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 1. Fisher Scientific
 2. Terms & Conditions
 3. Sales Terms & Conditions


TERMS AND CONDITIONS OF SALE

Effective: October 08, 2021 | Prior Versions

UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE
FOLLOWING TERMS AND CONDITIONS:


1. GENERAL

Fisher Scientific Company L.L.C. ("Seller") hereby offers for sale to the buyer
named in the order ("Buyer") the products listed on the face thereof (the
"Products") on the express condition that Buyer agrees to accept and be bound by
the terms and conditions set forth herein. Any provisions contained in any
document issued by Buyer are expressly rejected and if the terms and conditions
in this Agreement differ from the terms of Buyer's offer, this document shall be
construed as a counter offer and shall not be effective as an acceptance of
Buyer's document. Buyer's receipt of Products or Seller's commencement of the
services provided hereunder will constitute Buyer's acceptance of this
Agreement. This is the complete and exclusive statement of the contract between
Seller and Buyer with respect to Buyer's purchase of the Products. No waiver,
consent, modification, amendment or change of the terms contained herein shall
be binding on Seller unless in writing and signed by Seller and Buyer.
Notwithstanding the foregoing, Seller reserves the right to make changes to
these Terms and Conditions of Sale at any time by posting such changes here, and
such changes shall apply to orders of Products made by Buyer thereafter.
Seller's failure to object to terms contained in any subsequent communication
from Buyer will not be a waiver or modification of the terms set forth herein.
All orders are subject to acceptance in writing by an authorized representative
of Seller. Seller reserves the right to reject any order for any reason. By
purchasing products from Seller, Buyer agrees that it is purchasing the Products
only for its own use and not for purposes of resale. Products purchased pursuant
to these Terms and Conditions may not be sold or transferred to any person or
entity for purposes of resale. Seller reserves the right to take any action it
deems necessary to address Buyer’s violation of these terms, including, but not
limited to, the suspension of Buyer’s ability to purchase Products.


2. PRICE

All prices published by Seller or quoted by Seller's representatives may be
changed at any time without notice. All prices quoted by Seller or Seller's
representatives are valid for thirty (30) days, unless otherwise stated in
writing. All prices for the Products will be as specified by Seller or, if no
price has been specified or quoted, will be Seller's price in effect at the time
of shipment. All prices are subject to adjustment on account of specifications,
quantities, raw materials, cost of production, shipment arrangements or other
terms or conditions which are not part of Seller's original price quotation.
List prices may vary from the price displayed on the website for certain
products. View a complete list of these products.


3. TAXES AND OTHER CHARGES

Prices for the Products exclude all sales, value added and other taxes and
duties imposed with respect to the sale, delivery, or use of any Products
covered hereby, all of which taxes and duties must be paid by Buyer. If Buyer
claims any exemption, Buyer must provide a valid, signed certificate or letter
of exemption for each respective jurisdiction.


4. TERMS OF PAYMENT

Seller may invoice Buyer upon shipment for the price and all other charges
payable by Buyer in accordance with the terms on the face hereof. If no payment
terms are stated on the face hereof, payment shall be net thirty (30) days from
the date of invoice. If Buyer fails to pay any amounts when due, Buyer shall pay
Seller interest thereon at a periodic rate of one and one-half percent (1.5%)
per month (or, if lower, the highest rate permitted by law), together with all
costs and expenses (including without limitation reasonable attorneys' fees and
disbursements and court costs) incurred by Seller in collecting such overdue
amounts or otherwise enforcing Seller's rights hereunder. Seller reserves the
right to require from Buyer full or partial payment in advance, or other
security that is satisfactory to Seller, at any time that Seller believes in
good faith that Buyer's financial condition does not justify the terms of
payment specified. All payments shall be made in U.S. Dollars.


