TERMS AND CONDITIONS

These terms and conditions apply to all sales of goods by SynThink (the Seller) to any Purchaser (Buyer) and shall prevail over and apply to the exclusion of any terms or conditions contained or referred to in the Buyer’s order or in correspondence or elsewhere or implied by trade custom or dealing unless specifically agreed to in the writing of the Seller and any purported provisions to the contrary are hereby excluded.

Definitions

“Seller” or “SynThink” means Synthink Research Chemicals

“Products” “Goods” means the items described in the orders to be supplied by SynThink to the Buyer

“Buyer” “Purchaser” means the other party

Quotations

Written quotations are guaranteed for 30 days. A quotation by the Seller does not constitute an offer and may be withdrawn or revised at any time prior to the Seller’s acceptance of the Buyer’s order.

Acceptance of Order

Synthink acknowledges receipt of Buyer’s order and accepts Buyer’s order expressly conditional on Buyer’s assent to the terms and conditions herein contained, whether additional to or different from those in Buyer’s purchase order or any other form or document heretofore or hereafter supplied by Buyer to SynThink.

Amendments and Cancellations

Buyers’ orders may be amended only by written agreement signed by both Buyer.

Buyers’ orders may not be canceled unless the Seller agrees to such cancellation in writing. In the event of a cancellation, the Seller will advise the Buyer of the total charge for such cancellation, and the Buyer agrees to pay such charges.

Prices and Terms of Payment

Prices are FOB Mumbai, India, and subject to change without notice. We reserve the right, without prior notice, to discontinue products or change specifications and prices on products. Terms of sales are net 30 days from the date of invoice. Written quotations are guaranteed for 30 days. Accounts 30 days past due are subject to a 1.5% late charge per month on the unpaid balance. We reserve the right to request advance payment in certain cases. The Buyer is responsible for bank charges for all overseas transactions.

Unless otherwise specified GST and any other applicable tax or duties payable by the Buyer shall be added to the price.

Shipments and Delivery

All orders will be shipped as instructed at the time of order, preferably by express service. The best method of shipment will be used based on package size, weight, content, and destination in accordance with transport regulations. Special shipments may incur additional charges for packaging. Shipping costs and special packaging (shipment on blue ice/dry ice) are prepaid and are added to the invoice.

Delivery dates mentioned in any quotation, acknowledgment of order, or elsewhere are approximate only and not of any contractual effect, and the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates.

If the Buyer refuses or fails to take delivery of goods tendered in accordance with the contract, the Seller shall be entitled to immediate payment in full for the goods so tendered. The Seller shall be entitled to store at the risk of the Buyer any goods of which the Buyer refuses or fails to take delivery, and the Buyer shall in addition to the purchase price, pay all costs of such storage and any additional costs incurred as a result of such refusal or failure. The Seller shall be entitled after the expiration of 3 months from the date upon which the price became payable to dispose of the goods in such manner as the Seller may determine.

Goods Return Policy

The Seller shall not accept returned goods without prior approval and then only in compliance with the Seller’s return shipment instructions.

The Buyer must inspect goods immediately on receipt and inform the Seller of any shortage or damage within seven (7) days. Quality problems must be notified within thirty (30) days of receipt. The client must send any claim in writing to Synthink within 30 days from the shipment date; only the cost of the purchased product(s) will be covered for a valid claim. Return shipment will not be accepted without permission.

Quality

All products available with SynThink are subjected to quality tests as per our internal quality control protocols. The purity and physical constants stated are typical values; they may vary slightly from batch to batch.

Warranties

SynThink warrants that its products shall conform to the description of such products as provided in SynThink’s catalog. This warranty is exclusive, and the Seller makes no other warranty, expressed or implied, including any implied warranty of merchantability or fitness for any particular purpose.

No license or immunity under any patent is granted or is to be implied by or from the sale of any product.

Third-Party Rights

The Seller shall have no liability to the Buyer in the event of the goods infringing or being alleged to infringe the rights of any third party.

Products protected by valid patents are not offered for sale in countries where the sale of such products constitutes a patent infringement and its liability is at the Buyer’s risk. Some products may be covered by application or process patents. The customer must be responsible for determining the existence of such patents.

Liability

In no event shall Seller be liable for indirect, incidental, special, or consequential damages, or damages of any kind incurred by the Buyer or any third party, resulting from any use or misuse or failure of the products, even if the Seller or any other person has been advised of the possibility of such damage, including, without limitation, liability for loss of use, loss of work, loss of work in progress, loss of revenue or profit, any liability of Buyer to a third party, or any other damage or loss occasioned by such product including personal injury or property damage, unless such personal injury or property damage is caused by Seller’s gross negligence. In no event shall Seller’s liability for damages hereunder exceed the amount paid by the Buyer for the product giving rise to the liability.

The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by the Seller being prevented, hindered, delayed, or rendered uneconomic by reason of circumstances or events beyond the Seller’s reasonable control including but not limited to act of God, war, riot, strike, lock-out, trade dispute or labor disturbance, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of the goods or of raw materials therefore by the Sellers normal source of supply or the manufacture of the goods by the Seller’s normal means or the delivery of the goods by the Seller’s normal route or means of delivery.

Technical/Scientific Assistance

Unless otherwise agreed, all technical assistance and information we provide to you regarding the goods will be provided complimentary, and you assume sole responsibility for results obtained in reliance thereon. We make no warranty regarding such technical assistance or information.

Health and Safety

The goods supplied are for supply to qualified personnel only. The goods should be used in facilities designed for chemical, biological and allied research only and not for human or animal consumption. Goods should be stored and handled in accordance with details provided on the Material Safety Data Sheet and labels.

The Seller provides Material Safety Data Sheets on request, in accordance with current legislation.

Intellectual Property Rights

Products currently offered / listed on the SynThink website are only for R&D use in accordance with (i) 35 USC 271(e)+A13(1) in the U.S.; (ii) Section 69.1 of Japanese Patent Law in Japan; (iii) Section 11, No. 2 of the German Patent Act of 1981 in Germany; (iv) Section 60, Paragraph 5b of the U.K. Patents Act of 1977 in the U.K.; (v) Section 68B of the Patents Act of 1953 in New Zealand; (vi) such related legislation and/or case law as may be or become applicable in the aforementioned countries; and (vii) such similar laws and rules as may apply in various other countries. In the European Union, equivalent exemptions are allowed under the terms of EC Directives 2001/82/EC (as amended by Directive 2004/28/EC) and 2001/83/EC (as amended by Directives 2002/98/EC, 2003/63/EC, 2004/24/EC, and 2004/27/EC). Any product use and resulting liability is solely at the Buyer’s risk.

Use of Products

All products sold by SynThink are strictly for laboratory research purposes only and are not to be used for any other purposes, including but not limited to in vitro diagnostic purposes, ex vivo or in vivo therapeutic purposes, investigational use in foods, drugs, cosmetics of any kind or household use, medical devices, for the diagnosis or treatment of human beings, or for commercial purposes. You assume all risk and liability for the use and/or results obtained by the use of the products covered by this invoice, whether used singularly or in combination with other products.

Governing Law

This contract shall be governed by and construed in all respects in accordance with the laws of India, and the parties hereby submit to the Pune jurisdiction of the India court.