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1. Formation, precedence and scope

1.1 Parties. “Seller” means Mavericks Aminos, of 6168 Krogerus Rd, Chisholm, MN 55719. “Buyer” means the person or entity placing an order. “Products” means the materials Seller supplies. “Use Documents” means the labels, certificates of analysis, product pages, specification sheets, safety data sheets and written instructions Seller makes available for a Product, as they exist at the time of shipment.

1.2 Formation. An order submitted through this site is an offer to buy on these Terms. No contract is formed until Seller confirms the order and ships it. Seller may decline any order, in whole or in part, without stating a reason and may limit quantities.

1.3 Order of precedence. Where documents conflict, the following order governs: a written agreement signed by an authorized officer of Seller, then a written quotation issued by Seller, then these Terms, then the Use Documents.

1.4 Buyer’s forms are rejected. These Terms prevail over any terms Buyer supplies, whenever supplied and in whatever form, including terms printed on or referenced by a purchase order. Confirming, filling or shipping an order is not acceptance of Buyer’s terms, does not modify these Terms, and does not waive this Section.

1.5 Amendment. Seller may revise these Terms. The version in force at the time Buyer submits an order governs that order. Revisions do not apply retroactively.

2. Eligibility and account approval

2.1 This is not a consumer storefront. Seller sells to qualified purchasers acquiring Products for laboratory research. Seller does not sell to the general public, does not sell for personal, family or household purposes, and does not offer these Products as consumer goods.

2.2 Buyer’s representations. By submitting an order, Buyer represents and warrants that, at the time of the order and at all times while Products remain in Buyer’s possession:

  1. Buyer is at least 21 years of age and has legal capacity to contract;
  2. Buyer is acquiring the Products for laboratory research and not for personal, family or household purposes;
  3. Buyer, or the entity on whose behalf Buyer acts, has access to a suitably equipped facility and to personnel trained and competent to handle, store, use and dispose of research chemicals safely;
  4. the registration information Buyer supplied is accurate and complete; and
  5. Buyer is not a person or entity with whom United States law prohibits Seller from dealing.

2.3 Approval and refusal. Ordering requires an approved account. Seller may approve, refuse, suspend or close any account at its sole discretion. Refusal is not a statement about Buyer and does not require a reason.

2.4 Account security. Buyer is responsible for all activity under its account and for the confidentiality of its credentials. Buyer shall notify Seller immediately of any suspected unauthorized use.

3. Price, taxes and payment

3.1 Price. Prices are stated in United States dollars and are the prices in effect when the order is submitted. The displayed price includes every mandatory charge other than sales tax and actual shipping.

3.2 Errors. Prices and descriptions on this site may contain errors. Where an order is affected by an error, Seller will contact Buyer and Buyer may confirm the corrected order or cancel it for a full refund. Seller is not obliged to fill an order at an erroneous price.

3.3 Taxes. Prices exclude sales, use, excise and similar taxes. Where Seller is required to collect tax, it is added at checkout. Buyer claiming exemption shall supply a valid certificate before the order is placed.

3.4 Payment. Payment is due in full by the method shown at checkout. An order ships once payment is received and unpaid orders are cancelled after 3 days. By submitting an order Buyer represents that it is authorized to use the payment method presented. Seller does not accept payment cards and does not receive or store card numbers.

3.5 Payment method availability. Seller makes no commitment that any particular payment method will remain available. Where a payment provider declines, restricts or terminates service affecting an order already placed, Seller may cancel the affected order and will refund it in accordance with Section 7.

4. Delivery, title and risk

4.1 Territory. Seller ships within the United States only. Seller does not export and does not ship to a freight forwarder, parcel-forwarding service or other intermediary for onward export.

4.2 Delivery terms. Delivery is FCA Seller’s shipping point (Incoterms 2020). Risk of loss and damage passes to Buyer when the Products are placed in the possession of the carrier. Title passes on delivery to the address Buyer supplied, or on payment in full, whichever is later.

