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US Terms & Conditions of Sale

Version 3 (05/20/2015)

Terms and Conditions of Sale to End Users and Non-appointed Distributors of Sigma-Aldrich, Inc. (hereinafter “Sigma-Aldrich”)

  Contents
  1. Acceptance of Terms
2. Changes
3. Delivery, claims
4. Delays
5. Security Interest in Unsold Inventory
6. Allocation of Products
7. Payment and Interest
8. Taxes and other charges
9. Pricing
10. Price Changes
11. Warranties
12. Your Use of Products
13. Resale, Distribution and Export Prohibited
14. Patent disclaimer
15. Returns
16. Technical Assistance
17. Miscellaneous
18. Governing Law, Disputes
19. Indemnity and Insurance
  1. Acceptance of Terms — By purchasing and accepting delivery of products supplied by Sigma-Aldrich (“Products”) you agree to be bound by these terms and conditions (the “Terms and Conditions”).  Terms or conditions contained in any order form or other document submitted by you which are inconsistent with, or in addition to, these Terms and Conditions are rejected, objected to and shall be deemed void and of no force or effect.

  2. Changes — Once submitted, any change(s) to your order(s) may be made only with advance written approval of Sigma-Aldrich and such changes may require different terms, including a change in the price and/or time of delivery.  Once submitted, you may not cancel any order unless cancellation is expressly approved by Sigma-Aldrich in writing, which approval may be contingent on your payment of Sigma-Aldrich’s costs or other charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Sigma-Aldrich by its suppliers, and any other costs resulting from cancellation.  A verified bill of costs issued by an officer or other authorized representative of Sigma-Aldrich shall be conclusive as to the amount of such costs.  Sigma-Aldrich reserves the right to cancel any order, in whole or in part, upon your breach of these terms and conditions or your bankruptcy, insolvency, dissolution, receivership proceedings, or upon the occurrence of any event leading Sigma-Aldrich to reasonably question your willingness or ability to perform.

  3. Delivery, claims — All sales will be delivered Ex Works Sigma-Aldrich's shipping point unless otherwise noted.  If shipping and handling charges are quoted or invoiced, they will include charges in addition to actual freight costs.  Delivery of Products to the carrier at Sigma-Aldrich's shipping point shall constitute delivery to you and you shall bear all risk of loss or damage in transit.  The general method of shipment for each item is listed in Sigma-Aldrich's product directory.  However, Sigma-Aldrich reserves the right, in its sole discretion, to determine the exact method of shipment for any particular shipment.  Sigma-Aldrich 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 you of your obligations to accept remaining deliveries.  Immediately upon your receipt of any Products shipped hereunder, you shall inspect the same and shall notify Sigma-Aldrich in writing of any claims for shortages, defects or damages and shall hold Products for Sigma-Aldrich's written instructions concerning disposition.  If you fail to so notify Sigma-Aldrich within five days after the Products have been received by you, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the you.

  4. Delays — Any specified delivery dates are estimates only and do not represent a promise by Sigma-Aldrich to deliver Products at a date certain.  Sigma-Aldrich 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 Sigma-Aldrich's reasonable control, including, without limitation, unsuccessful reactions, act(s) of you, embargo or other governmental act, regulation or request affecting the conduct of Sigma-Aldrich's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.  If any such event continues for longer than 180 days, either party may terminate your order and you will pay Sigma-Aldrich for work performed prior to termination and all reasonable expenses incurred by Sigma-Aldrich as a result of termination.  In the event of delays in delivery or performance caused by force majeure or by you, the date of delivery or performance shall be extended by the period of time Sigma-Aldrich is actually delayed or as mutually agreed.  If, for reasons other than the foregoing, Sigma-Aldrich should default or delay or not deliver Products, your sole remedy against Sigma-Aldrich is an option to cancel your purchase order, through prior written notice to Sigma-Aldrich.

