TERMS AND CONDITIONS
Last updated: May 14, 2025
Please read these terms and conditions carefully before using Our Service
TERMS AND CONDITIONS OF PURCHASE
This order is not an acceptance of any offer to sell but is an offer to purchase which may be accepted only by execution of the acknowledgment copy by Seller and return of such copy to NOAH Technologies Corporation(herein called “NOAH”) within ten (10) days from the date of this order or by other expression of acceptance including performance of this order. Upon acceptance, this order shall constitute the entire agreement between the parties(except for any additional warranties given by Seller) superseding any and all previous communications and negotiations. This purchase order may be for goods and/or services. Conditions relating to the purchase of either on this purchase order shall apply equally to both and any notations are not meant to differentiate between the two. By accepting this purchase order, and/or performing hereunder, Seller agrees to comply fully with the terms and conditions of purchase set forth on both sides of this document and applicable attachments. Acceptance of this purchase order is expressly limited to the terms and conditions of this order and none of Seller’s terms and conditions shall apply in acknowledging this order or in the acceptance of this order. Acceptance by NOAH of the goods, services or work delivered under this purchase order shall not constitute agreement of Seller’s terms or conditions. Seller may not ship under reservation.
1. CHANGES AND MODIFICATIONS- NOAH may change from time to time any of the drawings, specifications or instructions for work covered by this purchase order and Seller shall comply with such change notices. If such changes result in a decrease or increase in Seller’s cost or in the time for performance, an adjustment in the price and time for performance may be made by the parties in writing, provided, however, that Seller notifies NOAH of the request for such adjustments within ten(10) days after receipt of the change notice. Changes, amendments, modifications additions, attachments or waivers to the terms and conditions of this order shall be binding on NOAH only if such changes, amendments, modifications, additions, attachments or waivers are in writing and signed by a duly authorized representative of NOAH.
2. APPLICABLE LAW AND COMPLIANCE- The validity, interpretation and performance of these terms and conditions and any purchase made hereunder shall be governed by the laws of the state of Texas. Seller agrees that at all times it will comply with all applicable federal, state, municipal and local laws, orders and regulations, including but not limited to those affecting or limiting prices, production, purchase, labor, safety, shipping, sale and use of material. If requested by NOAH, Seller agrees to timely certify compliance with such laws in such forms as NOAH may request.
3. RESERVATION OF RIGHTS- NOAH expressly reserves all rights and remedies which are available to it at law or equity, including, but not limited to, rights and remedies set forth in the Uniform Commercial Code.
4. INDEMNITY – Seller agrees to defend, indemnify and hold NOAH and its customers harmless from and against all claims, actions, liabilities, losses and costs and expenses arising out of the injury or death to any person or persons, property damage or loss, or economic injury arising out of this order.
5. WAIVER- Any failure of NOAH to enforce at any time or for any period of time, any of the provisions of this purchase order shall not constitute a wavier of such provision nor of NOAH’s rights to enforce each and every provision.
6. INSPECTION – All goods and/or services purchased on this order shall be subject to inspection and testing by NOAH or the government at the discretion of NOAH at any reasonable time and from time to time before, during or after production or delivery. If an inspection or test is made by NOAH or the government on the premises of Seller, Seller shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. Notwithstanding any payment that may be made, no goods or services are to be deemed accepted until NOAH has had an opportunity to inspect and test them. Any goods which may be defective, show physical signs of damage, or not in accordance with specifications, including, but not limited to quantity, performance or adherence to specifications may be rejected by NOAH.
7. WARRANTIES – In addition to its standard warranty, Seller warrants that all goods and/or services supplied are free from any defects in design, material or workmanship and of good and merchantable quality and are free and clear of all liens and encumbrances and good and merchantable title is transferred to Seller.
8. PATENT, TRADEMARK AND COPYRIGHT INFRINGEMENT- Seller agrees to defend, at its cost and expense, all claims, demands and actions which may be asserted against NOAH, its successors, assigns and customers(whether direct or indirect) for all alleged patent, trademark and copyright infringement resulting from the use or resale of goods covered by this purchase order and to indemnify and hold NOAH harmless against all costs, expenses(including attorney’s fees) , and judgments related to such claims, demands and actions.
9. CANCELLATION BY BUYER- NOAH shall have the right to cancel this order without cause. NOAH’s liability for cancellation of this order without cause shall be limited to Seller’s actual cost for work and materials applicable solely to this order which have been expended when notice of cancellation has been received by Seller. No claim shall be asserted or honored for loss of expected profits or for any consequential or incidental damages due to cancellation. This reimbursement for cancellation shall not exceed the original purchase order price. Cancellation under this provision shall not be deemed a breach of contract. The provision of this paragraph shall not limit or affect the right of NOAH to cancel this order for cause and shall not apply to a cancellation with cause.
