Terms and Conditions of Sale

TERMS AND CONDITIONS OF SALE

All sales and quotations made by United BioScience LLC (“Seller”) are expressly subject to Seller’s Terms and Conditions of Sale, which shall replace all terms and conditions of Buyer’s purchase orders and of any proposals or quotations to Buyer not agreed to by Buyer and Seller in writing prior to the date of sale. Seller specifically objects to any and all terms and conditions that may be contained on Buyer’s purchase orders or any other documents provided to Seller by Buyer.

  1. Governing Terms

These terms and conditions of sale (“Terms”) are the only terms which govern the sale of the goods (“Goods”) by United BioScience LLC, a Minnesota corporation (“Seller”), to any and all buyers of their products (“Buyer”).

  1. Entire Agreement

Seller’s quotation, confirmation of sale and/or invoice and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, superseding all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral. These Terms prevail over Buyer’s general terms and conditions of purchase regardless of whether or when Buyer submitted its purchase order or terms. Fulfillment of Buyer’s order does not constitute acceptance of Buyer’s terms and conditions nor modify or amend these Terms.

  1. Claims and Nonconforming Goods

Notice of claim for any cause must be made within 10 days of delivery. Failure to provide such notice constitutes waiver by Buyer of all claims. If Buyer timely notifies Seller of nonconforming Goods, Seller, in its sole discretion, shall either:

Replace such nonconforming Goods with conforming Goods, or

Credit or refund the price of the nonconforming Goods along with reasonable shipping and handling costs incurred by Buyer.

Buyer shall ship the nonconforming Goods at its expense and risk to Seller’s facility located at:

500 Simmon Dr, Osceola, WI 54020.

If Seller replaces the nonconforming Goods, the replacement Goods shall be shipped at Buyer’s expense and risk to the original delivery point.

  1. Limited Warranty

4.1 Seller warrants that the Goods will, at delivery, materially conform to Seller’s published specifications effective on the shipment date. Any recommendations regarding uses or applications are believed reliable, but Seller provides no warranty for results obtained by the use of the Goods in Buyer’s manufacturing processes or in combination with other substances. Buyer assumes all responsibility and liability for loss or damage resulting from handling, use, or labeling of Goods.

4.2 EXCEPT FOR THE WARRANTIES IN SECTION 4.1, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

WARRANTY OF MERCHANTABILITY,

WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,

WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

4.3 Remedies in Section 3 above constitute Buyer’s sole and exclusive remedy and Seller’s entire liability for any warranty breach stated in Section 4.1.

  1. Limitation of Liability

5.1 Seller’s liability ceases upon delivery to the carrier at Seller’s shipping point in good condition. Carrier acts as Buyer’s agent. Seller shall not be liable for shipment non-arrival, loss, damage, or transit delays.

5.2 SELLER SHALL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUE, REGARDLESS OF FORESEEABILITY, WHETHER ARISING FROM CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE.

5.3 SELLER’S TOTAL AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID TO SELLER FOR THE GOODS UNDER THIS AGREEMENT.

5.4 Liability limitations do not apply to Seller’s gross negligence or willful misconduct.

5.5 Buyer is responsible for determining safe usage conditions, proper labeling requirements, and assumes all liability for loss, injury, damage, or expense resulting from improper use or labeling of the Goods.

  1. Choice of Law & Venue

These Terms shall be governed by, construed under, and enforced in accordance with the laws of the State of Minnesota, disregarding conflicts of law rules. Hennepin County, Minnesota, shall be the exclusive venue for any legal disputes arising hereunder.