Targeson

This Agreement and other agreements such as the Purchase Order relating to the use of our product include disclaimers which govern your use of our products. In using our products you will also be subject to the terms and conditions in this agreement. By using this site and ordering our product, you acknowledge that you have read this agreement and that you accept and will be bound by the terms thereof. The Purchase Order is subject to all of the terms and conditions of this Agreement. Generally, Targeson is referred to in this agreement as “we,” “us”, or “our” and the company entering into this agreement with us and buying our products is referred to as “you” or “your.”

1. Acceptance of Terms: We are shipping these goods subject to the terms and conditions of this Agreement. You will be deemed to have assented to these terms upon receipt of goods from us. Our failure to object to provisions contained in any purchase order or other form or document from you shall not be construed as a waiver of these terms, nor an acceptance of any such provision.

2. Delivery: Unless specified differently in writing, all sales are FCA our shipping point. We reserve the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice. We will make all efforts to have all ordered products to you in a timely manner. You are responsible for all shipping and handling, which will appear itemized on your bill.

3. Inspection and Returns: Upon your receipt of goods shipped hereunder, you shall inspect the goods and notify us of any claims for shortages, defects or damages. If you fail to so notify us within three days after you receive the goods, the goods shall conclusively be deemed to conform to these terms and to have been irrevocably accepted by you. Authorization for all product returns must be approved by our representatives. If items cannot be reused or if items are not returned in a state where they can be resold, they will not be authorized for product credit. Shipping charges will not be credited. Goods may not be returned for credit after 10 days after your receipt of the goods.

4. Credits and Refunds: At our discretion, we may issue a product credit or refund for the product value and shipping charges and offset this credit against any balance due.

5. Payments: All payment for goods are due within 30 days from the date of shipment and a bill will be mailed at the time of product shipping to the billing address you have provided. Unless otherwise specified in a written quotation we provide to you or written contract between the parties: goods will be billed at our list price in effect at the time shipment is made; such prices shall be subject to change from time to time without notice; terms of sale are net 30 days of date of invoice, in U.S. Dollars. If you default in making any payment to us when due, we may defer delivery or cancel this Agreement in addition to other legal remedies available to us.

6. Taxes and Other Charges: Any use tax, sales tax, excise tax, duty, inspection or testing fee, or any other tax, fee or charge imposed by any governmental authority, on or measured by the transaction between us shall be paid by you in addition to the prices quoted or invoiced. If we are required to pay any such tax, fee or charge, you shall reimburse us therefore. If you are exempt from sales tax you will provide us at the time the order is submitted with an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

7. Warranty: WE MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, AND EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO ANY THIRD PARTY RIGHTS AND TITLE, INCLUDING PATENT RIGHTS, IN THE MATERIALS.

Our sole and exclusive liability and your exclusive remedy with respect to goods proved to our satisfaction (applying analytical methods reasonably selected by us) to be defective or nonconforming shall be the replacement of such goods free of charge, upon the return of such goods in accordance with our instructions, although at our discretion we may provide a credit or refund in accordance with Section 4 above. IN NO EVENT SHALL WE BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES . If we manufacture custom goods for you based on instructions, specifications, or other directions you provide to us, we shall not be liable for the lack of sufficiency, fitness for purpose or quality of the goods to the extent attributable to such instructions, specifications, or other directions. We 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 our reasonable control.

8. Compliance with Laws and Regulations: We certify that to the best of our knowledge: our goods are produced in compliance with all applicable federal, state, and local statutes, rules, regulations, ordinances, and orders.

9. Intellectual Property Rights: Our products and processes are covered by patents that are owned by us directly or that we have a license to use and are subject to other trade secret and proprietary rights. We reserve all such rights. No transfer, grant of rights under any patents or license is made or is to be implied by any provision of this agreement, except your right to use the products as provided in Section 10 below. You agree not to infringe upon such rights or reverse engineer, or disassemble any of our products or processes.

10. Authorized Uses

10.1 Except as otherwise agreed in writing by our authorized representative, the purchase of goods only conveys to you the non-transferable right for you (and only you) to use the quantity of goods and components of goods purchased for research use only and are not to be used for any other purposes including, but not limited to, unauthorized commercial purposes and use in humans or veterinary animals. You acknowledge that the goods have not been tested by or for us for safety or efficacy, unless expressly stated in our catalogues or on the label or other documentation accompanying the goods.