  5. Security Interest in Unsold Inventory — To secure your obligation to pay Sigma-Aldrich for the purchase of products, you grant to Sigma-Aldrich a purchase money security interest in all products purchased from Sigma-Aldrich, and in all proceeds thereof.  You agree to execute UCC Financing Statements and such other documents as may be necessary from time to time and to otherwise assist Sigma-Aldrich in perfecting its security interest, if requested.

  6. Allocation of Products — If Sigma-Aldrich is unable for any reason to supply the total demands for Products specified in your order, Sigma-Aldrich may allocate its viable supply among any or all customers (including Sigma-Aldrich’s distributors) on such basis as Sigma-Aldrich may deem fair and practical, without liability for any failure of performance which may result therefrom.

  7. Payment and Interest — Unless otherwise stated, payment in full shall be made within 30 days of invoice.  Sigma-Aldrich reserves the right to require an advanced deposit of up to 100% of the purchase price at the time of order or any time prior to delivery as a condition of performance.  If for any reason Sigma-Aldrich, in its sole and unfettered discretion, deems the ultimate collectability of the purchase price to be in doubt, Sigma-Aldrich may, without notice to you, delay or postpone the delivery of the Products and may, at its option, change the terms of payment to payment in full or in part in advance, with respect to the entire undelivered balance of Products.  In the event of default by you in the payment of the purchase price or otherwise, Sigma-Aldrich, at its option, without prejudice to any other of Sigma-Aldrich's lawful remedies, may defer delivery, cancel your order and any other order of you, or sell any undelivered products on hand for the account of you and apply such proceeds as a credit, without set-off or deduction of any kind, against the agreed upon purchase price, and you agree to pay the balance then due to Sigma-Aldrich on demand. You agree to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by you in any of the terms hereof.  Invoices remaining unpaid after their due date will be subject to an interest charge of 1.5% per month (or the maximum rate allowed by law).  You must pay all costs of collection on unpaid amounts, including (without limitation) attorneys’ fees and related costs.

  8. Taxes and other charges — Sigma-Aldrich shall not be responsible for the payment of any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between, with the sole exception of any sales taxes invoiced and collected from you by Sigma-Aldrich.  All other such charges (if any) must be paid by you separately and in addition to the prices quoted or invoiced.  In the event Sigma-Aldrich is required to pay any such tax, fee or charge, you shall reimburse Sigma-Aldrich therefore; or, in lieu of such payment, you shall provide Sigma-Aldrich at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

  9. Pricing — Any quotation provided by Sigma-Aldrich is firm only if you place a corresponding order within the time specified on the quote or, if no time period is mentioned, within 30 days.  You must request shipment of the entire quantity of Products ordered within 6 months from the date of order, otherwise, Sigma-Aldrich’s standard prices at time of shipment may apply, at Sigma-Aldrich’s option, to future deliveries. 

  10. Price Changes — Shipment will be made promptly even if prices have been nominally increased. Price changes will be automatically applied to your invoice.  Notwithstanding any price quotation or prices listed by Sigma-Aldrich, if at any time prior to delivery Sigma-Aldrich’s costs of materials have increased by 10% or more, then Sigma-Aldrich may cancel any accepted but undelivered orders or condition the continuance of any order on your agreement to a corresponding increase in price.

