DOCUMENT 1 — TERMS OF SALE
[COMPANY LEGAL NAME] Terms of Sale
Version 1.0 — Effective [DATE]
1. Agreement to these Terms
These Terms of Sale ("Terms") are a binding contract between you ("you," "Buyer," or "Customer") and [COMPANY LEGAL NAME], a [STATE] [limited liability company / corporation] doing business as [BRAND] ("we," "us," or "Company"). They govern your access to [SITE] (the "Site") and all purchases of products from us.
By creating an account, submitting an order, or using the Site, you accept these Terms, the Research Use Agreement, and the Privacy Policy, each incorporated by reference. If you do not agree, do not use the Site.
If you are entering into these Terms on behalf of an institution, company, or other entity, you represent that you have authority to bind that entity, and "you" refers to both you individually and that entity.
2. Nature of the products — read this section
All products sold by us are supplied strictly as chemical reference materials for laboratory research use only. They are sold for in-vitro research, analytical, and educational purposes conducted by qualified personnel in an appropriate laboratory setting.
Our products are not drugs, dietary supplements, cosmetics, food, or medical devices. They are not approved by the U.S. Food and Drug Administration or any other regulatory authority for any use. They have not been evaluated for safety or efficacy in humans or animals. No product is intended to diagnose, treat, cure, mitigate, or prevent any disease or condition, and we make no representation that any product is safe or suitable for any particular purpose.
Products are not intended for and may not be used for: administration to or use in or on the human body by any route; administration to any animal; veterinary purposes; food, beverage, cosmetic, or personal care applications; clinical or diagnostic use; or compounding, formulation, or resale for any of the foregoing.
We do not provide dosing information, administration guidance, reconstitution protocols, medical advice, or research protocol design, and no communication from us or any of our personnel should be construed as any of the foregoing. Nothing on the Site is an offer or invitation to use any product in or on the human body.
3. Eligibility and purchaser qualification
To purchase, you must be at least 21 years of age (or the age of majority in your jurisdiction, whichever is greater), have legal capacity to contract, and be a qualified purchaser who has completed our account qualification process and accepted the Research Use Agreement.
We sell only to [qualified research institutions, universities, hospital and clinical laboratories, contract research organizations, and commercial research and development organizations / qualified researchers], and we may require documentation of institutional affiliation, research purpose, and purchasing authorization. We may refuse to create or may suspend or terminate any account at our sole discretion.
We do not sell to consumers for personal use. Any purchase made by misrepresenting your identity, entity, qualification, or intended use is void, is a material breach of these Terms, and may be reported to relevant authorities.
4. Orders, acceptance, and pricing
Your order is an offer to purchase. No order is binding on us until we issue a written order confirmation and the order ships. We may accept, decline, limit, delay, or cancel any order in whole or in part for any reason, including failed purchaser verification, suspected intended use inconsistent with the Research Use Agreement, suspected fraud, payment irregularity, shipping-address concerns, quantity anomalies, pricing or description errors, or inability to verify billing and shipping information.
Prices are in U.S. dollars, exclude taxes, duties, and shipping, and may change without notice. We are not bound by typographical or pricing errors and may cancel affected orders even after confirmation, in which case we will refund amounts paid.
Quantity limits, minimum order values, and minimum order quantities may apply and may be enforced per order, per account, per payment method, or per address.
5. Payment
We accept [PAYMENT METHODS]. You authorize us and our payment processors to charge the full order amount, including taxes and shipping. You represent that you are authorized to use the payment method presented and that the billing information is accurate.
Payment processing is performed by third-party processors subject to their own terms and privacy practices. We do not store full payment card numbers. Your billing statement will show a descriptor of [BILLING DESCRIPTOR].
You are responsible for all applicable sales, use, excise, VAT, customs duties, and import fees, other than taxes on our net income. If you claim a resale or research exemption, you must provide a valid exemption certificate before the order ships.
6. Shipping, title, and risk of loss
We ship to business and institutional addresses in [SHIPPING TERRITORY]. [We do not ship to residential addresses.] We do not ship to [EXCLUDED JURISDICTIONS].
Shipping estimates are estimates only and not guarantees. Title and risk of loss pass to you upon [delivery to the carrier / delivery to the destination address]. You are the importer of record for any international shipment and are solely responsible for compliance with all import requirements, duties, and restrictions, and for confirming that each product may be lawfully imported into your jurisdiction. Shipments seized, refused, delayed, or destroyed by customs or any authority are your responsibility and are not eligible for refund or replacement.
