Last updated: February 24th, 2023
Please read these terms and conditions carefully before using Our Service.
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 – Buyer may not cancel its order after shipment from NOAH’s factory or warehouse. 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.
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.
Any order for products by Buyer shall constitute a representation that Buyer is solvent. If in the judgment of 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.
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Website Terms and Conditions
ACKNOWLEDGMENT
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
PLACING ORDERS FOR GOODS
By placing an Order for Goods through the Service, You warrant that You are legally capable of entering into binding contracts.
YOUR INFORMATION
If You wish to place an Order for Goods available on the Service, You may be asked to supply certain information relevant to Your Order including, without limitation, Your name, Your email, Your phone number, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.
AVAILABILITY, ERROS, AND INACCURACIES
We are constantly updating Our offerings of Goods on the Service. The Goods available on Our Service may be mispriced, described inaccurately, or unavailable, and We may experience delays in updating information regarding our Goods on the Service and in Our advertising on other websites.
We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
SUBSCRIPTION PERIOD
The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.
At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.
SUBSCRIPTION CANCELLATIONS
You may cancel Your Subscription renewal either through Your Account settings page or by contacting the Company. You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.
REFUNDS
Any Promotions made available through the Service may be governed by rules that are separate from these Terms.
INTELLECTUAL PROPERTY
The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.
The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
LINKS TO OTHER WEBSITES
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
TERMINATION
We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately.
LIMITATION OF LIABILITY
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.
“AS IS” and “AS AVAILABLE” Disclaimer
The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
GOVERNING LAW
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
DISPUTES RESOLTUIONS
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
FOR EUROPEAN UNION (EU) USERS
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
UNITED STATES FEDERAL GOVERNMENT END USE PROVISIONS
If You are a U.S. federal government end user, our Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101.
UNITED STATES LEGAL COMPLIANCE
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
TRANSLATION INTERPRETATION
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
CHANGES TO THESE TERMS AND CONDITIONS
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