5. DELIVERY; CANCELLATION OR CHANGES BY BUYER

The Products will be shipped to the destination specified by Buyer, F.O.B.
Seller's shipping point. Seller will have the right, at its election, to make
partial shipments of the Products and to invoice each shipment separately.
Seller reserves the right to stop delivery of Products in transit and to
withhold shipments in whole or in part if Buyer fails to make any payment to
Seller when due or otherwise fails to perform its obligations hereunder. All
shipping dates are approximate only, and Seller will not be liable for any loss
or damage resulting from any delay in delivery or failure to deliver which is
due to any cause beyond Seller's reasonable control. In the event of a delay due
to any cause beyond Seller's reasonable control, Seller reserves the right to
terminate the order or any part of the order so affected, or to reschedule
shipment within a reasonable period of time, and Buyer will not be entitled to
refuse delivery or otherwise be relieved of any obligations as the result of
such delay. Products as to which delivery is delayed due to any cause within
Buyer's control may be placed in storage by Seller at Buyer's risk and expense
and for Buyer's account. Orders in process may be canceled by Buyer only with
Seller's written consent and upon payment of Seller's cancellation charges.
Orders in process may not be changed by Buyer except with Seller's written
consent and upon agreement by the parties as to an appropriate adjustment in the
purchase price therefore. Credit will not be allowed for Products returned
without the prior written consent of Seller.


6. TITLE AND RISK OF LOSS

Notwithstanding the trade terms indicated above and subject to Seller's right to
stop delivery of Products in transit, title to and risk of loss of the Products
will pass to Buyer upon delivery of possession of the Products by Seller to the
carrier; provided, however, that title to any software incorporated within or
forming a part of the Products shall at all times remain with Seller or the
licensor(s) thereof, as the case may be.


7. WARRANTY

Seller warrants that the Products will operate or perform substantially in
conformance with Seller's published specifications and be free from defects in
material and workmanship, when subjected to normal, proper and intended storage
and usage by properly trained personnel, for the duration of the manufacturer’s
warranty period set forth in the product documentation, published specifications
or package inserts. If a manufacturer’s warranty period is not specified in the
product documentation, published specifications or package inserts, the warranty
period shall be one (1) year from the date of shipment to Buyer for equipment,
and the earlier of any stated expiry dates or ninety (90) days for all other
products (the "Warranty Period"). In the case of laboratory chemical products,
retest dates on Products have no effect on the warranty period. Seller agrees
during the Warranty Period, to repair or replace, at Seller's option, defective
Products so as to cause the same to operate in substantial conformance with said
published specifications; provided that Buyer shall (a) promptly notify Seller
in writing upon the discovery of any defect, which notice shall include the
product model and serial number (if applicable) and details of the warranty
claim; and (b) after Seller's review, Seller will provide Buyer with service
data and/or a Return Material Authorization ("RMA"), which may include biohazard
decontamination procedures and other product-specific handling instructions,
then, if applicable, Buyer may return the defective Products to Seller with all
costs prepaid by Buyer. Replacement parts may be new or refurbished, at the
election of Seller. All replaced parts shall become the property of Seller.
Shipment to Buyer of repaired or replacement Products shall be made in
accordance with the Delivery provisions of the Seller's Terms and Conditions of
Sale. Consumables are expressly excluded from this warranty. If Seller elects to
repair defective medical device instruments, Seller may, in its sole discretion,
provide a replacement loaner instrument to Buyer as necessary for use while the
instruments are being repaired.

Notwithstanding the foregoing, Products supplied by Seller that are obtained by
Seller from an original manufacturer or third-party supplier are not warranted
by Seller and Seller disclaims all warranties associated with the accuracy of
any original manufacturer or third-party supplier Product information, but
Seller agrees to assign to Buyer any warranty rights in such Product that Seller
may have from the original manufacturer or third-party supplier, to the extent
such assignment is allowed by such original manufacturer or third-party
supplier.

In no event shall Seller have any obligation to make repairs, replacements or
corrections required, in whole or in part, as the result of (i) normal wear and
tear, (ii) accident, disaster or event of force majeure, (iii) misuse, fault or
negligence of or by Buyer, (iv) use of the Products in a manner for which they
were not designed, (v) causes external to the Products such as, but not limited
to, power failure or electrical power surges, (vi) improper storage and handling
of the Products or (vii) use of the Products in combination with equipment or
software not supplied by Seller. If Seller determines that Products for which
Buyer has requested warranty services are not covered by the warranty hereunder,
Buyer shall pay or reimburse Seller for all costs of investigating and
responding to such request at Seller's then prevailing time and materials rates.
If Seller provides repair services or replacement parts that are not covered by
this warranty, Buyer shall pay Seller therefor at Seller's then prevailing time
and materials rates. ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION
OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY
PERSON OR ENTITY OTHER THAN SELLER WITHOUT SELLER'S PRIOR WRITTEN APPROVAL, OR
ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY SELLER, SHALL IMMEDIATELY VOID AND
CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS.

THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT TO REPAIR OR REPLACE A
DEFECTIVE PRODUCT SHALL BE THE SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE
PRODUCT. EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY STATEMENT, SELLER
DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER DOES
NOT WARRANT THAT THE PRODUCTS ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR
RESULT.


8. INDEMNIFICATION BY SELLER

By Seller

> Seller agrees to indemnify, defend and save Buyer, its officer, directors, and
> employees from and against any and all damages, liabilities, actions, causes
> of action, suits, claims, demands, losses, costs and expenses (including
> without limitation reasonable attorney's fees) ("Indemnified Items") for (i)
> injury to or death of persons or damage to property to the extent caused by
> the negligence or willful misconduct of Seller, its employees, agents or
> representatives or contractors in connection with the performance of services
> at Buyer's premises under this Agreement and (ii) claims that a Product
> infringes any valid United States patent, copyright or trade secret; provided,
> however, Seller shall have no liability under this Section to the extent any
> such Indemnified Items are caused by either (i) the negligence or willful
> misconduct of Buyer, its employees, agents or representatives or contractors,
> (ii) by any third party, (iii) use of a Product in combination with equipment
> or software not supplied by Seller where the Product would not itself be
> infringing, (iv) compliance with Buyer's designs, specifications or
> instructions, (v) use of the Product in an application or environment for
> which it was not designed or (vi) modifications of the Product by anyone other
> than Seller without Seller's prior written approval. Buyer shall provide
> Seller prompt written notice of any third-party claim covered by Seller's
> indemnification obligations hereunder. Seller shall have the right to assume
> exclusive control of the defense of such claim or, at the option of the
> Seller, to settle the same. Buyer agrees to cooperate reasonably with Seller
> in connection with the performance by Seller of its obligations in this
> Section.
> 
> Notwithstanding the above, Seller's infringement related indemnification
> obligations shall be extinguished and relieved if Seller, at its discretion
> and at its own expense (a) procures for Buyer the right, at no additional
> expense to Buyer, to continue using the Product; (b) replaces or modifies the
> Product so that it becomes non-infringing, provided the modification or
> replacement does not adversely affect the specifications of the Product; or
> (c) in the event (a) and (b) are not practical, refund to Buyer the amortized
> amounts paid by Buyer with respect thereto, based on a five (5) year
> amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S
> ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN.

By Buyer

> Buyer shall indemnify, defend with competent and experienced counsel and hold
> harmless Seller, its parent, subsidiaries, affiliates and divisions, and their
> respective officers, directors, shareholders and employees, from and against
> any and all damages, liabilities, actions, causes of action, suits, claims,
> demands, losses, costs and expenses (including without limitation reasonable
> attorneys' fees and disbursements and court costs) to the extent arising from
> or in connection with (i) the negligence or willful misconduct of Buyer, its
> agents, employees, representatives or contractors; (ii) use of a Product in
> combination with equipment or software not supplied by Seller where the
> Product itself would not be infringing; (iii) Seller's compliance with
> designs, specifications or instructions supplied to Seller by Buyer; (iv) use
> of a Product in an application or environment for which it was not designed;
> or (v) modifications of a Product by anyone other than Seller without Seller's
> prior written approval.


9. SOFTWARE

With respect to any software products incorporated in or forming a part of the
Products hereunder, Seller and Buyer intend and agree that such software
products are being licensed and not sold, and that the words "purchase", "sell"
or similar or derivative words are understood and agreed to mean "license", and
that the word "Buyer" or similar or derivative words are understood and agreed
to mean "licensee". Notwithstanding anything to the contrary contained herein,
Seller or its licensor, as the case may be, retains all rights and interest in
software products provided hereunder.