  11. Warranties — Sigma-Aldrich warrants that its products shall, at the time of delivery, conform to the description of such products as provided to you by Sigma-Aldrich through Sigma-Aldrich's product directory, analytical data or other then-current literature.  THIS WARRANTY IS EXCLUSIVE, AND SIGMA-ALDRICH MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS.  Sigma-Aldrich's warranties made in connection with this sale shall not be effective if Sigma-Aldrich has determined, in its sole discretion, that you have misused the Products in any manner, have failed to use the Products in accordance with industry standards and practices, or have failed to use the Products in accordance with instructions, if any, furnished by Sigma-Aldrich.  SIGMA-ALDRICH'S SOLE AND EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO SIGMA-ALDRICH’S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN SIGMA-ALDRICH'S SOLE DISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH SIGMA-ALDRICH'S INSTRUCTIONS.  SIGMA-ALDRICH 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, EVEN IF SIGMA-ALDRICH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, COST OF CAPITAL, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, ANY LIABILITY OF BUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SIGMA-ALDRICH’S GROSS NEGLIGENCE.  THE EXCLUSION OF SUCH DAMAGES AND/OR CLAIMS SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY ARISING FROM THE PURCHASE AND/OR THESE TERMS AND CONDITIONS.  SIGMA-ALDRICH’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO CASE EXCEED THE CONTRACT PRICE FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE BREACH.  THESE EXCLUSIONS AND LIMITATIONS ON DAMAGES SHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY.  ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF SHIPMENT, REGARDLESS OF THEIR NATURE.

  12. Your Use of Products — Sigma-Aldrich's Products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in Sigma-Aldrich's product directory or in other literature furnished to you, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes.  You acknowledge that the Products have not been tested by Sigma-Aldrich for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in Sigma-Aldrich's literature furnished to you.  You expressly represent and warrant to Sigma-Aldrich that you will properly test, use, manufacture and market any Products purchased from Sigma-Aldrich and/or materials produced with Products purchased from Sigma-Aldrich in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted.  You further warrant to Sigma-Aldrich that any material produced with Products from Sigma-Aldrich shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be materials which may not, under Sections 404, 505, or 512 of the Act, be introduced into interstate commerce.

    You realize that, since Sigma-Aldrich's Products are, unless otherwise stated, intended primarily for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory.  You assume responsibility to assure that the Products purchased from Sigma-Aldrich are approved for use under TSCA, if applicable.  You have the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from Sigma-Aldrich.  You also assume the duty to warn your employees, those associated with you and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products.  You agree to comply with instructions, if any, furnished by Sigma-Aldrich relating to the use of the Products and not misuse the Products in any manner.  If the Products purchased from Sigma-Aldrich are to be repackaged, relabeled or used as starting material or components of other products, you agree that you will verify Sigma-Aldrich's assay of the Products.  No Products purchased from Sigma-Aldrich shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.

  13. Resale, Distribution and Export Prohibited — You warrant to Sigma-Aldrich that you will use the Products directly and as permitted by Section 12 above, and you further agree that the Products may not be marketed, distributed, resold or exported by you for any purpose.

  14. Patent disclaimer — Sigma-Aldrich does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.

  15. Returns — Products may not be returned for credit except with Sigma-Aldrich's permission, and then only in strict compliance with Sigma-Aldrich's return shipment instructions.  You must obtain advance written authorization from Sigma-Aldrich and a written return authorization document in the form then in use by Sigma-Aldrich, prior to returning any Products.  Certain items and quantities may not be returned for credit or under any circumstances.  These items include, but are not limited to: diagnostic reagents, refrigerated or frozen products; reagents and standards which have passed their expiration dates; custom products or special orders; products missing labels, parts, or instruction manuals; and books, computer software and equipment removed from their original packaging.  Any returned items may be subject to a 20% processing fee and must be returned within 90 days of purchase.

  16. Technical Assistance — At your request, Sigma-Aldrich may, in Sigma-Aldrich's sole and absolute discretion, furnish technical assistance and information with respect to Sigma-Aldrich's Products.  SIGMA-ALDRICH MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY SIGMA-ALDRICH OR ITS PERSONNEL.  ANY SUGGESTIONS BY SIGMA-ALDRICH REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SIGMA-ALDRICH.

