Terms and Conditions of Sale

1. GENERAL TERMS. Terms and conditions herein are part of any contract between Penn MRI, LLC as a seller (referred to herein as “Seller”) of Products and Services (“Products”) and any Buyer (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” All sales are subject to and expressly conditioned upon the terms and conditions herein (the “Agreement”) and upon Buyer’s assent thereto. The Seller will not be bound by any variations from or additions to these terms and conditions contained in any purchase order or document submitted by the Buyer. No variation of these terms and conditions will be binding upon Seller unless agreed to in writing and signed by an authorized representative of Seller. The Buyer agrees to these terms by acceptance of the Products delivered from Seller. All offers by Seller are made without any obligations. Seller is only bound to orders if confirmed in writing or upon delivery of the ordered Products.

2. BUYER’S USE OF PRODUCTS. Seller’s Products are intended for laboratory research purposes and are not to be used for any other purposes, including but not limited to, in vitro diagnosis or for commercial use, or for use in foods, drugs, medical devices or cosmetics for humans or animals. Buyer acknowledges that the Products have not been tested by Seller for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use. Buyer expressly represents and warrants to Seller that Buyer will properly test, use, manufacture and market any Products purchased from Seller and/or materials produced with Products purchased from Seller 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, now and hereinafter enacted. Buyer further warrants to Seller that any material produced with Products purchased from Seller shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be materials which may not, under Sections 404, 505, or 512 of the act, be introduced into interstate commerce.

Buyer realizes that, since Seller’s Products are, unless otherwise stated, intended for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory. Buyer assumes responsibility to assure that the Products purchased from Seller are approved for use under TSCA, if applicable.

Buyer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from Seller. Buyer also has the duty to warn Buyer’s customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products. Buyer agrees to comply with instructions, if any, furnished by Seller relating to the use of the Products and to not misuse the Products in any manner. If the Products purchased from Seller are to be repackaged, relabeled or used as starting material or components of other products, Buyer will verify Seller’s test/evaluation of the Products. Trademarked products of Seller are not to be re-packaged or re-sold without the express written consent of Seller. No Products purchased from Seller shall be considered to be foods, drugs, medical devices or cosmetics.

3. BUYER’S REPRESENTATIONS AND INDEMNITY. Buyer represents and warrants that it shall use all Products in accordance with Terms and Conditions No. 2 “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 Seller, its employees, agents, successors, officers, and assignees from and against any suits, losses, claims, demands, liabilities, costs, and expenses (including attorney and accounting fees) that Seller may sustain or incur as a result of any claim against Seller 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 assignees, 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 Seller’s Products sold by Buyer, or by reason of Buyer’s failure to perform its obligations contained herein. Buyer’s indemnity shall extend to any claim brought against Seller by a third party alleging that the use of a Product by the Buyer infringes the patent rights, trademarks, intellectual property rights or other proprietary rights of any third party. Buyer shall notify Seller in writing within fifteen (15) days of Buyer’s receipt of knowledge of any accident or incident involving Seller’s Products which results in personal injury or damage to property, and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports, and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Seller and any investigation by Seller of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Seller.

4. WARRANTIES. Seller warrants that its Products shall conform to the description of such products as provided to Buyer by Seller through Seller’s catalog, certificates of analysis, analytical data, or other literature. This warranty is exclusive, and Seller makes no other warranty, expressed or implied, including any implied warranty of merchantability or fitness for any particular purpose. Seller’s warranties made in connection with this sale shall not be effective if Seller 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 Seller.

Seller’s sole and exclusive liability and Buyer’s exclusive remedy with respect to products proved to Seller’s satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in Seller’s sole discretion, upon the return or disposal of such products in accordance with Seller’s instructions. Seller 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 Seller 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 Seller’s gross negligence. All claims must be brought within one (1) year of shipment, regardless of their nature.

5. TECHNICAL ASSISTANCE. At Buyer’s request, Seller may furnish technical assistance and information with respect to Seller’s Products. Unless otherwise agreed, all such technical assistance and information will be provided gratis, and Buyer assumes sole responsibility for results obtained in reliance thereon. Seller makes no warranties of any kind with respect to technical assistance or information provided by it. Any suggestions by Seller regarding use, application or suitability of the product shall not be construed as an express warranty unless expressly designated as such in writing signed by Seller, nor construed as a license to operate under, or a recommendation to infringe, any patent.

