Last updated June 2020
These RapidRED and MPower payment account Terms and Conditions (“Terms”) set forth the terms and conditions under which you may participate in the Payment Account Program (“Program”) offered to you by Merck KGaA, Darmstadt, Germany and its affiliates (“Sigma-Aldrich” or “we”). You represent and warrant that (i) you possess the legal right and authority to agree to these Terms on your own behalf and, if applicable, on behalf of your employer or other business entity for whom you are acting as an agent, contractor or other representative (“your Principal”), (ii) you or your Principal is a registered customer of Sigma-Aldrich and has submitted a user profile form through the Sigma-Aldrich Web Site (“Site”), (iii) you or your Principal is applying for one or more Payment Account (each a “Payment Account” and collectively “Payment Accounts”) under the Program by completing the “Program Registration Page” and (iv) the registration information you submit on the Program Registration Page is accurate, (v) you are the same individual identified on the Program Registration Page, (vi) the local country of origin you list on the Program Registration Page is the same as your and/or your Principal’s local country of origin, and (vii) you have the authority, on your own behalf and/or on behalf of your Principal, to apply for a Payment Account and to submit the required information on the Program Registration Page.
You acknowledge and agree that by completing the Program Registration Page and upon first use of any of your Payment Account(s) you shall be deemed have agreed to these Terms and that these Terms shall be binding upon you and, if applicable, your Principal. As referenced in these Terms, the terms “you” and “your” refer, as applicable, to you individually and to your Principal.
SIGMA-ALDRICH RESERVES THE RIGHT TO REVISE THESE TERMS AT ANY TIME. WHEN WE DO, WE WILL ALSO REVISE THE “LAST UPDATED” DATE AT THE TOP OF THESE TERMS. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE CURRENT TERMS. The most current version of the Terms will be located as a hyperlink on your Program Registration Page and on your Payment Account login page which you use to access your Account(s). YOUR CONTINUED USE OF THE PROGRAM AND ANY PAYMENT ACCOUNT AFTER WE POST ANY REVISED TERMS CONSTITUTES YOUR AGREEMENT TO ANY SUCH REVISED TERMS.
- Payment Account. Upon receipt by Sigma-Aldrich of your completed Program Registration Page, you will receive an automatically generated Payment Account number and an associated personal identification number (PIN). Once you have been approved for a Payment Account, you must remit to Sigma-Aldrich an amount of funds for your Payment Account that exceed the Minimum Funding Amount shown on the Program page of the Site (“Funded Amount”). You may remit the Funded Amount by choosing one of the available funding mechanisms described on the Program page of the Site, which may include payment by check, wire transfer and, if available at the time of your registration, credit card. You will not be able to use your Payment Account until you remit the Funded Amount to Sigma-Aldrich. The “Minimum Funding Amount” and the “Maximum Funding Amount” that may be placed on any Payment Account are determined by Sigma-Aldrich on a per-country basis, may vary from country to country, and are subject to change. Minimum and Maximum Funding Amounts for each country participating in the Program may be listed on the Program page of the Site and/or will be made available to you through your local customer service or sales representative. For more information about Program terms specific to your local country of origin, including the applicable Minimum or Maximum Funding Amounts or Term of the Program (as described below), please contact your country’s local customer service or sales representative. You hereby represent that you have the full power and authority, on your own behalf and on behalf of your Principal, to transfer the Funded Amount to Sigma-Aldrich.
- Use of the Payment Account. When placing an order for goods or services with Sigma-Aldrich, you will enter your payment account number, PIN and any other information reasonably required to verify and authenticate your user status. You may only use your payment account to purchase goods or services that will be delivered within the local country of origin listed on your Program Registration Page during the registration process. You are strictly prohibited from using your payment account to purchase goods or services that will be delivered to any destination outside the listed local country of origin. Additional terms and conditions applicable to orders for goods or services will be made available to you online when you place your order. The total amount of your purchase (including, without limitation, any sales or other taxes associated therewith) will be debited from the balance of your payment account. The balance of your payment account (“Account Balance”) will be equal to the original Funded Amount less purchases so debited, plus additional amounts you add to the Payment Account using the reloading process described in Section 4 hereof. Your Payment Account is not a line of credit. You may only purchase goods or services up to the amount of your then current Payment Account Balance. If the total requested purchase amount exceeds your then current Payment Account Balance, your purchase will be denied, and you will be required to add funds to your Payment Account using the refilling option. In the event your Payment Account Balance reaches the Minimum Funding Amount, you will receive automated alerts requiring reloading of funds. Using your Payment Account number and PIN, you may navigate at any time through the program page of the Site to access information on all your Payment Accounts, including Payment Account Balance and transaction history.