4.3 Dates are estimates. Shipping and transit dates are estimates. Seller’s shipping obligations, and Buyer’s rights if Seller cannot meet them, are set out in the Shipping Policy, which is incorporated into these Terms.

4.4 Handling on receipt. Storage conditions for each Product are stated in its Use Documents. From the moment the carrier delivers, meeting those conditions is Buyer’s responsibility. Seller is not liable for degradation caused by storage, handling or reconstitution after delivery.

4.5 Partial shipment. Seller may ship in installments. Each installment is a separate sale and failure of one installment does not entitle Buyer to reject the remainder.

5. Permitted use, restrictions and license

This Section is the condition on which Seller sells. Buyer’s acceptance of these restrictions is the basis of the bargain. Seller would not supply the Products on any other basis and a breach of this Section is a material breach of these Terms.

5.1 No testing for any other use. Buyer acknowledges that the Products are not tested, validated or approved for safety or efficacy in food, drug, medical device, cosmetic, veterinary, clinical, commercial or any other use. Seller has conducted no such testing and makes no representation that any such use is safe, lawful or effective.

5.2 No authorization for any other use. Buyer has no express or implied authorization from Seller to use the Products for any purpose other than laboratory research. That absence of authorization extends to, and is not limited to, use in or as a drug, a dietary supplement, a food, a cosmetic, a medical device or an in vitro diagnostic, and to any use in or on a human being or an animal.

5.3 Not for administration. The Products are not for human or animal consumption, ingestion, injection, inhalation, topical application or administration by any other route. Buyer shall not administer any Product to any person or animal, shall not permit any other person to do so, and shall not supply any Product to a person Buyer knows or has reason to believe intends to do so.

5.4 Limited license. Subject to Buyer’s compliance with these Terms, Seller grants Buyer a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the quantity of Product purchased for Buyer’s own internal laboratory research. No other right is granted. The license terminates automatically on breach of this Section.

5.5 No resale, no transfer, no export. Buyer shall not resell, distribute or offer any Product for sale. Buyer shall not transfer, gift, lend or otherwise part with possession of any Product to any third party. Buyer shall not export or re-export any Product from the United States.

5.6 No repackaging or relabelling. Buyer shall not repackage, relabel, dilute, reconstitute for supply, or otherwise alter any Product or its labelling for supply to any other person.

5.7 Prohibited commercial uses. Without limiting Section 5.5, Buyer shall not use any Product: to manufacture any article for sale; to provide services to any third party for consideration; in the production, testing or quality control of any commercial product; as a reference standard in any commercial testing service; or in any clinical, diagnostic or therapeutic activity.

5.8 No claims, no testimonials. Buyer shall not make, publish or assist in publishing any claim that a Product diagnoses, treats, cures, prevents or mitigates any condition, or that it produces any effect in a human being or an animal. Seller does not solicit, incentivise, host or republish testimonials describing personal use of any Product and will remove any such content submitted to it.

5.9 Enforcement. Seller may suspend or terminate an account, decline or cancel orders, and refuse future dealings where it has a reasonable belief that this Section has been or will be breached. Seller may do so without notice and without liability.

6. Regulatory compliance

6.1 Buyer’s covenant. Buyer shall comply with all laws, regulations and institutional requirements applicable to its purchase, receipt, handling, storage, use and disposal of the Products. Buyer is solely responsible for determining what those requirements are.

6.2 Enumerated regimes. Buyer’s obligation under Section 6.1 includes, without limitation, the Federal Food, Drug, and Cosmetic Act and its implementing regulations; the Controlled Substances Act; the Toxic Substances Control Act; the Export Administration Regulations, the International Traffic in Arms Regulations and the sanctions programmes administered by the Office of Foreign Assets Control; occupational health and safety law; and hazardous waste law.

