Standard Term and Condition
1. These Standard Terms and Conditions of Sale apply to any supply of products or services ("Products") by Polymer Source to Customer. They apply to the exclusion of any terms and conditions on a purchase order or other document issued by Customer.
2. Products are for laboratory, research, and experimental use by expert, professional users. Customer represents that has the requisite expertise and facilities and equipment to properly test, use and dispose of the Products in compliance with applicable law. Polymer Source makes no representations or warranties with respect to their suitability for any use for which Customer may intend them.
3. Unless quoted otherwise, Products will be delivered "Ex Works" (INCOTERMS 2000). Upon delivery, Customer assumes all risk related to the Products.
4.Quoted delivery dates are approximate and may, if affected by a cause beyond Polymer Source's reasonable control, be extended. Furthermore, Polymer Source reserves the right to allocate its production among customers as it reasonably fit in case of shortage of materials, unusual demand or other causes.
5. Unless quoted otherwise, payment will be due prior to delivery. If Polymer Source's quote provides for payment after delivery, Polymer Source reserves the right to withhold shipments or cancel orders if it determines that timely payment is at risk.
6. Any amounts past due over thirty days will accrue interest from their due date at the higher of (a) 18% per year, compounded monthly and (b) the maximum lower rate permitted under applicable law. Any invoice not objected to within one month of shipment will be deemed to be an undisputed invoice.
7. Unless quoted otherwise, taxes (other than taxes on the net income of Polymer Source), duties, transportation and all similar expenses will be to Customer's account and, if they must be paid by Polymer Source, added to the quoted price.
8. Unless agreed otherwise by an executive officer of Polymer Source, Polymer Source will own all intellectual property rights in the Products. Polymer Source grants to Customer a non-exclusive and non-transferable licence for laboratory, research and experimental use of the Products only.
9. If any Products are not in compliance with their description in Polymer Source's catalogue or certificate of analysis or other specification accepted by an executive officer of Polymer Source, Polymer Source will, at its option, deliver replacement Products or refund the applicable price. This is Polymer Source's sole warranty and Customer's sole remedy in case of non-conforming or defective Products. Customer will notify Polymer Source of the non-compliance no later than one month after delivery. No implied or statutory warranty or condition of merchantability or fitness for a particular purpose will apply including, without limitation, the warranty of quality under the Quebec Civil Code. This disclaimer will apply whether a claim purports to be contractual or extra-contractual (in contract, warranty, tort, including negligence, intellectual property infringement, strict liability or any other doctrine of law).
10. The total liability of Polymer Source, including its subcontractors and suppliers, for claims for any loss or damage will not exceed the amount paid by Customer for the Product that gives rise to the claim. In no event will Polymer Source, its subcontractors or suppliers be liable for loss of profit or revenue, loss of use of the Products or other goods, the cost of cost of substitute goods, claims of Customer's customers for such damages, or for any special, consequential, incidental, indirect or exemplary damages or any other claims for damages that are not the direct, immediate, and inevitable consequence of Polymer Source's negligence. Any action for any claim for loss or damages arising out of the Agreement or in any way connected to the Products will be commenced within one year after the cause of action accrued or it will be deemed waived. The provisions of this Section will apply notwithstanding any other provisions of this Agreement or any other agreement and will survive their expiration or termination. They will apply to all claims, whether purported to be contractual or extra-contractual (in contract, warranty, tort, including negligence, intellectual property infringement, strict liability or any other doctrine of law).
11. Quebec law will govern the supply of Products by Polymer Source, regardless of conflict of law principles that might apply.
12. Customer confirms that it has requested the English version of these Standard Terms and Conditions.