10. TIME OF DELIVERY- The delivery dates indicated by NOAH for the articles, material or work to be supplied under this purchase order are of the essence. Failure to meet agreed upon delivery shall be considered a breach of the contract; furthermore, Seller agrees to pay to NOAH any penalty and damages imposed upon or incurred by NOAH for failure of Seller to deliver articles, material, or work on such delivery dates. It is Seller’s responsibility to comply with the indicated delivery schedule. Goods received in advance of NOAH’s delivery schedule may, at NOAH’s option, be returned at Seller’s expense or be accepted and payment withheld until the scheduled delivery date. NOAH may reschedule the delivery of any unshipped product for later delivery within ninety (90) days of the originally scheduled delivery date.
11. SHIPPING AND RISK OF LOSS – All goods shall be suitably packed, marked, declared and shipped in accordance with shipping instructions of NOAH and otherwise in accordance with the requirements of common carriers so as to obtain the lowest transportation cost. Seller agrees to comply with all domestic and international shipping laws and regulations regarding the shipping of containers, labeling and applicable declarations. NOAH shall have the right to route all shipments. Routing specified may not be changed without NOAH’s written permission. No charge shall be made to NOAH for packing, boxing, cartage or documentation unless separately itemized on the face hereof; but Seller shall be liable to NOAH for any loss or damage resulting from Seller’s failure to act so as to provide adequate protection during shipment. Risk of loss shall be upon Seller until
confirming goods are delivered to and have been inspected and accepted by NOAH. Additional expenses, charges or claims incurred as a result of deviation from the specified route, non-compliance with other shipping instructions, or improper description of the shipment in shipping documents
shall be Seller’s responsibility.
12. OVERSHIPMENTS – Seller is instructed to ship only the quantity specified in this order. However, any deviation caused by conditions of loading, shipping, packaging or allowances in manufacturing processes may be accepted by NOAH according to the overshipment allowance indicated on the face of this order. If no allowance is shown, it shall be zero percent. Noah reserves the right to return any overshipment in excess of the allowance at the Seller’s expense.
13. SHIPPING AND INSURANCE – Unless specifically indicated on the reverse side hereof, Seller shall insure all shipments. The amount of insurance shall be for the minimum amount that the carrier permits. If the carrier offers a basic insurance coverage at no additional cost, this shall be
accepted by Seller and this will be deemed to cover this requirement. If the specified carrier does not offer insurance, the smallest amount of insurance possible should be purchased for this shipment. No payment for insurance over and above that previously described will be made.
14. RETURNS – Defective material shall be returned freight collect to Seller. Replacement material shall be sent freight prepaid from Seller who will absorb the burden of premium transportation when defect or replacement material places critical time or delivery schedule constraints on
NOAH.
15. PRICE ADJUSTMENT – NOAH will not accept shipment at any increase in price above that indicated on this order. Any general price decrease announced by Seller in classification or equipment and/or materials, similar to the items described on this order shall automatically reduce the
price thereof by a comparable percentage.
16. APPLICABLE LAWS, CERTIFICATIONS AND DOCUMENTATIONS- Seller hereby certifies that all goods furnished hereunder have been produced in compliance with all applicable requirements or every law, rule or regulation covering such production. NOAH shall have the right to request and Seller shall supply any specified certification or certifications covering any such law, rule or regulation as required by NOAH. NOAH shall have the right to inspect or receive a copy of all quality control and quality assurance documentation as required by NOAH. Seller shall
supply all appropriate material safety data sheets to NOAH in a timely manner so that they are at NOAH’s premises before receipt of any hazardous chemical product shipped to NOAH.
17. SALES AND USE TAX EXEMPTION- It is hereby certified that the above described property is exempt from sales and use tax, unless otherwise noted, for the reason that such property is purchased for resale or will become an ingredient or component part of, or be incorporated into, or
used or consumed in, a manufactured product produced for ultimate sale. If the property described on this purchase order is purchased tax exempt and subsequent use makes this property taxable, NOAH will assess and pay tax to the appropriate state. Applicable tax exemption permit
numbers are shown on the front.
TERMS AND CONDITIONS
All orders received and all sales made by NOAH Technologies Corp. (herein called “NOAH”) are expressly
conditioned upon the following terms and conditions. Any additional or different terms (except additional
provisions regarding shipping instructions whether or not materially different set forth in any purchase order
or other communication from Buyer are objected to and shall not be binding upon NOAH unless specifically
accepted in writing by an authorized representative of NOAH.