6.3 Trade compliance. Buyer shall not export, re-export, divert or transfer any Product, directly or indirectly, to any embargoed destination, to any denied or restricted party, or for any prohibited end use.

6.4 Anti-corruption. Buyer shall comply with the Foreign Corrupt Practices Act and the UK Bribery Act 2010 and shall not offer or accept anything of value to obtain an improper advantage in connection with this contract.

7. Inspection, acceptance and returns

7.1 Inspection. Buyer shall inspect each shipment on receipt and shall notify Seller in writing of any shortage, visible damage or apparent nonconformity within ten (10) calendar days of delivery.

7.2 Deemed acceptance. Products not rejected in writing within that period are accepted.

7.3 Nonconforming Products defined. A Product is nonconforming only if it differs from the Product identified in Seller’s order confirmation, or if it does not conform to the specifications stated in its certificate of analysis at the time of shipment. A Product that performs otherwise than Buyer expected in Buyer’s application is not nonconforming.

7.4 Return authorization. No Product may be returned without Seller’s prior written return authorization. Products returned without authorization are refused and are not refunded. Return procedure, eligibility and refund timing are set out in the Refund and Returns Policy, which is incorporated into these Terms.

8. Warranty and disclaimer

8.1 Limited warranty. Seller warrants that, at the time of shipment, each Product conforms to the specifications stated in its certificate of analysis. This warranty is a statement of conformity at the time of shipment. It is not a promise of performance over any period and is not a promise that a Product is fit for any application.

8.2 Conditions. The warranty in Section 8.1 does not apply where a Product has been stored, handled, reconstituted, altered or used otherwise than in accordance with its Use Documents, or where it has been used in breach of Section 5.

8.3 Exclusive remedy. For a Product that does not conform to Section 8.1, Buyer’s sole and exclusive remedy, and Seller’s entire liability, is replacement of the Product or refund of the price paid for it, at Seller’s option. Seller’s ability to elect refund means this remedy remains available in all circumstances.

8.4 DISCLAIMER OF ALL OTHER WARRANTIES

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED IN SECTION 8.1, THE PRODUCTS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”, AND SELLER MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

SELLER SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND THE IMPLIED WARRANTY OF NON-INFRINGEMENT.

SELLER DOES NOT WARRANT THAT ANY PRODUCT IS SAFE, EFFECTIVE, STABLE OVER TIME, STERILE, PYROGEN-FREE, OR SUITABLE FOR ANY APPLICATION BUYER HAS IN MIND. DETERMINING SUITABILITY IS BUYER’S SOLE RESPONSIBILITY.

8.5 Certificates of analysis. A certificate of analysis reports the result of testing performed on a specific lot at a specific time. It is a record of that testing. It is not a guarantee of performance, of stability over time, or of fitness for any application.

8.6 No implied patent license. The sale of a Product conveys no license, express or implied, under any patent covering the Product, its use, or any combination or process in which it may be used. Buyer is responsible for obtaining any license its intended use requires.

9. Limitation of liability

9.1 EXCLUDED DAMAGES

SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF USE, LOSS OF WORK IN PROGRESS, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, DOWNTIME COSTS, OR ANY LIABILITY OF BUYER TO A THIRD PARTY, WHETHER OR NOT SELLER WAS ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

9.2 CAP

SELLER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PRODUCT OR AN ORDER SHALL NOT EXCEED THE PRICE BUYER PAID FOR THE PRODUCT GIVING RISE TO THE CLAIM.

9.3 Application. Sections 9.1 and 9.2 apply regardless of the form of action, whether in contract, warranty, tort, strict liability, statute or otherwise.

9.4 Independence. The exclusion of damages in Section 9.1 and the cap in Section 9.2 are independent of the limited remedy in Section 8.3. They survive and continue to apply, notwithstanding any determination that the limited remedy failed of its essential purpose.

