1. Acceptance Governing Provisions: In these General Terms and Conditions (the "Conditions") "we", "us", and "our" means BioChemia Incorporated or the BioChemia affiliate that is processing this order or purchase of goods , and "you", "your" and "buyer” means the person, company or other legal entity that orders or buys goods from us and in each case their respective successors and/or assigns. We are shipping these goods subject to these Conditions. Our failure to object to provisions contained in any purchase order or other form or document from you shall not be construed as a waiver of these Conditions nor an acceptance of any such provision. These Conditions, including all writings incorporated herein by reference, any quotation issued to you by us, 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. In the event of a conflict, a quotation takes precedence over these Conditions, and a written contract signed by both of us takes precedence over either. If one or more of these Conditions are held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining Conditions shall be unimpaired.

2. Delivery: Unless specified differently in writing, all sales are FCA our shipping point. We reserve the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice.

3. Inspection and Returns: Upon your receipt of goods shipped hereunder, you shall inspect the goods and notify BioChemia Incorporated of any claims for shortages, defects or damages. If you fail to so notify us within 24 hours after you receive the goods, the goods shall conclusively be deemed to conform to these Conditions and to have been irrevocably accepted by you. Authorization for all product returns must be approved by BioChemia Incorporated and a return authorization number (RAN#) given to you prior to the return of goods. Not all items will be authorized for return, due to temperature and packing requirements. Items authorized for return must arrive at our facilities in a state satisfactory for resale to be eligible for product credit. Items returned without prior authorization may not be accepted. A restocking charge of 30% shall be charged on returns that are not the result of any error or fault of ours. Shipping charges will not be credited. Goods may not be returned for credit after 2 days after your receipt of the goods.

4. Payments: Unless otherwise specified in a written quotation we provide to you or written contract between the parties: goods 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 7 days of date of invoice, 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. If you provide a purchase order number which proves to be erroneous or invalid, you agree to pay the invoice(s) upon receipt of a "proof of delivery (POD)" and/or a proof of shipment signed and executed bill of lading/airbill from us.

5. Taxes and Other Charges: Any use tax, sales tax, excise tax, duty, inspection or testing fee, or any other tax, fee or charge imposed by any governmental authority, on or measured by the transaction between us shall be paid by you in addition to the prices quoted or invoiced. If we are required to pay any such tax, fee or charge, you shall reimburse us therefor.

6. Warranty: BioChemia Incorporated warrants that its products shall conform to the description of such products as provided in our catalogue(s) and literature accompanying the goods. 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 sole and exclusive liability and Buyer's exclusive remedy with respect to products proved to our satisfaction to be defective or nonconforming shall be the replacement of such products without charge or refund of the purchase price, at the sole discretion of BioChemia Incorporated, upon the return of such products in accordance with our instruction. BioChemia Incorporated shall not be liable for any incidental, consequential or contingent 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 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.

7. Indemnity: Buyer agrees to indemnify and hold BioChemia Incorporated harmless from and against any and all losses, damages and expenses whatsoever or howsoever caused, arising from any use of the product by Buyer, and assumes all risk and liabilities resulting from the use of the products whether used singly or in combination with other products. Our products are intended primarily for laboratory research and manufacturing purposes, and unless otherwise indicated are not to be used for any other purposes.

8. Toxicity and Hazards: All of our products should be handled by qualified personnel only, trained in laboratory procedures, and familiar with potential hazards, due to the potential danger associated with the use of some of our products, . Information is not available on the possible hazards of many compounds. The absence of a warning must not be interpreted as indication of safety. The ultimate responsibility for the proper handling of any and all products lies with the user. All goods sold by BioChemia Incorporated carry the condition that liability for any injury, loss or damage whatsoever to persons or real property resulting from the handling of the said goods lies with the user. Acceptance of our goods binds the customer to these terms.