Terms and Conditions
Standard Terms and Conditions of Sale
Except as expressly otherwise agreed to in writing by an authorized representative of Seller, the following terms and conditions shall apply to and form a part of the Quotation, Order Acknowledgement and any order resulting therefrom, and any additional and/or different terms of Buyer’s purchase order or other form of acceptance are rejected in advance and shall not become a part of any order resulting from this Quotation.
GENERAL: These Standard Terms and Conditions of Sale (the "Terms") govern all sales of products (the "Products") by Immaculé Lab ("Seller") to buyer ("Buyer") regardless of whether Buyer the parties with respect to the same. All purchase orders, whether or not based upon Seller's quotation, are subject to acceptance by Seller only at its general offices in Houston, Texas. All purchases by purchases the Products through the medium of written purchase orders or electronic orders, and supersede all prior or contemporaneous oral or written agreements, proposals, and discussions among Buyer, or any agent thereof, and all sales by Seller are expressly limited to and conditioned upon Buyer's assent to these Terms. Buyer agrees that any order for, acceptance of, or payment for Seller's Products shall conclusively be deemed to constitute Buyer's acceptance of these Terms. Buyer agrees that all Buyer requests for quotation, purchase orders, requests for shipment and all other Buyer terms, documents, or oral statements, and all prior performance, courses of dealing, and industry practice are excluded and shall not apply to the purchase of any Seller Products or be used to waive, modify, vary, explain, or supplement all or any part of these Terms and are hereby objected to and rejected by Seller. To the extent there is a conflict between these Terms and the written or typed terms and conditions attached, affixed, or incorporated by reference hereto or herein, these Terms shall prevail except to the extent expressly assented to in writing and signed by Seller.
PRICE AND PAYMENT TERMS: Prices are FOB Houston, TX. Prices are subject to change at any time, except with respect to orders which have been accepted by Seller and outstanding quoted prices which shall be valid for the longer of ten (30) days or the period specified in Seller's quote. All prices are based on the quantity indicated in Seller's quote and/or Seller's written sales order confirmation. Any notice or instruction from Buyer requesting a change in the quantity, specifications, or other terms will not be effective unless accepted in writing by Seller. Payment terms for all Products shall be specified on the front of Seller's written sales order confirmation. If not specified therein, standard payment terms are 60% down / 40% prior to delivery. Buyer agrees to pay late charges of one percent (1%) per week on any unpaid balances more than five (5) days overdue and to reimburse Seller for all costs and expenses, including reasonable attorneys' and paralegal fees, and court costs, incurred in collecting any overdue amounts. Once products are ready to be shipped, customers have five (5) business days to pick up the order or agree to pay a $300 USD per pallet per month storage fee. All orders not picked up within six (6) months of invoice date will be discarded at the customer's expense.
TAXES: Unless otherwise agreed to in writing by Seller, all prices are exclusive of all duties, and all federal, state and local taxes. Buyer shall pay any sales, use, value added, excise, gross receipt, gross income, business, occupation or other present or future taxes, duties or assessments of a governmental authority on the sale, purchase, delivery, transport, use or storage of, or otherwise in connection with, Products sold by Seller to Buyer. Buyer agrees to indemnify and hold Seller harmless from any liability for tax in connection with Products sold hereunder, as well as the collection or withholding thereof, including penalties and interest thereon.
TIME FOR DELIVERY: All shipping and delivery dates or schedules provided by Seller are approximate projections only. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF ANY DELAY IN DELIVERY OF PRODUCTS SOLD HEREUNDER.
SHIPMENTS: Shipping terms are specified on the front of Seller's written sales order confirmation. If not specified therein, shipments will be made F.O.B. Seller's facility. At Seller's option, Seller may ship some or all the Products sold hereunder from different facilities than indicated on Seller's written sales order confirmation. Seller reserves the right, upon prior written notice to Buyer, to ship Products prior to the scheduled shipping date and to ship to and invoice Buyer for a quantity of Products, which may vary up to ten percent (10%) over or under the quantity required by Buyer, and Buyer shall accept delivery and pay for such revised quantity.
RISK OF LOSS AND TITLE: Risk of damage to or loss of the Products sold pursuant to these Terms and all liabilities attendant thereto shall pass to Buyer upon Seller's delivery to carrier at the shipping point. Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Terms, legal and beneficial title of the Products shall not pass to Buyer until Seller has received payment in full of the price of the Products. All claims by Buyer for damage, loss or delays in transit shall be made by Buyer against the carrier, and Seller shall have no responsibility or obligations with respect to any damage, loss or delay. If Seller arranges transportation for Buyer, such arrangements shall be at Buyer's sole risk and expense, and transfer of title and risk of loss as specified above shall not be affected. Buyer shall pay any increase in transportation costs that are charged to Seller subsequent to its invoice to Buyer, including any fuel surcharges.
