Terms & Conditions
Alfa-Omega Pharma Sales Terms and Conditions
All sales are subject to these terms and conditions, no variations will be accepted unless agreed to in writing and signed by authorized representatives from both parties.
1. Quotation and Price Changes: The quotation is valid for thirty (30) days from the date of the quotation, unless otherwise noted. Alfa-Omega Pharma may revise the prices provided in the quotation if:
- the information provided by the client is incomplete or inaccurate
- the client requests changes in Alfa-Omega Pharma responsibilities, the specifications of the material, project instructions, procedures, assumptions, processes, protocols, test methods or analytical requirements
- any other reason set forth in the quotation
2. Delivery, Shipping, Delays: All shipments are F.O.B. the location indicated by Alfa-Omega Pharma unless otherwise noted in quotation. Customer must include any special shipping instructions with order. Alfa-Omega Pharma reserves the right to make delivery installments, all such installments to be separately invoiced and paid for when due, per invoice, without regard to subsequent deliveries. Delay in delivery, of any installment, shall not relieve customer of customer's obligation to accept delivery. Customer must inspect all goods immediately upon receipt and notify Alfa-Omega Pharma in writing within ten (10) days of any claims of, shortages, defects, or damages, and shall hold the goods for . Alfa-Omega Pharma's written instructions concerning return or disposition. If customer fails to notify . Alfa-Omega Pharma within the ten (10) days of receiving the goods, they have agreed to accept all goods and pay for goods in full, per invoice.
3. Force Majeure: Neither party will be responsible for any failure to perform or for delay in performance resulting from any cause beyond its reasonable control, including but not limited to, fire, explosion, accident, theft, vandalism, strikes or labor difficulties, natural disasters, acts of God, factory shutdowns, wars, riots, shortages in transportation. If . Alfa-Omega Pharma can not complete order within ninety (90) days due to any such cause, customer may cancel order without liability to Alfa-Omega Pharma .
4. Payment: Terms of sale are net 30 days of invoice, unless otherwise noted in quotation. New customers will be required to provide credit references and all sales are subject to approved credit. Prepayment is required for the first order, unless other arrangements have been approved prior to sale.
5. Taxes and Import Duties: The price of the Products or Services specified does not include federal taxes, state or local sales taxes, use taxes, occupational taxes or import duties. Unless prohibited by law, Buyer is responsible for and shall pay all applicable sales, use, occupational, excise, value added or other similar taxes or import duties applicable to the manufacture, sale, price, delivery or use of the Products or Services provided by Seller, or in lieu thereof, Buyer shall provide Seller with a tax-exemption certificate acceptable to and considered valid by the applicable taxing authorities.
6. Warranties: Alfa-Omega Pharma will perform services in accordance with the specifications and project instructions. If goods sold to customer are deemed defective or nonconforming, to Alfa-Omega Pharma's satisfaction, customer's sole remedy will be:
- credit customer's account for the purchase price, or
- have goods replaced without charge or refund of the purchase price at Alfa-Omega Pharma's discretion.
7. Confidentiality: Confidentiality, Secrecy, and/or Non-circumvent agreements may need to be executed prior to the placement of any order. Alfa-Omega Pharma may utilize partner companies to manufacture products. We do business with our partners on a project exclusive basis and our partners honor non circumvention agreements with us.
8. Cancellations: Customer may not cancel order unless Alfa-Omega Pharma agrees to cancellation in writing. In this event, the customer agrees to pay any manufacturing, service, or raw material charges up to point of cancellation. Once goods have been shipped to customer no cancellations are allowed.
9. Use and Disposal of Goods: Customer agrees to use and dispose of goods sold by Alfa-Omega Pharma in accordance with all applicable laws, rules, and regulations.
10. Indemnification: Customer will not hold Alfa-Omega Pharma or its affiliates responsible for any third party claim arising from one of the following:
- the manufacture, promotion, marketing, distribution, or sale of the goods
- use or exposure to the goods
- exposure to the materials provided by the customer
- negligence or willful misconduct of the customer
- breach of the quotation by the customer
- use of any intellectual property provided by the customer to Alfa-Omega Pharma .
Alfa-Omega Pharma will not hold the customer responsible for any third party claim arising from one of the following:
- any negligence or willful misconduct by Alfa-Omega Pharma.
- Alfa-Omega Pharma's breach of the quotation
11. Patents: Buyer will hold Alfa-Omega Pharma harmless against any such expense, judgment or loss for infringement of any patents or trademarks or other third party property rights which result from Buyer's particular use of the Product(s) or from Alfa-Omega Pharma's compliance with Buyer's designs, specifications or instructions. Alfa-Omega Pharma's instructions and recommendations are not intended to suggest operations which would infringe any patents, and Alfa-Omega Pharma assumes no responsibility for any such infringement. Alfa-Omega Pharma may, without liability to Buyer, decline to continue deliveries of any Product where the manufacture, sale or use of the Product would, in Alfa-Omega Pharma reasonable opinion, infringe any patent now or hereafter issued.