in vivo therapeutic purposes, investigational use, in foods, drugs, devices or cosmetics of any kind, or for consumption by or use in connection with or administration or application to humans or animals..

Buyer shall be completely responsible for: obtaining any necessary intellectual property permission, compliance with any and all applicable regulatory requirements, and conducting all necessary testing.

8. Technical Advice

ALSTEM may, at Buyer’s request, furnish technical assistance, advice and information with respect to the products, if and to the extent that such advice, assistance or information is conveniently available. It is expressly agreed that there is no obligation to provide such information which is provided without charge at Buyer’s risk and which is provided subject to the disclaimers and limitations of liability contained herein.

9. No Assignment

Orders are not assignable or transferable, in whole or in part, without the express written consent of ALSTEM.

10. Typographical Errors

Stenographical, clerical or computer errors on the face of any ALSTEM invoice shall be subject to correction by ALSTEM.

11. Third Parties

Nothing in this document is intended to create any rights in third parties against ALSTEM.

12. Fair Labor Standards

ALSTEM represents that the products or services provided hereunder were produced and/or performed in compliance with the requirements of all sections of the Fair Labor Standard Act of 1938, as amended.

13. Equal Employment Opportunity

ALSTEM is an Equal Opportunity Employer. It does not discriminate in any phase of the employment process against any person because of race, color, creed, religion, national origin, sex, sexual orientation, age, veteran or handicapped status. The ALSTEM Equal Opportunity Certificate, which is mailed annually to all vendors and vendees, is incorporated into this contract by reference.

14. Modification, Waiver of Breach

This contract may be modified and any breach hereunder may be waived only by a writing signed by the party against whom enforcement thereof is sought. The waiver by either party of any provision of these Terms and Conditions shall not operate as a waiver of such provision at any other time.

15. Governing Law

This contract shall be governed by and construed in accordance with the laws (other than those relating to conflict of laws questions) of the State of California.

16. Arbitration

Any and all disputes or controversies arising under, out of or in connection with this contract or the sale or performance of the products shall be resolved by final and binding arbitration in San Diego, California under the rules of the American Arbitration Association then obtaining. The arbitrators shall have no power to add to, subtract from or modify any of the terms or conditions of this contract. Any award rendered in such arbitration may be enforced by either party in either the courts of the State of California or in the United States District Court for the District of California in San Diego, California, to whose jurisdiction for such purposes ALSTEM and Buyer each hereby irrevocably consents and submits.

17. WEEE Directive

Buyer hereby agrees to bear any costs and conduct any required operations associated with the environmentally sound management of waste resulting from the products in accordance with all provisions, including any specific conditions, laid down by any national legislation, including legislation relating to electrical and electronic waste. Should Buyer be a distributor or the end user, for any disposal of used product support, please contact ALSTEM.

18. Entire Agreement

These Terms and Conditions of Sale shall constitute the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the sale of ALSTEM products and supersedes all prior and contemporaneous understandings or agreements of the parties

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