6. PATENT DISCLAIMER. Seller does not warrant that the use or sale of the Products delivered will not infringe the claims of any United States or other patents. These Products may be covered by composition-of-matter, use, process, or other patents. No license under any patent is granted or implied by Seller. Seller assumes no liability for damages or penalties resulting from the use of the information or Products provided, nor should a listing of any Product or description of use be construed as a license to operate under, or a recommendation to infringe, any patent. Seller expects that its customers are not knowingly ordering Products that infringe third party patent rights. It is the Buyer’s responsibility to determine that these Products are not covered in the claims of any United States or other patents. Patent infringement, if any, is to be verified by the Buyer. 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 Buyer’s risk.

Products currently covered by valid patents are offered solely for R&D purposes under research exemption in accordance with 35 USC 271 (e) +A13 (1) in the United States, section 69.1 of the Japanese Patent Law in Japan, Section 11, No. 2 of the German Patent Law and Section 60 Par 5b of the United Kingdom Patents Act. Such products are to be used only in research experiments that will produce the types of information that are relevant to IND or NDA submissions with the FDA. Buyer hereby agrees to provide, if and when deemed necessary, documents to prove that the Products were used only in research experiments that will produce the types of information that are relevant for IND or NDA submissions with the FDA. Buyer shall fully cooperate with Seller in any investigation relating to any such claims and make available to Seller all related statements, reports and tests available to Buyer.

Buyer hereby agrees to indemnify Seller from any and all liability that may arise under United States or other patent laws in the manner set forth in Terms and Conditions No. 3 ”BUYER’S REPRESENTATIONS AND INDEMNITY”.

7. DELIVERY, CLAIMS, DELAYS. All sales are FCA Seller’s shipping point unless otherwise noted. If shipping and handling charges are quoted or invoiced, they will include charges in addition to actual freight costs. Delivery of the Products to the carrier at Seller’s shipping point shall constitute delivery to Buyer, and Buyer shall bear all risk of loss or damage in transit. Unless otherwise instructed by Buyer, Seller will select the best shipment method, based on the nature of the material, destination, package size, and weight. Seller reserves the right, in its discretion, to determine the exact method of shipment and reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. In the event of delay, the Buyer is allowed to give the Seller notice of an appropriated respite after which the contract is cancelled if the Seller remains unable to deliver the ordered Products.

Immediately upon Buyer’s receipt of any Products shipped hereunder, Buyer shall inspect the Products and shall notify Seller in writing of any claims for shortages, defects or damages and shall hold the Products for Seller’s written instructions concerning return or disposal. If Buyer shall fail to so notify Seller within five (5) days after Buyer has received the Products, such Products shall conclusively be deemed to conform to the description of such Products as provided to Buyer by Seller, to conform to the terms and conditions herein, and to have been irrevocably accepted by the Buyer.

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

8. ALLOCATION OF PRODUCTS. If Seller is unable for any reason to supply the total demands for Products specified in Buyer’s order, Seller may allocate its viable supply among any or all Buyers on such basis as Seller may deem fair and practical, without liability for any failure of performance which may result.

9. RETURNS. Products may not be returned for credit except with Seller’s permission and absolute discretion, and then only in strict compliance with Seller’s return shipment instructions. Any returned items may be subject to a 20 % processing fee. Under no circumstances will Seller accept for return and credit any Products that are in a non-saleable condition. Non-saleable Products include: products with refrigeration or freezing storage instructions; custom products or special orders; opened products supplied in non-resealable containers such as ampules; opened products supplied in tamper evident capped bottles; and products missing labels or packaging.

10. PAYMENT. Terms of sale are net thirty (30) days of date of invoice (subject to credit approval), unless otherwise stated. If the Buyer’s financial condition is in question, then Seller, in its sole discretion, may, without notice to Buyer, delay or postpone the delivery of Products; and Seller, 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, Seller, at its option, without prejudice to any other of Seller’s lawful remedies, may defer delivery, cancel this contract, or sell any undelivered Products on hand for the account of the 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 Seller 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.