1. WARRANTIES –
NOAH warrants that its products conform to the description of such products as provided in NOAH’s catalog,
NOAH’s analytical information or other literature, if furnished to Buyer. NOAH’s warranties made in
connection with this sale shall not be effective if NOAH has determined, in its sole discretion, that Buyer
has misused the products as provided in NOAH’s catalog, NOAH’s analytical information or other literature,
if furnished to Buyer. NOAH’s warranties made in connection with this sale shall not be effective if NOAH
has determined, in its sole discretion, that Buyer has misused the products in any manner or has failed to
use the products in accordance with instructions, if any, furnished by NOAH. The above warranty is
exclusive, and NOAH makes no other warranty, expressed or implied, including any implied warranty or
warranty of merchantability or fitness for any particular purpose.
If NOAH furnishes Buyer with advice or other assistance which concerns any product supplied hereunder,
the furnishing of such advice or assistance will not subject NOAH to any liability, whether in contract,
warranty, tort (including negligence) or otherwise.
NOAH’s sole and exclusive liability and Buyer’s exclusive remedy with respect to products proved to
NOAH’s satisfaction to be conforming shall be the replacement of such products without charge or refund
of the purchase price, in NOAH’s sole discretion, upon the return of such products in accordance with
NOAH’s instructions, NOAH shall not be liable for any incidental consequential or contingent damages.
2. DELIVERY AND DELAYS –
Unless specified differently in writing, all sales are F.O.B. NOAH’s shipping point. Delivery of goods to the
carrier at NOAH’s plant or other loading point, shall constitute delivery to Buyer and the title will pass to
Buyer. Regardless of shipping terms, all risk of loss or damage in transit shall be borne by Buyer. NOAH
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. Delay in delivery of any installment shall
not relieve Buyer of Buyer’s obligations to accept remaining deliveries. If NOAH is unable for any reason to
supply the total demands for goods specified in Buyer’s order. NOAH may allocate its available supply
among any or all buyers on such basis as NOAH may deem fair and practical, without liability for any failure
of performance which may result therefrom.
NOAH 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 NOAH’s reasonable control.
3. CANCELLATION/CHANGES –
Buyer may not cancel its order after shipment from NOAH’s factory or
warehouse. The buyer may cancel its order prior to shipment only upon written notice and payment of
NOAH’s cancellation charges which shall include lost profits and all expenses incurred by NOAH in
connection with the canceled order.
Any requested change to delivery dates must be made at least 30 days prior to the confirmed scheduled
delivery date. Requests made less than 30 days prior to the originally scheduled delivery date will be
considered on a case-by-case basis, but no guarantees are implied. If amenable to pushing a delivery date
out, Noah reserves the right to assess “storage” fees based on the volume of material being held in their
facility and the length of time material is warehoused. PO’s cannot be canceled, either in part or in full, once
production of the requested material or materials has begun or is already in process. Noah highly values
the relationships it has with its partners, and will always attempt to find a mutually beneficial solution to
assist its customers.
4. PATENTS –
Buyer shall hold NOAH harmless against any expense or loss resulting from infringement of patents or
trademarks arising from compliance with Buyer’s designs or specifications or instructions. NOAH shall have
the right but not the obligation to defend any suit or proceeding or take any action it deems proper for its
defense.
NOAH shall not be liable for any costs or damages incurred by Buyer as a result of any suit or proceeding
brought against Buyer from infringement of trademarks or other matter where NOAH has followed the
Buyer’s instructions, information or specifications of the order. The sale of products by NOAH does not
convey any license, by implication, estoppel, or otherwise, under patent claims covering the use or
manufacture of any product.
5. RETURNS –
Goods may not be returned for credit except with NOAH’s permission, and then only in strict compliance
with NOAH’s return shipment instructions.
6. TECHNICAL ASSISTANCE –
At Buyer’s request, NOAH may furnish technical assistance and information with respect to NOAH’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. NOAH makes no warranties
of any kind or nature with respect to technical assistance or information provided by it. Any suggestions by
NOAH regarding use, application or suitability of the products shall not be construed as an express warranty
unless expressly designated as such in writing by NOAH.
7. VARIATIONS –
Unless otherwise specified in writing, any variation over or under in quantities shipped not exceeding 10%
of the quantities ordered shall constitute compliance with the order and the unit price will continue to apply.
8. SECURITY INTEREST –
Buyer hereby grants to NOAH a security interest in all products sold hereunder until all payments shall have
been made in full. Buyer agrees to execute any financing documents and to take any other steps as may
be requested by NOAH to perfect such security interest.