INSPECTION AND NOTIFICATION: Acceptance of any shipment of Products shall be presumed conclusively to have occurred ten (7) days following delivery of Products to Buyer, unless Buyer has accepted the Products prior to that date. Buyer shall inspect the Products upon receipt and report to Seller promptly any alleged error, shortage, defect, or nonconformity of such Products. Buyer waives any claim or right to revoke acceptance if Buyer fails to so inspect and report promptly.
TRANSPORTATION: All Products will be packed for shipment in accordance with Seller's standard practices. If Seller ships products in returnable containers or equipment, Buyer will promptly unload and return such containers and equipment in the same condition as delivered (normal wear and tear excepted) and within the tariff or contracted period free of demurrage or extra detention charges. All applicable demurrage or extra detention charges on such containers or equipment shall be for Buyer's account. Buyer is responsible to inspect such containers and equipment for damage caused by the carrier and to promptly notify carrier and Seller of any damages found. During periods where Seller's containers or equipment are in the possession of Buyer, Buyer is responsible for same and shall be liable to Seller for any and all damage to or destruction thereof, which is directly attributable to Buyer.
PRODUCT LIMITED WARRANTY: Seller warrants that Seller products will be free from defects in materials and artistry for 180 days from the delivery date, shipment of invoice only. Buyer must give Seller written notice of the defect within five days of receiving the products. During the warranty period, Seller will, at its option, (i) rework the product or (ii) replace the product with a comparable product, or if Seller requests you to return defective products, you must do so within five days. Buyer must reasonably inspect the product at delivery and follow Seller's warranty processes. If you supply your components, you are responsible for adequately packaging your product, paying all shipping costs, loss, or damage to the product during shipping, and any other taxes, fees, or charges associated with transporting the product. This limited warranty does not cover misuse or minor imperfections within design specifications or which do not materially alter functionality. Seller does not warrant and is not responsible for damages caused by misuse, abuse, accidents, unauthorized service or parts, or the combination of seller products with other products. The Seller does not warrant products shipped directly to Amazon or any other online/offline retailer; the buyer acknowledges that he should be responsible for inspecting the products before shipping them to any retailer or location other than the buyer's location. It is the buyer's responsibility to do their quality control, not the Seller's. This limited warranty does not cover non-seller products or buyer- formulated products. THE FORGOING LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SELLER WITH RESPECT TO PRODUCTS SOLD BY SELLER. SELLER MAKES NO AND DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY; ANY IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE; ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE; ANY IMPLIED WARRANTY ARISING FROM ANY USE OF ANY PRODUCTS, OR SELLER'S AND/OR BUYER'S CONDUCT IN RELATION TO THE PRODUCTS WHETHER OR NOT THE PURPOSE OR USE OF THE PRODUCTS HAS BEEN DISCLOSED TO SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL OTHER WARRANTIES OF SELLER, EXPRESS OR IMPLIED, AND ALL REPRESENTATIONS, GUARANTEES, INSTRUCTIONS, PROMISES, DESCRIPTIONS AND SAMPLES FROM SELLER PERTAINING TO QUALITY OF THE PRODUCTS, CONDITION, CHARACTERISTICS, PERFORMANCE OR OTHER MATTERS, AND ALL WARRANTIES OF SELLER WITH RESPECT TO ANY PATENT INFRINGEMENT INVOLVING THE PRODUCTS SOLD HEREUNDER ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED.
