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Atlanta Biologicals Incorporated Terms and Conditions

Provisions:

In these Terms and Conditions "we," "us," and "our" means Atlanta Biologicals, and "you" and "your" means the company, person, or other legal entity that purchases products and/or services from us and their successors and/or assigns. We are filling all orders subject to these Terms and Conditions. You will be deemed to have assented to these Terms and Conditions unless you return the products to us within five (5) days after your receipt of the merchandise. Provisions contained in any purchase order or other form or document from you shall not supersede these Terms and Conditions and our failure to object to these provisions shall neither be construed as a waiver of all or part of our Terms and Conditions nor an acceptance of any such provision. Our Terms and Conditions, including all writings incorporated herein by reference, and those specific terms of a purchase order or other document that are either consistent with these Conditions or expressly agreed upon by us in writing, constitute the entire contract between us (the "Contract"), and supersede all prior agreements and understandings between us, whether written or oral, relating to the subject matter hereof. If one or more of these Terms and Conditions are held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining Terms and Conditions shall be still in effect.

Delivery:

Unless agreed to differently in writing by us, all sales are FOB our shipping point (Flowery Branch, GA) with freight being prepaid and added to your invoice. We reserve the right to make delivery in installments, all such installments are to be separately invoiced and paid for when due per invoice. Perishable products are shipped frozen, with or without dry ice depending on the mode of transportation (ground freight via a commercial, refrigerated, common carrier does not require the addition of dry ice). Shipments requiring dry ice will normally be subject to an additional charge for special handling in the packaging and shipping of the order.

Delivery is subject to product availability. While we attempt to ensure the product availability of inventory presented for sale on our web site, you acknowledge that some products may not be available for immediate shipment. If an order cannot be shipped in its entirety by the close of the following business day in which the order was placed and confirmed, we will promptly notify you and provide you with an estimated ship date for the back-ordered item(s).

Inspection and Returns:

You must inspect all products shipped upon arrival for any damages, defects or shortages, and notify our Customer Service Department promptly of any such claims. If you fail to so notify us within three (3) days after you receive the goods, the goods shall conclusively be deemed to conform to these Terms and Conditions and to have been irrevocably accepted by you. Authorization for all product returns is at our discretion and must be approved in writing by our Customer Service Department by supplying a return authorization (RA) number prior to the return of goods. Not all products will be authorized for return, and all products authorized for return must arrive at our facilities in a state satisfactory for resale to be eligible for product exchange, product credit, or refund. A restocking charge of 25% or $25 (whichever is greater) shall be charged on all authorized returns that are not the result of any error or fault of ours. Shipping charges will not be credited. Products may not be returned for credit after 30 days following your receipt of the merchandise.

Credits, Exchange and Refunds:

At our discretion, we may exchange the product, issue a partial or full product credit or issue a partial or full refund for the product value. No credit, exchange or refund shall be available if a past due balance is outstanding on the account.

Payments:

Unless otherwise specified in a valid written quotation issued to you by us prior to the purchase, or a written contract between the parties, products will be billed at the 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, payable in U.S. Dollars. If you default in making any payment to us when due, we, at our option and without prejudice to our other lawful remedies, may defer delivery or cancel the contract.
In addition to the invoice amount, you shall be responsible for any taxes, fees or charges imposed by any governmental authority on the sales transaction between us, including but not limited to use tax, sales tax, excise tax, duty, inspection or testing fee. If we are required to pay any such tax, fee or charge, you shall reimburse us for the tax, fee or charge, or provide us at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

Warranty:

We warrant to the original purchaser that our products shall conform substantially to the description of such products as provided in our catalogs and literature accompanying the products until their respective expiration dates or 4 months after date of sale if no expiration date is given. THIS WARRANTY IS EXCLUSIVE, AND WE MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Our warranties shall not be effective if we determine, at our sole discretion, that you have altered or misused the products or have failed to use or store them in accordance with instructions supplied by us. Our sole and exclusive liability and your exclusive remedy with respect to products proved to our satisfaction (applying analytical methods reasonably selected by us) to be defective or nonconforming shall be the replacement of such products free of charge, upon the return of such products 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 A PARTICULAR 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.

Intellectual Property Rights:

We warrant to you that the manufacture and sale by us of products manufactured by or for us and delivered to you, to our knowledge will not infringe the claims of any patent, trademark or copyright ("Intellectual Property") of any third party.

Your purchase of products that were manufactured and sold by us relying on instructions, specifications or other directions provided by you and your use or resale of products purchased from us are excluded from this warranty.
You shall 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 made against us for infringement of Intellectual Property rights of any third party as a result of your use of Products purchased from our Web Site.

Authorized Uses:

Unless otherwise expressly indicated on the label or other documentation accompanying the products, the products are Intended For Research Use Only and are not to be used for any other purposes including, but not limited to, unauthorized commercial purposes, in vitro diagnostic purposes, any therapeutic purposes, investigational use, in foods, drugs, devices or cosmetics of any kind, or for consumption by or use in connection with or administration or application to humans or animals. You acknowledge that the goods have not been tested by or for us for safety or efficacy, unless expressly stated in our literature, on the label or in other documentation accompanying the goods. Without limiting the foregoing restrictions, you warrant to us, that should you use or sell the goods for any use other than research, you shall conduct all necessary tests, comply with all applicable regulatory requirements, issue all appropriate warnings and information to subsequent purchasers and/or users and be responsible for obtaining any required Intellectual Property rights.

Except as otherwise agreed in writing, the purchase of goods only conveys to you the non-transferable right for only you to use the quantity of goods and components of goods purchased in compliance with the applicable intended use statement, if any, in our catalog, online catalog or on the label or other documentation accompanying the goods.

You represent and warrant to us that: you will properly test, use, and, to the extent authorized, manufacture and market any goods purchased from us and any final articles made from them in accordance with the practices of a reasonable person who is an expert in the field, including, but not limited to, a technically qualified individual (40 C.F.R. � 720.3(ee)), and in strict compliance with all applicable national, state, provincial, and local food, drug, device, cosmetic and other relevant laws and regulations, now and hereinafter enacted; and any final articles manufactured from the goods shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be articles which may not, under Sections 404, 505, or 512 of the Act, be introduced into interstate commerce.

You acknowledge that, because our goods are intended primarily 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.

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 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.

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 stand-alone 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 provided in paragraph 9 or caused by a breach by us of the express warranty in paragraph 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.

Technical Assistance:

All technical assistance and information we provide to you regarding the goods will be provided free of charge, unless agreed otherwise, and you assume sole responsibility for results obtained in reliance thereupon. We make no warranty regarding such technical assistance or information.

Force Majeure:

The performance by us of any covenant or obligation on our part to be performed under any agreement with you shall be excused by floods, strikes, or other labor disturbances, riots, fires, accidents, wars, embargoes, delays of carriers, failure of power, or of regular sources of supply, acts, injunctions, or restraints of government, or any other cause preventing such performance, beyond our reasonable control.

Miscellaneous:

The Contract shall be governed by and construed in accordance with the laws of the State of Georgia, 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 Contract to any person in whole or in part.
The failure by us to enforce any of the provisions of these Terms and Conditions shall not be construed as a waiver of the right for us to thereafter enforce such provision.