10.2 You realize and acknowledge that, because our goods are intended exclusively for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory. You assume responsibility to ensure that the goods purchased from us are approved for use under TSCA, if applicable. Consistent with your agreement to comply with all TSCA R&D substance exemption requirements applicable to the purchase, you agree and warrant that you will comply with all requirements necessary to maintain the R&D exemption, including using the R&D substance under the supervision of a technically qualified individual, maintaining all necessary labeling, and providing all necessary notifications. You also agree and warrant that you will use or sell the R&D substance exclusively for R&D purposes or specified exempt commercial purposes. You specifically agree and warrant that you will not sell or distribute the R&D substance to consumers.

10.3 You have the responsibility to conduct any research necessary to learn the hazards involved for any of your uses of goods purchased from us and to warn your customers, employees and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the goods. You agree to comply with instructions for use of the goods furnished by us, if any, and not to misuse the goods. If the goods purchased from us are to be repackaged, relabeled or used as starting materials or components of other products, you will verify our assay of the goods, qualify the goods provided by us for such applications, and comply with all governmental requirements relating to labeling or providing other communications to customers. You acknowledge that we provide Material Safety Data Sheets (MSDS) for our products, and that they are available in paper copy by calling us at (434) 466-1856, and that you are willing and able to access MSDS by these means. You also agree to inform your employees of the risks, if any, involved in using or handling the goods and to train and equip them to handle the goods safely.

10.4 You acknowledge that products received from us are subject to U.S. export control laws and regulations. You represent and warrant to us that you will not, directly or indirectly, (1) sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from us to any destination, entity, or person prohibited by the laws or regulations of the United States, or (2) use the product for any use prohibited by the laws or regulations of the United States and/or your local jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations

11. Indemnity: You shall, at your own expense, indemnify us, defend us and hold us harmless from and against any and all losses, damages and expenses (including reasonable attorneys’ fees and other costs of defending any action) that we may incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort, or other theory of law, by you, your officers, agents or employees, your successors and assigns, and your customers, whether direct or indirect, in connection with the use or resale of any goods sold pursuant hereto either as a standalone product or a component part or raw material of another product, or by reason of your breach of or failure to perform any of your obligations hereunder, except to the extent caused by a breach by us of the express warranty set forth in Section 7 herein. You shall notify us promptly of any incident involving goods sold pursuant hereto resulting in personal injury or damage to property, and you shall fully cooperate with us in the investigation of such incident and provide us with all related statements, reports and tests available to you.

12. Technical Assistance: Limited technical assistance is available, and we will make every available effort to provide such assistance in a timely manner. Unless otherwise agreed, all technical assistance and information we provide to you regarding the goods will be provided gratis, and you assume sole responsibility for results obtained in reliance thereon. We make no warranty regarding such technical assistance or information.

13. Privacy Policy: We may collect data from you that you provide us voluntarily such as your name, postal address, E-mail address, and telephone number and other personal information. The information we collect is used to improve the content of our Web site and may be used to contact you, via E-mail or regular mail, to provide you with information we believe may be of interest to you. We do not sell or transfer to others outside our company the information you send to us, except that your data may be transferred to an outside fulfillment company for processing and mailing purposes only. Data that are not personal, such as questions, comments, ideas and suggestions, shall be deemed to be non-confidential, and we shall be free to disclose and use the same, without any obligation whatsoever to you, for any purpose and through any means. If at any time you do not wish us to contact you or if you have questions concerning our privacy practices, please feel free to contact us.

14. Miscellaneous: This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia, without giving effect to the principles of conflicts of laws. Our exercise of any option, or failure to exercise any rights hereunder shall not constitute a waiver of our rights to damages for breach of contract and shall not constitute a waiver of any subsequent failure, delay, or breach by you. We may assign our rights and/or obligations under the Agreement to any person in whole or in part. These terms above, including all writings incorporated herein by reference, any quotation issued to you by us, and those specific terms of a purchase order or other document that are either consistent with these terms or expressly agreed upon by us in writing, constitute the entire agreement between us, and supersede all prior agreements and understandings between us, whether written or oral, relating to the subject matter hereof. In the event of a conflict, a quotation takes precedence over these terms, and a written contract signed by both of us takes precedence over either. If one or more of these terms are held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining terms shall be unimpaired.