Spectrum Terms and Conditions

Spectrum Laboratory Products, Inc. (“Spectrum”) is engaged in the business of manufacturing inorganic and organic monograph products and providing fine chemicals and laboratory supplies to its customers. By using Spectrum’s products or services, you (the “Customer”) agree to be bound by the following terms and conditions which together with any purchase order executed by Spectrum and the Customer, comprises the entire agreement (“Agreement”) between Spectrum and the Customer.

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

2.     Specifications - Product specifications are subject to change without prior notice.

3.     Delivery - Delivery of all orders will be FCA (INCOTERMS 2000). Shipping and handling fees, special packaging materials (e.g., blue ice), carrier surcharges and hazardous material fees imposed by government regulation will be added separately to the invoice.

4.     Damaged Shipments - Please inspect your Spectrum shipment upon receipt. If any external damage is noticed, accept the shipment only after the driver has noted the damage on both his and your copies of the delivery receipt and you have requested an inspection by the carrier. Keep all containers and packing material for inspection. If, upon opening a shipment, you find a shortage or damage, you must request inspection by the carrier within fifteen (15) days of delivery or you will relinquish your right to make a claim. Spectrum reserves the right to repair a damaged product, where applicable, before replacement or credit is determined.

5.     Payment Terms - Individual invoices, net thirty (30) days from date of invoice; summary invoices, if any, will be due as agreed.

6.     Sales Tax - Sales taxes where applicable (local, state or federal) will be added to the invoice price.

7.     Product Return Policy

       (a) All returns must be authorized by Spectrum in order to insure proper credit. Where credits will be issued to the Customer for authorized returns under $100, the Customer may not be required to return the product to Spectrum. To ensure proper credit, each product return must include the following information:

       :  Customer Name and Address
:  Purchase Order Number
:  Spectrum Shipping Order Number
:  Date of Invoice
:  Catalog Number of Returned Item(s)
:  Spectrum Return Authorization Number
:  Reason for Return

       (b) Products not authorized for return include:

       :  Products not in completely resalable condition (including all packaging)

:  Open chemicals or any controlled products (unless products do not meet specification)

       :  Refrigerated products or other perishables
:  Products purchased on a Special Order Basis
:  Products not purchased from Spectrum
:  Products with an expired shelf life or an expiration date too short for resale
:  Discontinued products

       (c) Each return shipment of hazardous materials must be packed and labeled in accordance with DOT regulations applying to transportation of hazardous materials. Shipping documents must also meet DOT regulations. When necessary, Customer shall include with each return shipment of equipment, a certification from an officer of the company that the equipment was properly decontaminated in accordance with the appropriate guidelines. The product should be shipped to the indicated service center and the transportation charges prepaid. To ensure prompt handling, the return authorization number should be placed on the outside of the package.

8.     Product and Service Warranties and Limitation of Liability

       (a) Spectrum warrants to the original Customer only that:

i.      all products provided to Customer pursuant to this agreement (each a “Product”, and collectively, the “Products”), branded and private label, will meet the manufacturer's specifications for a term equal to the warranty period stated in the Product manufacturer's literature or sixty (60) days, whichever is longer; and

ii.     Services provided, if any, will be of the kind and quality designated and will be performed by qualified personnel.

       (b) SPECTRUM HEREBY DISCLAIMS ALL OTHER WARRANTIES OR GUARANTEES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABIIITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

       (c) The liability of Spectrum under this limited warranty does not extend to any Products which are abused, altered or misused by the Customer or any other persons or entities or which become defective or non-conforming through the actions or inaction of the Customer or any other persons or entities. A defective or non-conforming Product is defined only as a Product which is outside of the manufacturer's defined Product specifications, and shall not include Products that fail to meet any fitness of use by Customer or any unique Customer operating conditions or applications.

       (d) If any Product or service warranted hereunder proves defective or non-conforming, Spectrum’s sole liability and Customer's sole remedy hereunder shall be for Spectrum, to repair or, at Spectrum’s option, (i) replace (or re-perform the Service), at no cost to Customer, any such defective or non-conforming Product with a non-defective or conforming Product (as applicable) or (ii) credit Customer's account for all amounts paid with respect to the defective or non-conforming Product or Service upon Spectrum's receipt of the defective or non-conforming Product. In the event of replacement, the replacement Product will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer.

       (e) If a Product should require service, contact the Spectrum office nearest your location for instruction (for a complete list of offices, see your Spectrum catalog). When the return of the Product is necessary, a return authorization number will be assigned and the Product shipped, transportation charges prepaid, to the indicated service center. To insure prompt handling, the return authorization number should be placed on the outside of the package and a detailed explanation of the defect enclosed with the Product.

