Terms and Conditions
These general terms and conditions ("TERMS") shall apply to all sales of goods and services ("PRODUCTS") by Novus Biologicals LLC. ("NOVUS") to a customer procuring these goods and services ("BUYER") from Novus or a Novus authorized agent or distributor. These Terms shall apply to all purchases regardless of method of submission ("ORDER"). Novus' acceptance of any Order is expressly conditioned on Buyer's agreement to these Terms. Novus reserves the right to change these Terms at any time and for any reason.
- Pricing: Buyer shall pay the prices as specified in the Order. If no price is shown on the order, Buyer is subject to the pricing set for in Novus' standard price list in effect on the date that Novus accepts the Order. Novus reserves the right to change prices at any time without notice. Buyer shall be responsible for all applicable purchases.
- Purchase and Sale: Novus shall sell to Buyer, and Buyer agrees to accept and pay for, all Products specified by the Buyer's Order which has been accepted by Novus. All Orders shall be subject to acceptance by Novus either by shipment of Products or by written consent. Novus reserves the right to accept an order in its entirety or in part.
- Payment Terms: Payment terms are net thirty (30) days from the date indicated on Novus' invoice. Buyer is responsible for all charges, including bank fees that may arise in making the payment. Buyer will only be charged for the products shipped. Backordered items will be invoiced upon shipment. In case of failure to fulfill payment terms, Novus reserves the right to suspend delivery of any Products, cancel/suspend any Orders, reject future Orders and/or charge a late fee at the rate of one and a half percent ("1.5%"). Buyer shall pay any and all reasonable costs, including attorneys' fees incurred by Novus in pursuit of collecting a delinquent balance.
- Delivery: Domestic and International orders will be dispatched FOB Origin by the servicing office as defined by Novus according to INCOTERMS ® 2010. Shipments shall be made in a commercially reasonable manner as determined by Novus. Novus reserves the right to select the packaging, shipping method and carrier that shall fulfill the Buyer's Order. Novus will not assume any liability in connection with the shipment nor will the carrier be defined as an agent of Novus. Buyer agrees to pay for all transportation and shipping fees, including but not limited to: freight, insurance, packaging and handling fees, taxes, duties, and all other charges that might be applicable to the Products.
- Tax: Sales tax shall be added when shipping to regions where Novus is responsible for collecting sales tax unless the Buyer has provided tax exemption documentation to Novus and is therefore on record with Novus. Buyer is solely responsible for any applicable taxes, and agrees to indemnify Novus for any such tax if not properly paid by the Buyer. The Buyer is responsible to insure that the proper exemption documentation is on file. Buyer should contact Novus to correct account information and should note any changes explicitly on affected Orders.
- Product Use: Unless otherwise expressly noted by Novus in writing, all Products are for research use only and are not approved for use in humans or animals for clinical diagnosis or therapeutic use. Buyer is wholly responsible for adhering to all applicable laws, regulations and governmental policies when using Novus' Products. Buyer shall be responsible for obtaining all necessary licenses, approvals, documentation or intellectual property rights from applicable third parties which may be required by the Buyer's research/intended use.
Buyer also agrees as a material condition of this agreement that in Novus providing its Products to the Buyer, the Buyer agrees that it shall not, directly or indirectly reverse engineer, disassemble or perform other analyses whose purpose might be to discern the formulation, methodology or production of any Product.
- Transfer Prohibited: In the absence of any written agreements to the contrary, all Products are sold by Novus for the exclusive use of the Buyer and shall not be resold, transferred etc. to any other party.
- Return Policy: Products needing to be returned for non-technical (wrong product, cracked vial, short fill, etc.) reasons must be returned within 10 days of purchase. All returns require a Return Authorization prior to returning the product, which must be obtained from Novus' customer service. Upon receipt and inspection of the product Novus will offer a credit for the purchase price of the product less the original shipping and handling charge ("Partial Credit"). If an error by Novus results in the shipment of an incorrect Product, Novus at its discretion will ship, free of charge, the correct Product or credit the Buyer's account for the purchase price and the shipping charges. If an error by the Buyer results in the shipment of incorrect products, this must be reported within 10 days. Buyer must receive a Return Authorization.
- Limitation of Liability: Novus' liability arising from or as a result of these Terms and Conditions shall be limited to the purchase price of the Products on the accepted order from the Buyer. Under no circumstances shall Novus be liable to the Buyer for any loss of use, production or profit, loss of data or time, contracts, etc., be these consequential, economic or indirect as a result of the use of Novus' products. In no event shall Novus be liable for the cost of procurement of substitute goods.