  17. Miscellaneous — Sigma-Aldrich's failure to strictly enforce any particular term or condition contained herein or to exercise any right with respect to your order shall not constitute a waiver of Sigma-Aldrich's right to strictly enforce such terms or conditions or exercise such right thereafter.  All rights and remedies are cumulative and are in addition to any other rights and remedies Sigma-Aldrich may have at law or in equity.  Any waiver of a default by you shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter.  If any of these terms shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.  The section headings herein are for convenience only; they form no part of the Terms and Conditions and shall not affect their interpretation.  These Terms and Conditions shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.

  18. Governing Law, Disputes — All disputes allegedly arising from the legality, interpretation, application, or performance of your order, the Products or any of these Terms and Conditions shall be governed by the laws of the State of Missouri including its conflict of laws principles.  Each party agrees that any dispute arising between them which results in either party instituting court proceedings shall be litigated in the Federal District Court for the Eastern District of Missouri if a basis for federal court jurisdiction is present and otherwise in the Circuit Court for the City of St. Louis.  Notwithstanding the foregoing, nothing in this section shall prevent Sigma-Aldrich from bringing a claim in any court having jurisdiction over you to enjoin infringement of Sigma-Aldrich’s trademark, patent or other intellectual property rights, or to prevent irreparable harm to Sigma-Aldrich.  The parties agree to waive, to the fullest extent permitted by law, any and all rights to a trial by jury in connection with any dispute.

  19. Indemnity and Insurance — You shall indemnify and hold Sigma-Aldrich, its corporate affiliates, agents, employees and representatives harmless from and against any and all claims, damages, losses, costs or expenses (including attorney’s fees) resulting from your (a) sale or use of the Products, (b) breach of the provisions and representations contained in the Terms and Conditions or (c) negligence, recklessness or misconduct. You shall maintain: workers' compensation insurance with statutory limits; (ii) employers' liability insurance for bodily injury with limits of at least $1,000,000 per occurrence or as required by law; and (iii) comprehensive general liability insurance for death, bodily injury and property damage, including products liability coverage, with limits of at least $5,000,000 per occurrence or as required by law. Upon Sigma-Aldrich’s request, you will provide Sigma-Aldrich with certificates of insurance evidencing such coverage naming Sigma-Aldrich as an additional insured.

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  1. Application — Unless otherwise agreed by an authorized distributor and Sigma-Aldrich in writing, these Terms and Conditions shall apply to authorized distributors who have signed an authorized distributor agreement (the “Authorized Distributor Agreement”, together with these Terms and Conditions hereinafter referred to as the “Agreement”) with Sigma-Aldrich (the authorized distributor with whom Sigma-Aldrich is contracting is hereinafter referred to as the “Distributor”).  In case of conflict between the Authorized Distributor Agreement and these Terms and Conditions, the Authorized Distributor Agreement shall prevail.

  2. Distributor Responsibility to Provide Correct Information — During the Term, the Distributor agrees to provide correct information on all purchase orders of Sigma-Aldrich products, including complete product numbers, options, quantities and any special instructions.  The Distributor assumes sole and absolute liability for any failure, by the Distributor, to provide complete and accurate information when ordering products.

  3. Acceptance All sales of Sigma-Aldrich’s products (“Products”) are subject to and expressly conditioned upon the terms and conditions contained herein (the “Terms and Conditions”), and upon Distributor's assent thereto.  No variation of these Terms and Conditions will be binding upon Sigma-Aldrich unless agreed to in writing and signed by an officer or other authorized representative of Sigma-Aldrich.  Terms or conditions contained in any purchase order form which Distributor uses to order Products or related services from Sigma-Aldrich or in any other document submitted by the Distributor in connection with the purchase of the Products which are inconsistent with, or in addition to, these Terms and Conditions are rejected, objected to and shall be deemed void and of no force or effect.

