GENERAL

The terms and conditions set forth below shall constitute the sole, complete and exclusive agreement between SELLER and BUYER and shall not be modified or waived except by written agreement by an authorized representative of the SELLER. All other terms, conditions, warranties, acceptances or other communications between SELLER and BUYER are considered null and void to the extent they conflict with the terms and conditions set forth herein.

ACCEPTANCE

All sales are subject to and expressly conditioned upon the terms and conditions contained herein, and upon Buyer's assent thereto. The terms and conditions contained herein will be controlling, and any additional terms and conditions set forth in any acknowledgment, purchase order, or acceptance document provided by buyer are expressly rejected. No variation of these terms and conditions will be binding upon Seller unless agreed to in writing and signed by an officer or other authorized representative of Seller.

DELIVERY

All orders are shipped FOB seller's shipping point. Unless specified otherwise, orders are shipped by the most economical and efficient means available. Shipping charges will be added to the invoice. Buyer may request shipment by freight collect, if desired. Buyer's order may be subject to handling charges. Certain products may be subject to additional charges.

PRICES

PRICES AND PRODUCT DESCRIPTIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE. Prices will be confirmed at the time for telephone orders. In orders received by mail, faxed, or electronic communications, Seller will contact Buyer for approval prior to shipping your order only when the selling price has changed significantly. Any tax imposed by any governmental authority on the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax.

RETURNS

We take great care to ensure that your order is filled and packed accurately. Upon receipt of your order please examine it closely. Contact us immediately if material is missing or damaged. Some materials are not returnable including, but not limited to, custom or special-order materials, leaking or damaged chemicals, items with missing or obliterated labels and opened materials. Returned shipments will not be accepted by Seller unless prior arrangements have been made. If it is necessary to return any materials, contact Seller's Customer Service Department to obtain a return authorization. REQUESTS FOR RETURN AUTHORIZATIONS MUST BE MADE WITHIN 30 DAYS OF BUYER RECEIVING THE MATERIALS. Only items authorized by Seller for return will be accepted. Final disposition of returned goods will be made only after receipt and inspection of goods. Collect shipments will not be accepted unless previously authorized. Hazardous goods must be shipped in compliance with all applicable regulations. Material must be received within 60 days of purchase. Buyer is responsible for all transportation fees related to the returned product. Any returned items may be subject to a 25% processing fee.

TERMS OF PAYMENT

Terms of sale are net 30 days of the date of invoice, unless otherwise stated. Buyer agrees to pay all costs of collection resulting from any default by Buyer in any of the terms hereof. Delinquent accounts will be subject to a service charge on past due amounts of two percent (2%) per month. Payment by credit card may only be used as a prepayment method when placing orders or for past due collections. When a credit card is used to pay monies to satisfy a past due account, Customer will be charged an additional processing fee of 2.5% on the amount charged to the credit card at time of processing.

FORCE MAJEURE

SELLER shall not be liable for its failure to perform hereunder if due to any contingency beyond its reasonable control, including but not limited to acts of God, war, fire, bad weather, flood, accident, labor trouble or shortage, civil disturbance, plant shut down, equipment failure, or voluntary or involuntary compliance with any applicable governmental regulation or order. Seller shall not be liable for its failure to perform hereunder if due to any shortage or inability to obtain (on terms deemed economically and commercially practicable by Seller) any raw material (including energy), equipment or transportation. Any quantities not delivered or accepted because of any such contingency shall be eliminated from the contract. During any period when Seller is unable to supply the contract quantity of the product, whether caused by the circumstances above or otherwise, Seller may allocate any available product among its customers, including its own subsidiaries, divisions and departments, on such basis as Seller deems fair and reasonable.

WARRANTY

Seller makes no representations or warranty of any kind, express or implied with respect to seller's products, whether used alone or in connection with any other substance. Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to products proved to Seller's satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in Seller's sole discretion, upon the return of such products in accordance with Seller's instructions. Seller shall not in any event be liable for incidental, consequential or special damages of any kind resulting from any use or failure of the products. All claims must be brought within one (1) year of shipment, regardless of their nature.

LIMITATION OF LIABILITY

Buyer's exclusive remedy and Seller's exclusive liability under this contract or otherwise (including negligence) shall be for damages which shall in no event exceed so much of the purchase price as is applicable to that portion of the particular shipment with respect to which damages are claimed. In no event shall Seller be liable to Buyer for any incidental or consequential damages arising in connection with this contract or the product sold hereunder. Buyer assumes all risks and liability, and Seller assumes no liability, with respect to storage, handling, sale and use of the product, and the compliance or non-compliance with all federal, provincial and local laws and regulations applicable to the product.

CANCELATION OR CHANGE

Cancellation or change of the order may only be by mutual written agreement, signed by an authorized representative of SELLER and upon payment by BUYER for reasonable cancellation charges. Cancellation charges include, but are not limited to, administrative costs, costs of labor expended and material procured with the purchase.

PARTIAL INVALIDITY

If any provision herein or portion thereof shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision or portion thereof. These terms and conditions shall be construed as if such invalid or unenforceable provision or portion thereof had never been contained herein. Section headings here are for convenience of reference only and shall not affect the construction or interpretation of these terms and conditions.

WAIVER

Waiver by SELLER or BUYER of breach of any of the provisions herein shall not be construed as a waiver of any other breach of any other provision contained herein.

GOVERNING LAW

This Agreement is made pursuant to, and shall be construed and enforced exclusively in accordance with, the internal laws of the Province of Ontario (and Canadian federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.

USE

The information included on our website and product catalogs has been obtained from normally reliable and dependable sources and is correct to the best of Seller's knowledge; however, Seller does not make any guarantee of such information. PRODUCTS ARE OFFERED FOR LABORATORY USE ONLY AND BUYER REPRESENTS AND WARRANTS THAT THE PRODUCTS WILL NOT BE USED FOR ANY OTHER PURPOSE OR ANY PURPOSE WHATSOEVER THAT VIOLATES ANY LAW OR REGULATION. Products are NOT intended for use as drugs, food additives, cosmetic, household chemicals, or other inappropriate applications. Seller does not warrant that Buyer's use of a product sold will not infringe any Canadian, United States or other patents.