Seller hereby grants to Buyer a royalty-free, non-exclusive, nontransferable
license, without power to sublicense, to use software provided hereunder solely
for Buyer's own internal business purposes on the hardware products provided
hereunder and to use the related documentation solely for Buyer's own internal
business purposes. This license terminates when Buyer's lawful possession of the
hardware products provided hereunder ceases, unless earlier terminated as
provided herein. Buyer agrees to hold in confidence and not to sell, transfer,
license, loan or otherwise make available in any form to third parties the
software products and related documentation provided hereunder. Buyer may not
disassemble, decompile or reverse engineer, copy, modify, enhance or otherwise
change or supplement the software products provided hereunder without Seller's
prior written consent. Seller will be entitled to terminate this license if
Buyer fails to comply with any term or condition herein. Buyer agrees, upon
termination of this license, immediately to return to Seller all software
products and related documentation provided hereunder and all copies and
portions thereof.

Certain of the software products provided by Seller may be owned by one or more
third parties and licensed to Seller. Accordingly, Seller and Buyer agree that
such third parties retain ownership of and title to such software products. The
warranty and indemnification provisions set forth herein shall not apply to
software products owned by third parties and provided hereunder.


10. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF
SELLER UNDER THESE TERMS AND CONDITIONS (WHETHER BY REASON OF BREACH OF
CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE, BUT EXCLUDING LIABILITY OF SELLER
FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH SHALL BE AS PROVIDED UNDER
SECTION 7 ABOVE)) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LESSER OF (A) THE
TOTAL PURCHASE PRICE THERETOFORE PAID BY BUYER TO SELLER WITH RESPECT TO THE
PRODUCT(S) GIVING RISE TO SUCH LIABILITY OR (B) ONE MILLION DOLLARS
($1,000,000). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO
EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR
INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF
FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS
OF GOODWILL), REGARDLESS OF WHETHER SELLER (a) HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES OR (b) IS NEGLIGENT.


11. EXPORT RESTRICTIONS

Buyer acknowledges that each Product and any related software and technology,
including technical information supplied by Seller or contained in documents
(collectively "Items"), is subject to export controls of the U.S. government.
The export controls may include, but are not limited to, those of the Export
Administration Regulations of the U.S. Department of Commerce (the "EAR"), which
may restrict or require licenses for the export of Items from the United States
and their re-export from other countries. Buyer shall comply with the EAR and
all other applicable laws, regulations, laws, treaties, and agreements relating
to the export, re-export, and import of any Item. Buyer shall not, without first
obtaining the required license to do so from the appropriate U.S. government
agency; (i) export or re-export any Item, or (ii) export, re-export, distribute
or supply any Item to any restricted or embargoed country or to a person or
entity whose privilege to participate in exports has been denied or restricted
by the U.S. government. Buyer shall cooperate fully with Seller in any official
or unofficial audit or inspection related to applicable export or import control
laws or regulations, and shall indemnify and hold Seller harmless from, or in
connection with, any violation of this Section by Buyer or its employees,
consultants, agents, or customers.


12. AUTHORIZED USE OF PRODUCTS

Products sold by Seller are intended solely for the use(s) specified by the
manufacturer and are not to be used for any other purposes including, but not
limited to, unauthorized commercial purposes. Buyer warrants and represents that
it will properly test, use, qualify, and/or validate each Product for intended
use, and, to the extent authorized, manufacture and market any final articles
made from Seller’s Products in accordance with the practices of a reasonable
person who is an expert in the field, and in strict compliance with all
applicable national, state and local laws and regulations. Buyer acknowledges
and understands that the purchase of Products only conveys to Buyer the
non-transferable right for only the Buyer to use the Products purchased in
compliance with the applicable manufacturer's Published Restricted User
Statement, Limited User Statement, Limited License, if any. All such statements
or licenses are incorporated by reference herein and in any Order as if set
forth therein in their entirety. Buyer is solely responsible for conducting any
research necessary to learn the hazards involved for any of its intended uses of
the Products purchased from Seller and to properly warn its customers, employees
and other personnel who may be exposed to such Products of any risks involved in
using or handling the Products.