  4. Changes — Orders arising hereunder may be changed or amended only by written agreement signed by an officer or other authorized representative of both Distributor and Sigma-Aldrich, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery.  Distributor may not cancel this order unless such cancellation is expressly agreed to in writing by Sigma-Aldrich.  In such event, Sigma-Aldrich will advise Distributor of the total charge for such cancellation, and Distributor agrees to pay such charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Sigma-Aldrich by its suppliers, and any other costs resulting from cancellation of this order by Distributor and permitted by Sigma-Aldrich.  A verified bill of costs issued by an officer or other authorized representative of Sigma-Aldrich shall be conclusive as to the amount of such costs.  Sigma-Aldrich may terminate an order by Distributor, in whole or in part, upon Distributor’s breach of these terms and conditions or Distributor’s bankruptcy, insolvency, dissolution, or receivership proceedings, or upon the occurrence of any event leading Sigma-Aldrich to reasonably question Distributor’s willingness or ability to perform.

  5. Delivery, Claims — All sales will be delivered Ex Works Sigma-Aldrich's shipping point unless otherwise noted.  If shipping and handling charges are quoted or invoiced, they will include charges in addition to actual freight costs.  Delivery of Products to the carrier at Sigma-Aldrich's shipping point shall constitute delivery to Distributor and Distributor shall bear all risk of loss or damage in transit.  The general method of shipment for each item is listed in Sigma-Aldrich's product directory.  However, Sigma-Aldrich reserves the right, in its sole discretion, to determine the exact method of shipment.  Sigma-Aldrich 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 Distributor of Distributor's obligations to accept remaining deliveries.  Immediately upon Distributor's receipt of any Products shipped hereunder, Distributor shall inspect the same and shall notify Sigma-Aldrich in writing of any claims for shortages, defects or damages and shall hold Products for Sigma-Aldrich's written instructions concerning disposition.  If Distributor shall fail to so notify Sigma-Aldrich within five days after the Products have been received by Distributor, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Distributor.

  6. Delays — Any specified delivery dates are estimates only and do not represent a promise by Sigma-Aldrich to deliver Products at a date certain.  Sigma-Aldrich 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 Sigma-Aldrich's reasonable control, including, without limitation, unsuccessful reactions, act(s) of Distributor, embargo or other governmental act, regulation or request affecting the conduct of Sigma-Aldrich's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices. If any such event continues for longer than 180 days, either party may terminate Distributor’s order and Distributor will pay Sigma-Aldrich for work performed prior to termination and all reasonable expenses incurred by Sigma-Aldrich as a result of termination.  In the event of delays in delivery or performance caused by force majeure or by Distributor, the date of delivery or performance shall be extended by the period of time Sigma-Aldrich is actually delayed or as mutually agreed.  If, for reasons other than the foregoing, Sigma-Aldrich should default or delay or not deliver Products, Distributor's sole remedy against Sigma-Aldrich is an option to cancel Distributor’s purchase order, through prior written notice to Sigma-Aldrich.

  7. Security Interest in Unsold Inventory — To secure Distributor’s obligation to pay Sigma-Aldrich for the purchase of products, Distributor grants to Sigma-Aldrich a purchase money security interest in all products purchased from Sigma-Aldrich, and in all proceeds thereof.  Distributor agrees to execute UCC Financing Statements and such other documents as may be necessary from time to time and to otherwise assist Sigma-Aldrich in perfecting its security interest, if requested.

  8. Allocation of Products — If Sigma-Aldrich is unable for any reason to supply the total demands for Products specified in Distributor's order, Sigma-Aldrich may allocate its viable supply among any or all Distributors on such basis as Sigma-Aldrich may deem fair and practical, without liability for any failure of performance which may result therefrom.

