1.    Acceptance — ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON BUYER'S ASSENT THERETO. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON CHEM-X-INFINITY UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF CHEM-X-INFINITY.

2.    Changes — Orders arising hereunder may be changed or amended only by written agreement signed by both Buyer and CHEM-X-INFINITY, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery. Buyer may not cancel this order unless such cancellation is expressly agreed to in writing by CHEM-X-INFINITY. In such event, CHEM-X-INFINITY will advise Buyer of the total charge for such cancellation, and Buyer agrees to pay such charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on CHEM-X-INFINITY by its suppliers, and any other cost resulting from cancellation of this order by Buyer which is permitted by CHEM-X-INFINITY. Certification of such costs by CHEM-X-INFINITY's independent public accountants shall be conclusive on the parties hereto.

3.    Delivery, claims, delays — Sales do not include Shipping Charges unless otherwise noted. If Shipping Charges are quoted or invoiced, they will include charges in addition to actual freight costs. Delivery of the goods by the carrier at Buyer's reception point shall constitute delivery to Buyer and CHEM-X-INFINITY shall bear all risk of loss or damage in transit. CHEM-X-INFINITY reserves the right, in its discretion, to determine the exact method of shipment.

Immediately upon Buyer's receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify CHEM-X-INFINITY in writing of any claims for shortages, defects or damages and shall hold the goods for CHEM-X-INFINITY's written instructions concerning disposition. If Buyer shall fail to so notify CHEM-X-INFINITY within five days after the goods have been received by Buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer.

CHEM-X-INFINITY 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 CHEM-X-INFINITY's reasonable control, including, without limitation, unsuccessful reactions, act of Buyer, embargo or other governmental act, regulation or request affecting the conduct of CHEM-X-INFINITY's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of nature, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.

4.    Allocation of goods — If CHEM-X-INFINITY is unable for any reason to supply the total demands for goods specified in Buyer's order, CHEM-X-INFINITY may allocate its viable supply among any or all Buyers on such basis as CHEM-X-INFINITY may deem fair and practical, without liability for any failure of performance which may result therefrom.

5.    Payment — Terms of sale are net 30 days of date of invoice, unless otherwise stated. If the financial condition of Buyer results in the insecurity of CHEM-X-INFINITY, in its sole and unfettered discretion, as to the ultimate collectability of the purchase price, CHEM-X-INFINITY may, without notice to Buyer, delay or postpone the delivery of the products; and CHEM-X-INFINITY, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance of said products. In the event of default by Buyer in the payment of the purchase price or otherwise, of this or any other order, CHEM-X-INFINITY, at its option, without prejudice to any other of CHEM-X-INFINITY's lawful remedies, may defer delivery, cancel this Contract, or sell any undelivered products on hand for the account of Buyer and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price, and Buyer agrees to pay the balance then due to CHEM-X-INFINITY on demand. Buyer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Buyer in any of the terms hereof.

6.    Taxes and other charges — Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between CHEM-X-INFINITY and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event CHEM-X-INFINITY is required to pay any such tax, fee or charge, Buyer shall reimburse CHEM-X-INFINITY therefore; or, in lieu of such payment, Buyer shall provide CHEM-X-INFINITY at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

7.    Pricing — Please call us for a quotation.  A quotation is required prior to placing your order. We guarantee our written quotations for 30 days. When placing your order, please send us a signed hard copy of our quotation or an official order of your company referencing our quoted prices and our quotation number.

8.    Price Changes — Shipment will be made promptly even if prices have been nominally increased. Price reductions will be automatically applied to your invoice.

9.    Warranties — CHEM-X-INFINITY warrants that its products shall conform to the description of such products as provided to Buyer by CHEM-X-INFINITY through analytical data. THIS WARRANTY IS EXCLUSIVE, AND CHEM-X-INFINITY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. CHEM-X-INFINITY's warranties made in connection with this sale shall not be effective if CHEM-X-INFINITY has determined, in its sole discretion, that Buyer has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by CHEM-X-INFINITY.