DISCLAIMER OF WARRANTIES: Limitation of liability: this limited warranty is the only warranty applicable to the products and replaces all other warranties or conditions, express or implied, including, but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose. Expressly, except as provided herein, the Seller undertakes no responsibility for the quality of the products or for the products being fit for any specific purpose for which you may be buying the products. Any implied warranty is limited in duration to the warranty period. No oral or written information or advice given by Seller, its agents, or employees shall create a warranty or in any way increase the scope of this limited warranty. The Seller's maximum liability to a buyer is limited to the purchase price you paid for products or services. Neither buyer nor Seller is liable to the other if you or it are unable to perform due to events beyond control, such as acts of GOD, or for property damage, personal injury, loss of use, interruption of business, lost profits, lost data or other consequential, punitive or special damages, however, caused whether for breach of warranty, contract, tort ( including negligence), strict liability or otherwise different than those damages that are incapable of limitation, exclusion or restriction under applicable law. Immaculé Lab, Inc. assumes no liability for product compatibility with the containers (jars/ bottles/ tubes); customers are advised to perform such tests before purchasing from Immaculé Lab, Inc and customers have been advised to do compatibility testing of products with containers (jars/ bottles/ tubes..) and their other parts before filling in such containers at an outside testing company they need to find and work with, Immaculé Lab, Inc do not perform such tests and assume no liability of any problem that may arise. All disputes regarding this order would be governed by Texas Law, Harris County. No return or exchange is allowed, and orders are not cancelable LIMITATION OF SELLER'S LIABILITY: IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES ARISING FROM OR RELATED TO ANY INJURY TO PERSONS; LOSS OF VALUE OR USE; LOSS OF ANTICIPATED REVENUE OR PROFIT; DAMAGE TO OR LOSS OF OTHER PROPERTY; OR COST OF SUBSTITUTE SUPPLIES. Seller's liability and Buyer's exclusive remedy for any cause of action arising in connection with these Terms or the sale or use of the Products, whether based upon negligence, strict liability, breach of warranty, breach of contract, or equitable principles, is expressly limited to, at Seller's option, replacement of, or repayment of the purchase price for the portion of, the Products with respect to which damages are established. All claims of any kind arising in connection with these Terms or the sale or use of the Products shall be deemed waived unless made conspicuously and expressly in writing within thirty (7) days from the date of Seller's delivery, or the date fixed for delivery in the event of non-delivery. Any claim shall be subject to Seller being provided a reasonable opportunity to investigate the Products subject to any claim. In addition, Seller's maximum liability to Buyer pursuant to these Terms, regardless of the theory on which any claim is based, shall not exceed the aggregate amount of the total purchase price of the Products sold pursuant to these Terms.
INDEMNITY: Buyer assumes all risks and liabilities arising from the use, misuse or disposition of the Products or the use of the Products in combination with other materials, including, but not limited to liability for any environmental damage and liability associated with employee or consumer health and safety. Buyer shall indemnify, defend and hold Seller and its affiliates, including their respective officers and employees, harmless from and against any and all claims, losses, liabilities, damages or expenses (including reasonable attorneys' and paralegal fees and expenses) of any kind or nature, which shall directly or indirectly arise from or relate to any such claim, loss, liability, damage or expense, including, but not limited to, any personal injury (including death) or property damage, which may directly or indirectly be caused by or result from the handling, storage, sale, delivery, application, use, or disposition of the Products.
PATENT INFRINGEMENT: Buyer shall permit Seller to manage and defend all aspects of any claim, suit or action against Buyer for actual or alleged infringement of any United States patent covering any Products sold by Seller to Buyer pursuant to these Terms. Buyer shall promptly notify Seller of any such claim, suit or action. Notwithstanding the foregoing, for all Products made to Buyer's specifications, Buyer warrants to Seller that there is no patent covering such Products or that Buyer has a right to have the Products made under an existing patent. Seller shall not be liable to Buyer for any claim, suit or action against Buyer for actual or alleged infringement covering any Products sold by Seller and made to Buyer's specifications. Buyer shall assume full responsibility for, and the expense of defense, settlement and payment of all patent infringement claims, suits or actions against Seller on account of any Product sold by Seller and made to Buyer's specifications. Seller shall promptly notify Buyer of any such claim, suit or action. Buyer assumes all responsibility for, and Seller shall not be liable for, use of any Products either alone or in combination with any other products or in the operation of any process, and for the use of any design, trademark, service mark, trade name, or part thereof appearing on the Products at Buyer's request.
FORCE MAJEURE: Seller's performance under any purchase order accepted pursuant to these Terms shall be excused in the event of fire, explosion, flood, severe weather, accident, strike, governmental act, embargo, shortages of raw materials or fuel, labor trouble, commercial impracticability, computer system failure, war or military action, riot, civil disturbance or any other event beyond the control of Seller or which materially affects the economic basis of the bargain ("Force Majeure"). Seller's performance in the event of a Force Majeure shall be excused for so long as the cause continues, without liability. If the Force Majeure shall continue unabated for thirty (30) consecutive days, Seller may, at its option, cancel any purchase order so affected without liability.
COMPLIANCE WITH LAWS: Buyer represents and warrants that it has compiled and agrees that it will comply with all applicable laws and regulations pertaining to the Products including, without limitation, laws and regulations pertaining to transportation, storage, use, resale, export, and import of the Products. Buyer shall at all times comply with the Foreign Corrupt Practices Act of 1977, as amended ("FCPA"), and shall establish, institute and maintain policies and procedures to ensure that no agent, employee or affiliate of Buyer takes any action, directly or indirectly, that would result in a violation by such persons of the FCPA, or any other law, rule or regulation of similar purpose and scope. Buyer expressly acknowledges and agrees not to export, re-export, distribute, or supply any product, component, and/or part to any person, entity, or destination prohibited under United States law from receiving same, without obtaining prior, written authorization from Seller and the applicable U.S. Government agency. Seller reserves the right to suspend or cancel delivery of Products, without liability to Seller, if Seller has a good faith basis for believing Buyer has violated or intends to violate this paragraph.