  9. Payment and Interest — Terms of sale are net 30 days of date of invoice, unless otherwise stated.  If the financial condition of Distributor results in the insecurity of Sigma-Aldrich, in its sole and unfettered discretion, as to the ultimate collectability of the purchase price, Sigma-Aldrich may, without notice to Distributor, delay or postpone the delivery of the products; and Sigma-Aldrich, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance of said products.  In the event of default by Distributor in the payment of the purchase price or otherwise, of this or any other order, Sigma-Aldrich, at its option, without prejudice to any other of Sigma-Aldrich's lawful remedies, may defer delivery, cancel Distributor’s order and any other order of Distributor, or sell any undelivered products on hand for the account of Distributor and apply such proceeds as a credit, without set-off or deduction of any kind, against the agreed upon purchase price, and Distributor agrees to pay the balance then due to Sigma-Aldrich on demand. Distributor agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Distributor in any of the terms hereof.  Invoices remaining unpaid after their due date will be subject to an interest charge of 1.5% per month (or the maximum rate allowed by law).  Distributor will pay all costs of collection on unpaid amounts, including (without limitation) attorneys’ fees and related costs.

  10. Taxes and Other Charges — Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Sigma-Aldrich and Distributor shall be paid by Distributor in addition to the prices quoted or invoiced.  In the event Sigma-Aldrich is required to pay any such tax, fee or charge, Distributor shall reimburse Sigma-Aldrich therefore; or, in lieu of such payment, Distributor shall provide Sigma-Aldrich at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

  11. Pricing — Any quotation provided by Sigma-Aldrich is firm only if Distributor enters an order within the time specified on the quote or, if none is mentioned, within 30 days.  Distributor must request shipment of the entire quantity of Products ordered within 6 months from the date of order, otherwise, Sigma-Aldrich’s standard prices at time of shipment may apply, at Sigma-Aldrich’s option, to future deliveries.  For pricing information regarding quotations outside the US, Distributor should contact the local subsidiary.

  12. Price Changes — Shipment will be made promptly even if prices have been nominally increased.  Price changes will be automatically applied to Distributor’s invoice.  Notwithstanding any price quotation or prices listed by Sigma-Aldrich, if at any time prior to delivery Sigma-Aldrich’s costs of materials have increased by 10% or more, then Sigma-Aldrich may cancel any accepted but undelivered orders or condition the continuance of any order on Distributor’s agreement to a corresponding increase in price.

  13. Warranties — Sigma-Aldrich warrants that its products shall, at the time of delivery, conform to the description of such products as provided to Distributor by Sigma-Aldrich through Sigma-Aldrich's product directory, analytical data or other then-current literature.  THIS WARRANTY IS EXCLUSIVE, AND SIGMA-ALDRICH MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS.  Sigma-Aldrich's warranties made in connection with this sale shall not be effective if Sigma-Aldrich has determined, in its sole discretion, that Distributor has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by Sigma-Aldrich.  SIGMA-ALDRICH'S SOLE AND EXCLUSIVE LIABILITY AND DISTRIBUTOR'S EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO SIGMA-ALDRICH'S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN SIGMA-ALDRICH'S SOLE DISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH SIGMA-ALDRICH'S INSTRUCTIONS.  SIGMA-ALDRICH 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, EVEN IF SIGMA-ALDRICH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, COST OF CAPITAL, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, ANY LIABILITY OF DISTRIBUTOR TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SIGMA-ALDRICH'S GROSS NEGLIGENCE.  THE EXCLUSION OF SUCH DAMAGES AND/OR CLAIMS SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY ARISING FROM THE PURCHASE AND/OR THESE TERMS AND CONDITIONS.  SIGMA-ALDRICH’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO CASE EXCEED THE CONTRACT PRICE FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE BREACH.  THESE EXCLUSIONS AND LIMITATIONS ON DAMAGES SHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY.  ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF SHIPMENT, REGARDLESS OF THEIR NATURE.

  14. Compliance with Laws, Regulations — Sigma-Aldrich certifies that to the best of its knowledge its Products are produced in compliance with applicable requirements of the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards Act of 1970 and regulations, rules and orders issued pursuant thereto.