9.5 Savings. Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence and liability for fraud. Where an exclusion or limitation in this Section is held unenforceable, it applies to the maximum extent the law permits and the remainder is unaffected.

9.6 Time bar. No action arising out of or relating to a Product or an order may be brought more than one (1) year after the cause of action accrues.

10. Indemnity

10.1 Buyer shall indemnify, defend and hold harmless Seller, its owners, officers, employees, agents and suppliers against all claims, demands, actions, losses, liabilities, damages, fines, penalties, costs and expenses, including reasonable attorneys’ fees and costs of investigation, arising out of or relating to:

  1. Buyer’s purchase, receipt, handling, storage, use, reconstitution, alteration, transfer, resale or disposal of any Product;
  2. any administration of a Product to a human being or an animal, by Buyer or by any person to whom Buyer supplied it;
  3. Buyer’s breach of Section 2, Section 5 or Section 6; or
  4. any claim that Buyer’s use of a Product infringed the rights of a third party.

10.2 This Section survives delivery, acceptance, termination and the expiry of these Terms.

11. Intellectual property and confidentiality

11.1 Seller and its licensors retain all intellectual property in the Products, the Use Documents and this site. Buyer receives no right in them beyond the license granted in Section 5.4.

11.2 Buyer shall not use Seller’s names, marks or logos without Seller’s prior written consent.

11.3 Buyer shall keep confidential any non-public pricing, specification or technical information Seller discloses and shall use it only in connection with its purchases.

12. Force majeure and supply

12.1 Seller is not liable for any failure or delay in performance caused by an event beyond its reasonable control, including act of God, severe weather, fire, flood, epidemic, war, civil disturbance, laboor dispute, carrier failure, utility or network failure, raw-material or supply-chain failure, and any act, order or inaction of a governmental authority.

12.2 Customs and regulatory detention. Without limiting Section 12.1, detention, refusal, seizure or destruction of inventory by a customs or regulatory authority is an event beyond Seller’s reasonable control. Where it affects an order, Seller will notify Buyer and will cancel and refund the order in accordance with the Shipping Policy.

12.3 Allocation. Where supply is constrained, Seller may allocate available Products among its customers on any basis it considers fair and may cancel and refund orders it cannot fill.

13. Suspension and termination

13.1 Seller may suspend or terminate Buyer’s account and may decline or cancel any order, on breach of these Terms, on non-payment, or where Seller has a reasonable belief that a Product would be used in breach of Section 5.

13.2 Termination does not affect accrued rights. Sections 5, 6, 8, 9, 10, 11 and 14 survive termination.

14. General

14.1 Governing law. These Terms and any dispute arising out of or relating to them or to a Product are governed by the laws of the State of Minnesota, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Venue. The state and federal courts sitting in St. Louis County, Minnesota have exclusive jurisdiction and each party consents to personal jurisdiction there and waives any objection based on venue or forum non conveniens.

14.3 Assignment. Buyer may not assign these Terms or any order, by operation of law or otherwise, without Seller’s prior written consent. Seller may assign freely.

14.4 No third-party beneficiaries. These Terms confer no right on any person other than Buyer and Seller, except that Section 10 runs in favour of the persons it names.

14.5 Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable and the remainder continues in force.

14.6 Waiver. No failure or delay in exercising a right waives it. No waiver is effective unless in writing and signed by Seller. No course of dealing modifies these Terms.

14.7 Notices. Notices to Seller go to [email protected] and to Mavericks Aminos, 6168 Krogerus Rd, Chisholm, MN 55719. Notices to Buyer go to the email address on the account.

14.8 Relationship. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship.

14.9 Entire agreement. These Terms, together with the Shipping Policy, the Refund and Returns Policy, the Privacy Policy and the Use Documents, are the entire agreement between the parties on their subject matter and supersede all prior communications, representations and understandings, whether written or oral.

15. Contact

Mavericks Aminos
6168 Krogerus Rd
Chisholm, MN 55719
[email protected]