13. MISCELLANEOUS

(a) Buyer may not delegate any duties nor assign any rights or claims hereunder
without Seller's prior written consent, and any such attempted delegation or
assignment shall be void. (b) The rights and obligations of the parties
hereunder shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without reference to its choice of law provisions.
Each party hereby irrevocably consents to the exclusive jurisdiction of the
state and federal courts located in Allegheny County, Pennsylvania, USA, in any
action arising out of or relating to this Agreement and waives any other venue
to which it may be entitled by domicile or otherwise. (c) In the event of any
legal proceeding between the Seller and Buyer relating to this Agreement,
neither party may claim the right to a trial by jury, and both parties waive any
right they may have under applicable law or otherwise to a right to a trial by
jury. Any action arising under this Agreement must be brought within one (1)
year from the date that the cause of action arose. (d) The application to this
Agreement of the U.N. Convention on Contracts for the International Sale of
Goods is hereby expressly excluded. (e) In the event that any one or more
provisions contained herein shall be held by a court of competent jurisdiction
to be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall remain in
full force and effect, unless the revision materially changes the bargain. (f)
Seller's failure to enforce, or Seller's waiver of a breach of, any provision
contained herein shall not constitute a waiver of any other breach or of such
provision. (g) Unless otherwise expressly stated on the Product or in the
documentation accompanying the Product, the Product is intended for research
only and is not to be used for any other purpose, including without limitation,
unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in vivo
therapeutic uses, or any type of consumption by or application to humans or
animals. (h) Seller shall cooperate with Buyer to monitor invoicing accuracy and
will conduct appropriate internal reviews upon request. Reviews shall be limited
to once per year and shall cover the prior twelve-month period. Reasonable
credit shall be given to undercharges and overcharges. If Buyer engages external
consultants to review invoice accuracy, Seller reserves the right to charge a
reasonable fee for support provided to such party. (i) Buyer agrees that all
pricing, discounts and technical information that Seller provides to Buyer are
the confidential and proprietary information of Seller. Buyer agrees to (1) keep
such information confidential and not disclose such information to any third
party, and (2) use such information solely for Buyer's internal purposes and in
connection with the Products supplied hereunder. Nothing herein shall restrict
the use of information available to the general public. (j) Any notice or
communication required or permitted hereunder shall be in writing and shall be
deemed received when personally delivered or three (3) business days after being
sent by certified mail, postage prepaid, to a party at the address specified
herein or at such other address as either party may from time to time designate
to the other. (k) Seller may, in its sole discretion, provide (1) applicable
Product training to Buyer or its employees, or (2) samples of Products to Buyer
for distribution to patients of Buyer. Buyer agrees that any such samples shall
be distributed to patients for patient use or, if not so distributed, returned
to Seller. Buyer shall not use such samples to provide care to patient and shall
not bill patients or third-party payers for the provision of such samples.


14. ACCEPTABLE PAYMENT METHODS

The Seller prefers to receive payment via ACH or other electronic interface
methods that directly exchange funds between the Buyer's and Seller's bank
accounts. The Seller also accepts checks mailed to one of its lockbox remittance
locations. Although the Seller does accept credit card payments at the time of
purchase, it does not accept credit card payments after the point of sale.


15. MEDICARE/MEDICAID REPORTING REQUIREMENTS

If Buyer is a recipient of Medicare/Medicaid funds, Buyer acknowledges that it
has been informed of and agrees to fully and accurately account for, and report
on its applicable cost report, the total value of any discount, rebate or other
compensation paid hereunder in a way that complies with all applicable federal,
state and local laws and regulations which establish "Safe Harbor" for
discounts. Buyer shall make written request to Seller in the event Buyer
requires additional information from Seller in order to meet its reporting
requirements. Buyer acknowledges that agreement to such reporting requirement
was a condition precedent to Seller's agreement to provide Products and that
Seller would not have entered into this Agreement had Buyer not agreed to comply
with such obligations.


16. THIRD-PARTY AGENTS

Buyer shall not appoint or engage third-party agents to purchase Products from
Seller or otherwise engage with Seller on Buyer’s behalf without obtaining the
prior written consent of Seller, and Buyer shall not allow any individual other
than the Buyer employee assigned to a user ID and password to utilize such user
ID and password to access Seller’s punchout catalog. Buyer shall be responsible
for all eCommerce or other fees required by the agent.

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Previous versions of Fisher Scientific Terms and Conditions of Sale, by
effective dates:

 * January 27, 2021 through October 8, 2021
 * April 23, 2020 through January 19, 2021
 * September 9, 2019 through April 23, 2020
 * August 1, 2018 through September 9, 2019
 * June 21, 2017 through August 1, 2018
 * October 15, 2013, through June 21, 2017
 * March 24, 2012, through October 15, 2013
 * July 15, 2011, through March 23, 2012
 * May 20, 2010, through July 14, 2011
 * August 19, 2009, through May 19, 2010



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