  15. Distributor's Use of Products Sigma-Aldrich's Products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in Sigma-Aldrich's product directory or in other literature furnished to Distributor, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes.  Distributor acknowledges that the Products have not been tested by Sigma-Aldrich for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in Sigma-Aldrich's literature furnished to Distributor.  Distributor expressly represents and warrants to Sigma-Aldrich that Distributor will properly test, use, manufacture and market any Products purchased from Sigma-Aldrich and/or materials produced with Products purchased from Sigma-Aldrich in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted.  Distributor further warrants to Sigma-Aldrich that any material produced with Products from Sigma-Aldrich shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be materials which may not, under Sections 404, 505, or 512 of the Act, be introduced into interstate commerce.

    Distributor realizes that, since Sigma-Aldrich's Products are, unless otherwise stated, intended primarily for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory.  Distributor assumes responsibility to assure that the Products purchased from Sigma-Aldrich are approved for use under TSCA, if applicable.

    Distributor has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from Sigma-Aldrich.  Distributor also has the duty to warn Distributor's customers, employees, contractors, agents and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products.  Distributor agrees to comply with instructions, if any, furnished by Sigma-Aldrich relating to the use of the Products and not misuse the Products in any manner.  If the Products purchased from Sigma-Aldrich are to be repackaged, relabeled or used as starting material or components of other products, Distributor will verify Sigma-Aldrich's assay of the Products.  No Products purchased from Sigma-Aldrich shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.

  16. Product Modifications/Improvements — Distributor is not authorized to modify Products in any manner, without specific authorization from Sigma-Aldrich.  Notwithstanding the foregoing, Distributor agrees to promptly disclose to Sigma-Aldrich in writing any improvement, concept, design, work of authorship, discovery or idea (whether patentable or not and including those which may be subject to copyright protection) generated, conceived, or reduced to practice by Distributor in connection with the sale of Products (collectively “Improvements”).  Any Improvement to any Products shall be the sole and exclusive property of Sigma-Aldrich and shall be treated as “work made for hire” as defined in the Copyright Act at 17 U.S.C. Section 101.  Distributor hereby assigns to Sigma-Aldrich all rights in the Improvements, including, without limitation, all patent, copyright, trademark and trade secret rights.

  17. Distributor's Representations and Indemnity — Distributor represents and warrants that it shall use all Products ordered herein in accordance with Section 13 “Distributor's Use of Products,” and that any such use of Products will not violate any law or regulation.  Distributor agrees to indemnify and hold harmless Sigma-Aldrich and Sigma-Aldrich’s parents, affiliates, agents, officers, directors, employees and assigns (collectively, “Sigma-Aldrich Parties”) from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that the Sigma-Aldrich Parties, or any of them, may sustain or incur as a result of: (a) any claim against the Sigma-Aldrich Parties based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by Distributor, its officers, agents, employees, successors or assigns, Distributor's customers, end users, auxiliary personnel (such as freight handlers, etc.) or by other third parties, arising out of, directly or indirectly, Sigma-Aldrich's Products or the use thereof; (b) Distributor's failure to perform its obligations contained herein; (c) any claim that Distributor misrepresented its authority or made any contractual commitment not expressly authorized by Sigma-Aldrich; and (d) the payment of any duty, tariff, fee, penalty or cost of any kind arising out of relating Distributor’s shipment or export of Products.  Distributor shall notify Sigma-Aldrich in writing within fifteen (15) days of Distributor's receipt of knowledge of any accident or incident involving Sigma-Aldrich's Products which results in personal injury or damage to property, and Distributor shall fully cooperate with Sigma-Aldrich in the investigation and determination of the cause of such accident and shall make available to Sigma-Aldrich all statements, reports and tests made by Distributor or made available to Distributor by others.  The furnishing of such information to Sigma-Aldrich and any investigation by Sigma-Aldrich of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Sigma-Aldrich.  Sigma-Aldrich shall not be responsible for any settlement or compromise of any third party claim made without Sigma-Aldrich's written consent.