Certain products require temperature-controlled handling. You must inspect and place products into appropriate storage immediately upon receipt. We are not responsible for degradation caused by delayed pickup, refused delivery, incorrect address, or improper storage after delivery.
7. Inspection, returns, and refunds
You must inspect every shipment and report any shortage, damage, mislabeling, or nonconformity in writing to [SUPPORT EMAIL] within [X] days of delivery, with photographs and the lot number. Claims submitted after that period are waived.
Because these are research chemicals whose integrity depends on handling conditions we cannot verify after they leave our custody, all sales are final and we do not accept returns, except that we will, at our sole option, replace or refund a product that (a) was materially different from what you ordered, (b) arrived damaged and was reported within the window above, or (c) failed to meet the stated purity specification on our own or an independent verified analysis. Opened, used, reconstituted, or improperly stored products are not eligible. No return may be shipped without a return authorization number issued by us.
Refunds are issued to the original payment method within [X] business days after approval. Shipping charges are non-refundable except where we were at fault.
8. Product specifications and certificates of analysis
Where provided, a certificate of analysis ("COA") describes a specific lot as tested by [the manufacturer / an independent laboratory] at the time of testing. A COA is not a warranty of fitness for any purpose and does not extend to product condition after delivery. Purity figures are analytical results within stated method tolerances.
Except for the specifications on the applicable COA, we make no representation about the composition, potency, stability, sterility, endotoxin level, or suitability of any product for any use. Products are non-sterile and non-pyrogen-tested unless expressly stated.
9. Your representations, covenants, and restrictions
You represent, warrant, and covenant, on each order, that:
(a) you meet the eligibility requirements in Section 3;
(b) you are acquiring products solely for lawful laboratory, analytical, or educational research purposes;
(c) you will not use, administer, or permit the use of any product in or on the human body by any route, including injection, ingestion, inhalation, or topical application;
(d) you will not administer any product to any animal or use any product for veterinary purposes;
(e) you will not resell, transfer, distribute, dispense, or supply any product to any person for human or animal administration, and any resale will be solely to qualified research purchasers under terms materially the same as these;
(f) you will not formulate, compound, dilute, reconstitute, repackage, or relabel any product for human or animal use;
(g) you are qualified, trained, and equipped to handle, store, transport, and dispose of research chemicals safely, and you assume sole responsibility for doing so in compliance with all applicable safety and environmental requirements;
(h) you will comply with all applicable federal, state, local, and foreign laws and regulations, including the Federal Food, Drug, and Cosmetic Act, controlled substance laws, and export control and economic sanctions laws;
(i) neither you nor your entity nor any of your principals is a party listed on any U.S. sanctions or denied-party list or is located in or ordinarily resident in a sanctioned jurisdiction, and you will not export or re-export any product in violation of trade controls;
(j) you will not use any product in any competition or sport, or supply it to any person for such use;
(k) all information you provide is truthful, accurate, and current; and
(l) you will notify us in writing before any change in your intended use, and no change in intended use is authorized without our written consent.
These representations are material to our decision to sell to you. They survive delivery and remain effective as to products already received.
10. Prohibited conduct on the Site
You may not: use the Site for any unlawful purpose; misrepresent your identity, entity, qualifications, or intended use; use another person's account or payment method; place orders using automated means without our consent; scrape, index, mirror, or reverse-engineer any part of the Site; interfere with the security or operation of the Site; or post any content asserting or implying that any product is safe or suitable for human or animal use.
11. Customer content and reviews
If you submit any review, comment, question, image, or other content, you grant us a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, and display it in any medium. You represent that you own or control the rights to it.
You may not submit content that describes, recommends, or implies human or animal use, dosing, administration, physiological effects, therapeutic benefit, or personal results. We may moderate, edit, refuse, or remove any submission at our sole discretion, and we routinely remove content of that nature. Reviews are not endorsements by us and do not reflect our views.
12. Intellectual property
The Site and all content on it, including text, product descriptions, graphics, logos, layout, and compilations, are owned by us or our licensors and protected by intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access the Site for the purpose of evaluating and purchasing products. All other rights are reserved. [BRAND] and our logos are our trademarks. Third-party names are used for identification only and do not imply affiliation or endorsement.