- Term of Payment Account Refilling. The initial period of time during which you may use your Payment Account, the refilling period, and the expiration date of your Payment Account (collectively, the “Term”) is determined by Sigma-Aldrich on a per-country basis, subject to change in Sigma-Aldrich’s sole discretion, and in all cases to Sigma-Aldrich’s termination rights. The Payment Account Term applicable to each country participating in the Program may be listed on the Program page of the Site, and/or may be obtained by contacting your local customer service representative. You may, at any time during the Term, add funds (“refilling”) to any Payment Account up to the Maximum Funding Amount by selecting from the available funding mechanisms on the Program page of the Site. Such additional funds will not be posted to your Payment Account(s) until payment has cleared. You may continue to refill your Payment Account(s) or allow your Payment Account to retain a zero balance through the Term. Upon the expiration of the Term, your Payment Account will be inactivated, and you will be required to open a new Payment Account by completing a new Program Registration Page pursuant to the process described in these Terms. Sigma-Aldrich may, at its sole option and subject to your Refund Right (as defined in Section 5), terminate any Payment Account at any time during the Term that has a zero Payment Account Balance, or that has fallen below the Minimum Funding Amount.
- Refunds. You have the right (a “Refund Right”) to request a refund of your Payment Account Balance at any time during the Term, provided, that all refunds expressly exclude those amounts (if any) funded to your Payment Account by Sigma-Aldrich through promotional or special programs offered to you by Sigma-Aldrich (“S-A Funds”). Sigma-Aldrich will promptly refund your Payment Account Balance, less any S-A Funds, using a mutually agreed method, which may include check, electronic remittance to your bank account, or a credit to an account (other than the Payment Account) that you maintain with Sigma-Aldrich. If your initial Funded Amount or any refilling was paid using a credit card (if applicable), we may refund your Payment Account Balance, less any S-A Funds, by issuing a charge-back to such credit card. For the avoidance of doubt, Sigma-Aldrich is not refunding any other amount than such amount explicitly stated in this section 5 (i.e. no interest rate is applied to your Payment Account).
- Authority to use the Payment Account. By agreeing to these Terms, you will be deemed to represent, in each instance that you utilize a Payment Account that you have been authorized by your Principal to do so. You also agree (a) to maintain the confidentiality of your Payment Account number(s) and each associated PIN and other passwords, and (b) that you are fully responsible for any and all activities that occur under your username, all Payment Account number(s) and/or PIN(s).
- Changes to the Program. Sigma-Aldrich may modify, suspend, discontinue or restrict the use of the Program at any time, subject to your Refund Right.
- Disclaimer of Warranties and Limitation of Liability. The Disclaimer of Warranties and the Limitation of Liability and Sole Remedy contained in the Site Use Terms will, subject to your Refund Right hereunder, apply to the Program, Payment Accounts and use thereof, to the same extent such provisions apply to the Site and the Service (as defined in the Site Use Terms).
- Indemnification. You agree to indemnify, defend and hold Sigma-Aldrich, its parents, subsidiaries, and affiliates, suppliers and content providers and their respective directors, officers, employees, agents, shareholders, co-branders, partners, successors and assigns harmless from and against any and all claims, losses, damages, liabilities, judgments, demands, and fees and expenses (including, without limitation, reasonable attorney's fees) asserted by any third party due to or arising out of (a) your breach of these Terms (including without limitation, any breach of any of your representations, warranties and covenants contained herein), (b) your access to or use of the Program or an Payment Account, and/or (c) the violation of any rights of another resulting from or relating to your use of the Program and/or any Payment Account.