  18. Patent Disclaimer — Sigma-Aldrich does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.

  19. Returns — Products may not be returned for credit except with Sigma-Aldrich's permission, and then only in strict compliance with Sigma-Aldrich's return shipment instructions.  Distributor must obtain advance written authorization from Sigma-Aldrich and a written return authorization document in the form then in use by Sigma-Aldrich, prior to returning any Products.  Certain items and quantities may not be returned for credit or under any circumstances.  These items include, but are not limited to: diagnostic reagents, refrigerated or frozen products; reagents and standards which have passed their expiration dates; custom products or special orders; products missing labels, parts, or instruction manuals; and books, computer software and equipment removed from their original packaging.  Any returned items may be subject to a 20% processing fee and must be returned within 90 days of purchase.

  20. Technical Assistance — At Distributor's request, Sigma-Aldrich may, in Sigma-Aldrich's sole and absolute discretion, furnish technical assistance and information with respect to Sigma-Aldrich's Products.  SIGMA-ALDRICH MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY SIGMA-ALDRICH OR SIGMA-ALDRICH'S PERSONNEL.  ANY SUGGESTIONS BY SIGMA-ALDRICH REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SIGMA-ALDRICH.

  21. Miscellaneous — Sigma-Aldrich's failure to strictly enforce any particular term or condition contained herein or to exercise any right with respect to Distributor’s order shall not constitute a waiver of Sigma-Aldrich's right to strictly enforce such terms or conditions or exercise such right thereafter.  All rights and remedies under this order are cumulative and are in addition to any other rights and remedies Sigma-Aldrich may have at law or in equity.  Any waiver of a default by Distributor hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter.  If any provision of these Terms and Conditions shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.  The section headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation.  These Terms and Conditions shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.

  22. Governing Law, Disputes — All disputes allegedly arising from the legality, interpretation, application, or performance of Distributor’s order, any of these terms and conditions, or the relationship of the parties shall be governed by the laws of the State of Missouri including its conflict of laws principles.  Each party to this order agrees that any dispute arising between them which results in either party instituting court proceedings shall be litigated in the Federal District Court for the Eastern District of Missouri if a basis for federal court jurisdiction is present and otherwise in the Circuit Court for the City of St. Louis.  Notwithstanding the foregoing, nothing in this section shall prevent Sigma-Aldrich from bringing a claim in any court having jurisdiction over Distributor to enjoin infringement of Sigma-Aldrich’s trademark, patent or other intellectual property rights, or to prevent irreparable harm to Sigma-Aldrich.  The parties agree to waive, to the fullest extent permitted by law, any and all rights to a trial by jury in connection with any dispute.

  23. Export Compliance — Distributor acknowledges that the Products are specialized and potentially dangerous chemicals.  Distributor undertakes to become aware of shall comply on an ongoing basis with all applicable laws, regulations, ordinances and treaties of any governmental authority in any country having proper jurisdiction over Distributor and/or Distributor’s activities, including, without limitation, those laws and treaties of the United States or other countries relating to the import or export of Products, control of chemicals, embargoed countries, support of terrorism, customer end-use screening, and other similar laws and regulations.  Distributor shall obtain all necessary import/export licenses in connection with any import, export, re-export, transfer, and use of Products.  Distributor agrees to inform Sigma-Aldrich of any marking, labeling or certificate requirements, trade association or government standards or product modifications required for sale of the Products in countries where Distributor engages in sales activities.  Without limiting the foregoing, Distributor will not use any payment, discount or other benefit derived from Sigma-Aldrich to offer, promise or pay any money, gift or any other thing of value to any person for the purpose of influencing official actions or decisions relating to the purchase or sale of Products, while knowing or having reason to know that any portion of that money, gift or thing will, directly or indirectly, be given, offered or promised to (i) an employee, officer or other person acting in an official capacity for any government or its instrumentalities or any international organization (such as, but not limited to, the United Nations and the North Atlantic Treaty Organization) or (ii) any political party, party official or candidate for political office.