       (f) IN NO EVENT SHALL SPECTRUM HAVE ANY OBLIGATION OR LIABILITY FOR ANY EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, USE OR GOODWILL), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE TOTAL LIABILITY OF SPECTRUM(INCLUDING ITS SUBCONTRACTORS AND AGENTS), IF ANY, FOR DAMAGES RELATING TO ANY PRODUCTS SOLD UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PRICE PAID FOR SUCH PRODUCT(S) AND THE TOTAL LIABILITY OF SPECTRUM (INCLUDING ITS SUBCONTRACTORS AND AGENTS), IF ANY, FOR DAMAGES RELATING TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID FOR THE SERVICE GIVING RISE TO SUCH CLAIM.

9.     Indemnification - Customer shall defend, indemnify and hold Spectrum and its officers, directors, employees, and agents harmless from and against any and all claims, actions, liability, expenses, costs, or losses arising from (i) Customer’s improper use of the Product; (ii) Customer’s combination or use of the Product with third party products; (iii) misuse of the Product by any end-user; (iv) the acts (or any failure to act) of Customer hereunder; and (v) any breach by Customer of its obligations hereunder. This Section 9 shall survive termination and cancellation of this Agreement.

10.   Proprietary Information - Each party (a "Recipient") shall maintain in confidence, not disclose to any third party, and not use, except for the specific purpose of performing under this Agreement, all proprietary information furnished to it by the other party (a "Discloser") or any Discloser Affiliate in connection with this Agreement, or derived from the Discloser or any Discloser Affiliate in performance of this Agreement, and shall return to the Discloser or a Discloser Affiliate, upon request, all copies (then in Recipient's possession) of documents and other tangible media furnished by or derived from Discloser or such Discloser Affiliate, respectively, in connection with the performance of this Agreement. The Recipient shall inform Its employees, agents, and representatives of these obligations and shall require them to assume equivalent obligations.

11. Miscellaneous

       (a) Termination - This Agreement may be terminated by either party for convenience at any time upon reasonable written notice delivered to the other party. In the event of any termination or expiration of this Agreement, Customer shall be billed immediately for Products shipped through the effective date of such termination or expiration and all custom Products purchased for Customer in Spectrum’s inventories at such date, and Customer shall pay the invoiced amount immediately upon receipt of such invoice.

       (b) Delivery - Delivery dates are estimated delivery times only.  In the event that Spectrum makes a good faith effort to deliver goods or services by the estimated delivery date, but cannot deliver such goods or services to Customer by the estimated delivery date, Spectrum shall have such additional time within which to perform its obligations under this Agreement as may reasonably be necessary under the circumstances.

       (c) Force Majeure - In the event either party is prevented in whole or in material part from performing its obligations under this Agreement solely as a result of force majeure, upon the prompt giving of notice to the other party detailing such force majeure event and its anticipated duration, the obligations of the party so prevented shall be excused during such period of delay, and such party shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible.

       (d) Entire Agreement - This Agreement contains the entire understanding of the parties concerning the subject matter hereof and supersedes previous verbal and written communications, proposals and agreements between the parties concerning the subject matter hereof. In the event of a conflict between a purchase order and this document, the terms and conditions of this document shall prevail.

       (e) Merger, Modification, Waiver - No amendment, modification or waiver of these terms shall be binding on either party unless reduced to writing and signed by an authorized officer of the party to be bound, and in the case of a waiver, shall be effective only in the specific instance and for the specific purpose for which given, and shall not be construed as a waiver of any subsequent breach. The failure of either party to enforce at any time or for any period of time any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision. No course of dealing, usage of trade or course of performance shah supplement, explain or amend any term, condition or instruction of this Agreement, or any shipment of Products hereunder.

       (f) Severability - If any term or provision of this Agreement or any application thereof shall be held invalid or unenforceable, the remainder of this Agreement and any application of the terms and provisions shall not be affected thereby, but shall remain valid and enforceable.

       (g) Applicable Law, Venue - This Agreement is made pursuant to, and shall be construed and enforced exclusively in accordance with, the internal laws of the State of California (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.  Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement against any of the parties shall be brought in the courts of the State of California, or, if applicable, in the United States District Court for the Central District of California, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

       (h) Claims Cutoff - Regardless of any contrary statute or law, any suit seeking to enforce any provision of, or based on any right arising out of, this Agreement must be filed within one (1) year after (a) delivery of the subject goods or services, or (b) in the case of a warranty claim, the time at which a such claim is brought within the warranty period; otherwise such suit will be barred forever.  Upon discovery of any claim against Spectrum, Customer shall promptly notify Spectrum in writing of such claim, shall cooperate in any investigation made with respect thereto, and shall preserve and provide access to witnesses, physical evidence, and reports related thereto.

       (i) Authority to Enter Into Agreement - Each party represents and warrants that it is authorized to enter into this Agreement and that in so doing it is not in violation of the terms or conditions of any contract or other agreement to which it may be a party.

       (j) Assignment - This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and designees; provided, however, neither party shall have the right to transfer, assign or delegate its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other party (except that either party may assign this Agreement to a parent, subsidiary or successor corporation without such consent).

       (k) Nature of Relationship - Neither party, its employees or permitted subcontractors or agents shall, under any circumstances, be considered to be an agent, partner, joint venturer or representative of the other party.