Terms & Conditions of Sale to End Users of Umbrella Labs, Inc. (hereinafter “Umbrella Labs”)
Acceptance of Terms
By purchasing and accepting delivery of any products supplied by Umbrella Labs (“Products”) you agree to be bound by these terms and conditions (the “Terms and Conditions”). Any other terms or conditions contained in any order form or other document submitted by you which are inconsistent with, or in addition to, these Terms and Conditions are rejected, objected to and shall be deemed void and of no force or effect.
Once submitted, any change(s) to your order(s) may be made only with advance written approval of Umbrella Labs and such changes may require different terms, including a change in the price and/or time of delivery. Once submitted, you may not cancel any order unless cancellation is expressly approved by Umbrella Labs in writing, which approval may be contingent on your payment of Umbrella Labs’ costs or other 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 Umbrella Labs by its suppliers, and any other costs resulting from cancellation. A verified bill of costs issued by an officer or other authorized representative of Umbrella Labs shall be conclusive as to the amount of such costs. Umbrella Labs reserves the right to cancel any order, in whole or in part, upon your breach of these terms and conditions or your bankruptcy, insolvency, dissolution, receivership proceedings, or upon the occurrence of any event leading Umbrella Labs to reasonably question your willingness or ability to pay.
Delivery of Products to the carrier at Umbrella Labs’ shipping point shall constitute delivery to you and you shall bear all risk of loss or damage in transit. Umbrella Labs reserves the right, in its sole discretion, to determine the exact method of shipment for any particular shipment. Umbrella Labs reserves the right to make delivery in instalments, all such instalments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any instalment shall not relieve you of your obligations to accept remaining deliveries. Immediately upon your receipt of any Products shipped hereunder, you shall inspect the same and shall notify Umbrella Labs in writing of any claims for shortages, defects or damages and shall hold Products for Umbrella Labs’ written instructions concerning disposition. You have two weeks (14 days) upon receiving your Products, to address any defects, damages, and issues. Any inquiries after will no longer be valid. If you fail to so notify Umbrella Labs within 1 day after the Products have been received by you, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the you.
Any specified delivery dates are estimates only and do not represent a promise by Umbrella Labs to deliver Products at a date certain. Umbrella Labs 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 Umbrella Labs’ reasonable control, including, without limitation, unsuccessful reactions, act(s) of you, embargo or other governmental act, regulation or request affecting the conduct of Umbrella Labs’ business, 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
Allocation of Products
If Umbrella Labs is unable for any reason to supply the total demands for Products specified in your order, Umbrella Labs may allocate its viable supply among any or all customers (including Umbrella Labs’ distributors) on such basis as Umbrella Labs may deem fair and practical, without liability for any failure of performance which may result therefrom.
Payment and Interest
In the event of default by you in the payment of the purchase price or otherwise, Umbrella Labs , at its option, without prejudice to any other of Umbrella Labs’ lawful remedies, may defer delivery, cancel your order and any other order of you, or sell any undelivered products on hand for the account of you and apply such proceeds as a credit, without set-off or deduction of any kind, against the agreed upon purchase price, and you agree to pay the balance then due to Umbrella Labs on demand. For any chargebacks done by the customer, and not approved by Umbrella Labs, will result in the customer’s information being reported to collections.
Taxes and other charges
Umbrella Labs shall not be responsible for the payment of any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between, with the sole exception of any sales taxes invoiced and collected from you by Umbrella Labs. All other such charges (if any) must be paid by you separately and in addition to the prices quoted or invoiced. In the event Umbrella Labs is required to pay any such tax, fee or charge, you shall reimburse Umbrella Labs therefore; or, in lieu of such payment, you shall provide Umbrella Labs at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
Any quotation provided by Umbrella Labs is firm only if you place a corresponding order within the time specified on the quote or, if no time period is mentioned, within 30 days.
Shipment will be made promptly even if prices have been nominally increased. Notwithstanding any price quotation or prices listed by Umbrella Labs, if at any time prior to delivery Umbrella Labs’ costs of materials have increased by 10% or more, then Umbrella Labs may cancel any accepted but undelivered orders or condition the continuance of any order on your agreement to a corresponding increase in price.
Umbrella Labs warrants that its products shall, at the time of shipment, conform to the description of such products as provided to you by Umbrella Labs through Umbrella Labs’ product directory, analytical data or other then-current literature. THIS WARRANTY IS EXCLUSIVE, AND UMBRELLA LABS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS.