11. 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 Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefore; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

12. EXPORT. This Agreement shall be construed and implemented in compliance with the United States Export Administration Act of 1979, which restricts exports of certain products and technology into certain countries, and all other applicable United States export controls. Buyer hereby agrees and shall cause each of Buyer’s customers to agree, that it will not knowingly, either directly or indirectly, export or re-export the Products into those countries, end-users or end-uses described in CFR Title 15 unless Buyer and/or such customers first obtain permission from the United States Bureau of Export Administration or other division as applicable. Buyer agrees and shall cause each of Buyer’s customers to agree, that it will commit no acts which directly or indirectly violate any United States export control law, regulation, treaty or other international agreement to which the United States adheres or complies or any applicable export, import or other laws of any other jurisdiction and agrees to indemnify in the manner set forth in Terms and Conditions No. 3 ”BUYER’S REPRESENTATIONS AND INDEMNITY” and to hold Seller harmless from any and all liabilities or costs incurred by Seller or its affiliates for any reason arising from or connected with any such violation, incurred intentionally or unintentionally.

13. PRICING. All prices quoted shall be in US dollars. Please contact Seller by e-mail (, telephone at toll-free (800) 381-9026 or (610) 833-8344, or visit Seller’s online store at for current prices prior to placing an order. Seller guarantees written quotations for thirty (30) days. Regarding price changes, shipment will be made promptly even if prices have been nominally increased. Price reductions will automatically be applied to your invoice.

14. NON-EXCLUSIVE PRODUCTS AND SERVICES. All contracts between Seller as a seller of Products and Services and any Buyer are non-exclusive and no exclusive relationship shall be created between Seller and Buyer as a result of this contract. Buyer hereby acknowledges and agrees that Seller has entered into this contract with Buyer as an independent contractor and that this contract creates no employment relationship. While protecting the privacy of its customers, Seller retains the right to provide its Products and Services to all customers.

15. GOVERNING LAW. All disputes as to the legality, interpretation, application, or performance of these terms and conditions shall be governed by the laws of the State of Pennsylvania including its conflict of laws principles. Each Party agrees that the forum for any dispute arising between them, which results in either Party instituting court proceedings, shall be the Common Pleas Court of Northampton County, Pennsylvania or the United States Federal District Court for the Eastern District of Pennsylvania.

16. INTERPRETATION. Paragraph headings have been inserted for convenience only and shall not be construed to modify the meaning of the provisions of these terms and conditions. All agreements shall be binding upon and inure to the benefit of the heirs, representatives, successors and assigns of the Parties. Any attachments to these terms and conditions are hereby made a part of this contract. These terms and conditions with its attachments constitute the entire Agreement between Seller and the Buyer and may not be modified except in writing signed by the Parties. No representations or agreements have been made or authorized except as expressly set forth in these terms and conditions. Any prior agreements, arrangements or undertakings relating to the subject matter hereof, whether oral or in writing are hereby superseded.

17. SEVERABILITY. All provisions in these terms and conditions are severable and in the event any of the provisions are ruled by any court of competent jurisdiction to be invalid, illegal, or unenforceable the remainder shall continue in full force and effect. Both Parties will, however, endeavor to replace any void provision by a valid one that in its economic effect is most consistent with the void provision. Both Parties must agree to any such replacement provision in writing.

18. WAIVER. No amendment, modification or waiver of any term, condition, right or remedy hereunder shall be effective for any purpose unless specifically set forth in writing signed by the Party to be bound thereby. The waiver by any Party of any breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition thereof. Failure or delay on the part of Seller to exercise any right, power or privilege under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude exercise of any other right, power or privilege.

19. NOTICES. All notices, requests, demands and other communications required hereunder shall be in writing; and shall be deemed to have been given or made by either Party to the other and shall be deemed sufficient in all respects when delivered personally by reputable international courier or when transmitted by confirmed facsimile or when placed in US mail, postage prepaid, certified mail, return receipt requested, and sent to the to the registered office of last known business address of the other Party.

20. RIGHTS OF THIRD PARTIES. The Parties to these terms and conditions do not intend that any term of this Agreement will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it. Nothing contained herein shall be construed to make the parties principal and agent or partners, or joint venturers, or to render either party liable for the debts or obligations of the other, and no provision herein is intended to create or constitute or nominate any person or entity as a third party beneficiary hereof.

21. SURVIVAL. All provisions of this Agreement, which by their nature must survive termination or expiration of this Agreement in order to give effect thereto, shall survive termination or expiration of this Agreement. Such provisions shall continue to bind the Parties hereto in the event that either Party sells, assigns or transfers its interests, in whole or in part.

Tel: (610) 833-8344
Fax: (610) 465-8412

No presented information or description of use shall be construed as a license to operate under, or a recommendation to infringe, any patent.

Pennsylvania Molecular Research Institute disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for any particular purpose and non-infringement.
See Terms and Conditions.