9. PAYMENT –
Terms of sale are net 10 days of date of invoice, unless otherwise stated. Materials will be billed at the price
in effect at the time shipment is made.
NOAH, the financial condition of Buyer at any time does not justify continuance of production or shipment
on the terms of payment originally specified, NOAH may require full or partial payment in advance. In the
event of the bankruptcy or insolvency of Buyer or in the event any proceeding is brought by or against
Buyer under the bankruptcy or insolvency laws, NOAH shall be entitled to cancel any order then outstanding
at any time during the period allowed for filing claims against the estate and shall receive reimbursement
for its cancellation charges. NOAH’s rights under this provision are in addition to all rights available to it at
law or in equity.
Except to the extent otherwise specified by NOAH, prorated payments shall become due without setoff as
shipments are made. If NOAH consents to delay shipments after completion of any product, payment shall
become due on the date when NOAH is prepared to make shipment. In the event of any such delay, title
shall pass and the product shall be held at Buyer’s risk and expense.
10. SALES AND SIMILAR TAXES –
Unless otherwise stated, NOAH’s prices do not include any use tax, sales tax, duty, custom, inspection or
testing fee, or any other tax, fee or charge of any nature imposed by any governmental authority.
Consequently, in addition to the prices specified herein, the amount of any present or future sales tax, as
described above, shall be paid by Buyer or in lieu thereof Buyer shall provide NOAH with a tax exemption
certificate acceptable to the taxing authorities.
11. PURCHASE PRICE –
Unless otherwise stated in writing by NOAH, prices, terms of payment and pricing policies will be those set
forth in NOAH’s pricing policies and price schedules in effect at this time of shipment.
12. BUYERS’S USE OF PRODUCTS –
NOAH’s products are intended for manufacturing purposes or laboratory research purposes only and are
not to be used for any other purposes which shall include but not be limited to in foods, drugs, cosmetics,
for humans, or medical diagnostic purposes. Buyer acknowledges that the products have not been tested
by NOAH for safety and efficacy in food, drug, device, cosmetic, diagnostic or any other use, unless
otherwise stated specifically by NOAH. Designation such as NF, National Formulary, USP, United States
Pharmacopia, ACS, Cosmetic Grade, Pharmaceutical Grade, Food Grade or similar terms are used to
indicate the desired chemical analysis and specification and not to recommend for any use indicated above.
Buyer expressly represents and warrants to NOAH that Buyer will properly test, use, manufacture and
market any products purchased from NOAH and any final articles made from them in accordance with the
practices of a reasonable person who is an expert in the field and in strict compliance with all applicable
federal or other governmental laws and regulations, now and hereinafter enacted. 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 NOAH. Buyer also has the duty to warn Buyer’s
customers, personnel, auxiliary personnel, whether employed by Buyer or not or any persons or
organization who may conceivably be exposed to any hazards generated from the product of any risks
involved in using, handling, or exposure to the products. Buyer agrees to comply with instruction and
information, if any furnished by NOAH relating to the use of the products and not misuse the products in
any manner. If the products purchased from NOAH are to be repackaged, relabeled or used as starting
materials or components of other products, Buyer will verify Noah’s analysis and assay of the products.
Buyer agrees to indemnify and hold NOAH harmless from and against any and all losses, damages and
expenses (including attorney’s fees and other costs of defending any action) that NOAH may sustain or
incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort or other theory,
by Buyer, its officers, agents or employees, its successors and assigns, and its customers, whether direct or indirect, in connection with the use of NOAH’s products, or by reason of Buyer’s failure to perform
obligations herein contained. Buyer shall notify NOAH within 15 days of Buyer’s receipt of knowledge of
any event, incident, matter or accident involving NOAH’s products resulting in personal injury or damage to
property. Buyer shall fully cooperate with NOAH in the investigation and determination of the cause of such
event, incident, matter or accident, and shall make available to NOAH all reports, statements and test made
by Buyer or made available to Buyer by other.
The furnishings of such information to NOAH and any investigation by NOAH shall not constitute an
assumption of any liability by NOAH.
13. RECEIPT AND ACCEPTANCE –
Immediately upon Buyer’s receipt of any and all goods shipped hereunder, Buyer shall inspect the goods
and shall notify NOAH in writing of any claims for damages, shortages, defects or deviation from
specifications and shall hold the goods for NOAH’s written instructions concerning dispositions. If Buyer
shall fail to so notify NOAH within five (5) days after the goods have been received by Buyer, such goods
shall conclusively be deemed to conform to the terms, conditions and specifications hereof and to have
been irrevocably accepted by the Buyer.