TECHNICAL INFORMATION; HAZARDS AND PRECAUTIONARY PROCEDURES: At Buyer's request, Seller may, at Seller's option, furnish certain technical information or assistance regarding the Products. Any technical information or assistance Seller provides, including suggested formulations and recommendations, is given and accepted at Buyer's risk and is not a warranty or a specification. Buyer agrees that Buyer is responsible to test Seller's Products to determine their suitability for Buyer's intended uses and applications. Seller shall have no liability arising from such technical information or assistance or from the results of Buyer's use or non-use thereof. Buyer acknowledges that it has received and is familiar with Seller's labeling and literature concerning the Products (including but not limited to instructions, information, warnings and, if applicable Safety Data Sheets) and agrees to familiarize itself with all information and precautions and, in a timely manner, forward such information to its employees, agents, contractors, customers and others who will purchase, handle, use, process, sell, or be exposed to such Products. Buyer hereby assumes complete responsibility for: (i) having qualified personnel with requisite skills, training and experience to sell, select, use, handle, and/or dispose of the Products; (ii) determining the suitability of the Products for the use intended by Buyer or a Buyer's customer; and (iii) identifying, issuing and following all required instructions, labeling requirements and warnings concerning the sale, use, transportation, processing, and/or disposal of Products. Nothing contained in these Terms shall be construed to void or diminish any warnings, notices, instructions, or other information provided by Seller or its representatives or agents pertaining to Product characteristics or the safe or appropriate use, handling, storage, transport of disposal of Products.
CANCELLATIONS/RETURNS: Products may not be cancelled or returned by Buyer without first securing written authorization from Seller and/or a return goods authorization number. Cancelled and/or returned Products are subject to a minimum 25% restocking fee of the invoiced value of the Products being cancelled and/or returned and must be returned to Seller, freight prepaid, at Buyer's risk of loss or damage. This cancellation and return policy only applies to Products which are in a unused, re-salable condition and does not apply to (i) Products which have been discontinued; (ii) Products which are customized; (iii) temperature controlled Products, (v) Products which are outdated, shelf-worn, used or defaced; (vi) or reagents, diagnostics, sterile, chemicals, or medical Products; (vii) Products which are expired or with an expiration date too short for re-sale.
GOVERNING LAW: CONSENT TO JURISDICTION AND VENUE: These Terms and the transaction between Buyer and Seller shall be governed, interpreted and enforced in accordance with the laws of the State of Texas, U.S.A. without reference to its conflict of laws principles, and the parties hereto hereby irrevocably consent to the exclusive jurisdiction of the state and/or federal courts located in Harris County, Texas. THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS EXPRESSLY SHALL NOT APPLY IN ANY MANNER TO THESE TERMS OR THE TRANSACTION BETWEEN BUYER AND SELLER.
WAIVER AND SEVERABILITY: The rights of Seller specified herein are cumulative and in addition to the rights available to Seller at law or in equity. No delay or failure by Seller to exercise any right or remedy shall impair any such rights or remedies or be construed to be a waiver of any breach or acquiescence therein. Any single or partial exercise of any right or remedy shall not preclude other or further exercise thereof or the exercise of any other right or remedy. If any provision of these Terms is held invalid, such invalidity shall not affect other provisions or application of these Terms which can be given effect without the invalid provision or application, and to this end the provisions of these Terms are declared severable.
ASSIGNMENT: Buyer shall not assign, transfer, convey or delegate its respective rights, obligations and duties under these Terms without the prior written consent of Seller and any such purposed assignment, transfer, conveyance or delegation shall be null, void and of no force and effect.
MISCELLANEOUS: Section headings herein are for convenience only and shall not be used in defining or construing any terms and conditions set forth herein. Unless the context indicates otherwise, singular words shall include the plural and vice versa; words importing person shall include firms, associations, partnerships and corporations, including public bodies and governmental entities, as well as natural persons; the masculine shall be deemed to include the feminine and vice versa. In no event shall the parties to these Terms or the transactions contemplated hereunder constitute a partnership or joint venture between Buyer and Seller with respect to the subject matter hereof, and neither party shall owe the other party any fiduciary duty or obligation hereunder.
All final orders are 10% overage / underage from the original quantity ordered.
Questions about the Terms of Service should be sent to us at info@immaculelab.com