CHEM-X-INFINITY's sole and exclusive liability and Buyer's exclusive remedy with respect to products proved to CHEM-X-INFINITY's satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in CHEM-X-INFINITY's sole discretion, upon the return of such products in accordance with CHEM-X-INFINITY's instructions. CHEM-X-INFINITY SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF CHEM-X-INFINITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY CHEM-X-INFINITY'S GROSS NEGLIGENCE. All claims must be brought within one (1) year of shipment, regardless of their nature.

10.    Buyer's use of products — CHEM-X-INFINITY's products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in CHEM-X-INFINITY's catalog or in other literature furnished to Buyer, are not to be used for any other purposes, including but not limited to commercial purposes. Buyer acknowledges that the products have not been tested by CHEM-X-INFINITY for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in CHEM-X-INFINITY's literature furnished to Buyer. Buyer expressly represents and warrants to CHEM-X-INFINITY that Buyer will properly test, use, manufacture and market any products purchased from CHEM-X-INFINITY and/or materials produced with products purchased from CHEM-X-INFINITY in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations. Buyer agrees to comply with instructions, if any, furnished by CHEM-X-INFINITY relating to the use of the products and not misuse the products in any manner.

11.    Buyer's Representations and Indemnity — Buyer represents and warrants that it shall use all products ordered herein in accordance with Paragraph No. 10 "Buyer's Use of Products", and that any such use of products will not violate any law or regulation. Buyer agrees to indemnify and hold harmless CHEM-X-INFINITY, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that CHEM-X-INFINITY may sustain or incur as a result of any claim against CHEM-X-INFINITY based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by Buyer, its officers, agents, employees, successors or assigns, by Buyer's customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, arising out of, directly or indirectly, the use of CHEM-X-INFINITY's products, or by reason of Buyer's failure to perform its obligations contained herein. Buyer shall notify CHEM-X-INFINITY in writing within fifteen (15) days of Buyer's receipt of knowledge of any accident, or incident involving CHEM-X-INFINITY's products which results in personal injury or damage to property, and Buyer shall fully cooperate with CHEM-X-INFINITY in the investigation and determination of the cause of such accident and shall make available to CHEM-X-INFINITY all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to CHEM-X-INFINITY and any investigation by CHEM-X-INFINITY of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by CHEM-X-INFINITY.

12.    Patent disclaimer — CHEM-X-INFINITY does not warrant that the use or sale of the products delivered under will not infringe the claims of any patents covering the product itself or the use thereof in combination with other products or in the operation of any process.

13.    Returns — Goods may not be returned for credit except with CHEM-X-INFINITY's permission, and then only in strict compliance with CHEM-X-INFINITY's return shipment instructions. Any returned items may be subject to a 20% processing fee.

14.    Technical Assistance — At Buyer's request, CHEM-X-INFINITY may, at CHEM-X-INFINITY's discretion, furnish technical assistance and information with respect to CHEM-X-INFINITY's products. CHEM-X-INFINITY MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY CHEM-X-INFINITY OR CHEM-X-INFINITY'S PERSONNEL. ANY SUGGESTIONS BY CHEM-X-INFINITY REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF CHEM-X-INFINITY.

15.    Miscellaneous — CHEM-X-INFINITY's failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of CHEM-X-INFINITY's right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies CHEM-X-INFINITY may have at law or in equity. Any waiver of a default by Buyer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.

17.    Export Compliance — CHEM-X-INFINITY's products, programs, and services are subject to France export laws, rules, treaties, regulations, and international agreements. All individuals who order CHEM-X-INFINITY's products and services assume the responsibility of abiding by the France export laws, rules, treaties, regulations, and international agreements along with applicable foreign laws when transferring, selling, importing, exporting, re-exporting, deemed exporting, diverting, or otherwise disposing of such products and services. By reviewing CHEM-X-INFINITY's terms and conditions, you represent you are not in a sanctioned country nor are you an individual or an entity whose access to the products and services is restricted by France export laws, rules, treaties, regulations, and international agreements.