Umbrella Labs’ warranties made in connection with this sale shall not be effective if Umbrella Labs has determined, in its sole discretion, that you have misused the Products in any manner, have failed to use the Products in accordance with industry standards and practices, or have failed to use the Products in accordance with instructions, if any, furnished by Umbrella Labs.
UMBRELLA LABS SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF UMBRELLA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, COST OF CAPITAL, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, ANY LIABILITY OF BUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY. THE EXCLUSION OF SUCH CLAIMS SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY ARISING FROM THE PURCHASE AND/OR THESE TERMS AND CONDITIONS. UMBRELLA LABS’ LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO CASE EXCEED THE CONTRACT PRICE FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE BREACH. THESE EXCLUSIONS AND LIMITATIONS ON DAMAGES SHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY.
Your Use of Products
Umbrella Labs’ Products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in Umbrella Labs’ product directory or in other literature furnished to you, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes. You acknowledge that the Products have not been tested by Umbrella Labs for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use.
You expressly represent and warrant to Umbrella Labs that you will properly test, use, manufacture and market any Products purchased from Umbrella Labs and/or materials produced with Products purchased from Umbrella Labs in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted. You further warrant to Umbrella Labs that any material produced with Products from Umbrella Labs 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.
You realize that, since Umbrella Labs’ Products are, unless otherwise stated, intended primarily for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory. You assume responsibility to assure that the Products purchased from Umbrella Labs are approved for use under TSCA, if applicable. You have the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from Umbrella Labs. You also assume the duty to warn your employees, those associated with you and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products.
You agree to comply with instructions, if any, furnished by Umbrella Labs relating to the use of the Products and not misuse the Products in any manner. If the Products purchased from Umbrella Labs are to be repackaged, relabelled or used as starting material or components of other products, you agree that you will verify Umbrella Labs’ assay of the Products. No Products purchased from Umbrella Labs shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.
Resale, Distribution and Export Prohibited
You warrant to Umbrella Labs that you will use the Products directly and as permitted above, and you further agree that the Products may not be marketed, distributed, resold or exported by you for any purpose.
Umbrella Labs does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.
Products may not be returned for credit except with Umbrella Labs’ permission, and then only in strict compliance with Umbrella Labs’ return shipment instructions. You must obtain advance written authorization from Umbrella Labs and a written return authorization document in the form then in use by Umbrella Labs, prior to returning any Products. Certain items and quantities may not be returned for credit or under any circumstances.
At your request, Umbrella Labs may, in Umbrella Labs’ sole and absolute discretion, furnish technical assistance and information with respect to Umbrella Labs’ Products. UMBRELLA LABS MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY UMBRELLA LABSOR ITS PERSONNEL. ANY SUGGESTIONS BY UMBRELLA LABS REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF UMBRELLA LABS.
Umbrella Labs’ failure to strictly enforce any particular term or condition contained herein or to exercise any right with respect to your order shall not constitute a waiver of Umbrella Labs’ right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies are cumulative and are in addition to any other rights and remedies Umbrella Labs may have at law or in equity. 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 of these terms 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. The section headings herein are for convenience only; they form no part of the Terms and Conditions and shall not affect their interpretation. These Terms and Conditions shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.
Governing Law, Disputes
All disputes allegedly arising from the legality, interpretation, application, or performance of your order, the Products or any of these Terms and Conditions shall be governed by the laws of the State of Arizona including its conflict of laws principles. The parties agree to waive, to the fullest extent permitted by law, any and all rights to a trial by jury in connection with any dispute.
Indemnity and Insurance
You shall indemnify and hold Umbrella Labs, its agents, employees and representatives harmless from and against any and all claims, damages, losses, costs or expenses (including attorney’s fees) resulting from your (a) sale or use of the Products, (b) breach of the provisions and representations contained in the Terms and Conditions or (c) negligence, recklessness or misconduct.
Ethical Research Mandate
“Umbrella Labs strongly encourages all research to be conducted in compliance with the appropriate regulatory framework.”
“Mammalian research must meet high ethical and scientific standards. Studies conducted in the United States must be designed, reviewed, approved, and implemented in accord with accepted ethical principles and the U.S. Department of Health and Human Services (45 CFR 46) and U.S. Food and Drug Administration (21 CFR 50 and 56) regulations. As mandated by the Animal Welfare Act, it is the responsibility of each research institution to ensure that all individuals using animals in research or teaching are appropriately trained. Therefore, Umbrella Labs encourages all personnel using animals in research and teaching to complete required training before being listed on any relevant Institutional Animal Care and Use Committee protocol.”Any chargebacks done by the customer, and not approved by Umbrella Labs, will be reported to collections.