13. Disclaimer of warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL PRODUCTS AND THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT ANY PRODUCT IS SAFE, EFFECTIVE, STERILE, STABLE, OR SUITABLE FOR ANY PURPOSE, AND NO WARRANTY REGARDING ANY RESULT OBTAINED FROM ITS USE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, CREATES ANY WARRANTY.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.
14. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, RESEARCH RESULTS, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR ANY PRODUCT, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO ANY PRODUCT OR THE SITE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO US FOR THE PRODUCT GIVING RISE TO THE CLAIM OR (B) [ONE HUNDRED U.S. DOLLARS ($100)].
WE HAVE NO LIABILITY WHATSOEVER FOR ANY INJURY, ILLNESS, DEATH, LOSS, OR DAMAGE ARISING FROM ANY USE OF ANY PRODUCT IN OR ON THE HUMAN BODY OR IN ANY ANIMAL, OR FROM ANY USE OUTSIDE THE SCOPE PERMITTED BY THESE TERMS, ALL OF WHICH IS EXPRESSLY PROHIBITED.
These limitations apply even if a remedy fails of its essential purpose, and are a fundamental element of the basis of the bargain between us.
15. Indemnification
You will defend, indemnify, and hold harmless [COMPANY LEGAL NAME] and its officers, directors, members, employees, agents, suppliers, and licensors from and against all claims, demands, actions, investigations, losses, liabilities, damages, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your use, handling, storage, transport, or disposal of any product; (b) any use of a product in or on the human body or in any animal; (c) your breach of these Terms or the Research Use Agreement, including any misrepresentation regarding your identity, qualification, or intended use; (d) your violation of any law or regulation; (e) your resale or transfer of any product; or (f) any claim brought by any third party, including any employee, research subject, patient, or customer of yours, relating to any product.
16. Governing law, dispute resolution, and venue
These Terms are governed by the laws of the State of [STATE], without regard to conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
[OPTION A — courts.] Any dispute will be brought exclusively in the state or federal courts located in [COUNTY, STATE], and you consent to personal jurisdiction and venue there and waive any objection based on inconvenient forum.
[OPTION B — arbitration. Use only if counsel confirms the current enforceability posture and you comply with the applicable arbitration provider's consumer or commercial rules and fee obligations.] Any dispute will be resolved by final and binding individual arbitration administered by [ARBITRATION PROVIDER] under its [applicable] rules, seated in [COUNTY, STATE]. The arbitrator has exclusive authority to resolve all disputes, including arbitrability, except that either party may bring an individual action in small claims court, and either party may seek injunctive relief in court to protect intellectual property or confidential information. You and we waive any right to a jury trial and any right to participate in a class, collective, consolidated, or representative action. If the class waiver is held unenforceable as to any claim, that claim proceeds in court and the remainder stays in arbitration. You may reject any future change to this Section by written notice to [LEGAL EMAIL] within 30 days of the change.
Any claim must be brought within one (1) year after it arises, or it is permanently barred, to the extent permitted by law.
17. Compliance, audit, and enforcement
We may verify any information you provide, request documentation of your research purpose or institutional affiliation at any time, and require re-attestation as a condition of continued purchasing. We may suspend or terminate your account, cancel pending orders, refuse future orders, and retain records of any refusal. We may report suspected unlawful conduct to regulatory and law enforcement authorities and may disclose your account and order records in response to lawful requests.
18. Force majeure
We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, fire, flood, epidemic, war, civil unrest, labor disruption, carrier failure, supplier failure, utility or network outage, cyberattack, payment processor termination, or any governmental action, including regulatory action affecting the products.
19. Changes to these Terms
We may modify these Terms at any time by posting an updated version with a new effective date and version number. Changes apply prospectively to orders placed after the effective date. Your continued use of the Site or placement of a new order after the effective date constitutes acceptance. We will require renewed acceptance where a change is material.
20. Miscellaneous
These Terms, together with the Research Use Agreement and Privacy Policy, are the entire agreement between us regarding their subject matter and supersede all prior understandings. Your purchase order terms, acknowledgments, and other documents are rejected and have no effect. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder stays in force. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our written consent; we may assign freely. Sections 2, 9, and 13 through 17 survive termination. Notices to us go to [LEGAL EMAIL] and [MAILING ADDRESS]; notices to you go to the email on your account. Nothing here creates any agency, partnership, employment, or joint venture. Headings are for convenience only.
Contact: [COMPANY LEGAL NAME], [MAILING ADDRESS], [SUPPORT EMAIL].