Terms & Conditions of Sale

  1. Acceptance of Terms— By purchasing and accepting delivery of products supplied by TRGel LLC (“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 TRGel LLC 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 TRGel LLC in writing, which approval may be contingent on your payment of TRGel LLC’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 TRGel LLC by its suppliers, and any other costs resulting from cancellation.  A verified bill of costs issued by an officer or other authorized representative of TRGel LLC shall be conclusive as to the amount of such costs. TRGel LLC 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 TRGel LLC to reasonably question your willingness or ability to perform.
  3. Delivery, claims— All sales will be delivered Ex Works TRGel LLC’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 TRGel LLC’s shipping point shall constitute delivery to you and you shall bear all risk of loss or damage in transit. TRGel LLC reserves the right, in its sole discretion, to determine the exact method of shipment for any particular shipment. TRGel LLC 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 TRGel LLC in writing of any claims for shortages, defects or damages and shall hold Products for TRGel LLC’s written instructions concerning disposition.  If you fail to so notify TRGel LLC 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 TRGel LLC to deliver Products at a date certain. TRGel LLC 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 TRGel LLC’s reasonable control, including, without limitation, unsuccessful reactions, act(s) of you, embargo or other governmental act, regulation or request affecting the conduct of TRGel LLC’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 TRGel LLC for work performed prior to termination and all reasonable expenses incurred by TRGel LLC 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 TRGel LLC is actually delayed or as mutually agreed.  If, for reasons other than the foregoing, TRGel LLC should default or delay or not deliver Products, your sole remedy against TRGel LLC is an option to cancel your purchase order, through prior written notice to TRGel LLC.
  5. Security Interest in Unsold Inventory— To secure your obligation to pay TRGel LLC for the purchase of products, you grant to TRGel LLC a purchase money security interest in all products purchased from TRGel-LLC, 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 TRGel LLC in perfecting its security interest, if requested.
  6. Allocation of Products— If TRGel LLC is unable for any reason to supply the total demands for Products specified in your order, TRGel LLC may allocate its viable supply among any or all customers (including TRGel LLC’s distributors) on such basis as TRGel LLC 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.  TRGel LLC 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 TRGel LLC, in its sole and unfettered discretion, deems the ultimate collectability of the purchase price to be in doubt, TRGel LLC 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, TRGel-LLC, at its option, without prejudice to any other of TRGel LLC’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 TRGel LLC 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— TRGel LLC 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 TRGel-LLC. All other such charges (if any) must be paid by you separately and in addition to the prices quoted or invoiced. In the event TRGel LLC is required to pay any such tax, fee or charge, you shall reimburse TRGel LLC therefore; or, in lieu of such payment, you shall provide TRGel LLC 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 TRGel LLC 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, TRGel LLC’s standard prices at time of shipment may apply, at TRGel LLC’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 TRGel LLC, if at any time prior to delivery TRGel LLC’s costs of materials have increased by 10% or more, then TRGel LLC 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— TRGel LLC warrants that its products shall, at the time of delivery, conform to the description of such products as provided to you by TRGel LLC through TRGel LLC’s product directory, analytical data or other then-current literature.THIS WARRANTY IS EXCLUSIVE, AND TRGEL LLC 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. TRGel LLC’s warranties made in connection with this sale shall not be effective if TRGel LLC 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 TRGel-LLC.  TRGEL LLC’S SOLE AND EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO TRGEL LLC’S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN TRGEL LLC’S SOLE DISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH TRGEL LLC’S INSTRUCTIONS.  TRGEL LLC 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 TRGEL LLC 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 TRGEL LLC’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.  TRGEL LLC’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— TRGel LLC’s Products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in TRGel LLC’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 TRGel LLC for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in TRGel LLC’s literature furnished to you.  You expressly represent and warrant to TRGel LLC that you will properly test, use, manufacture and market any Products purchased from TRGel LLC and/or materials produced with Products purchased from TRGel LLC 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 TRGel LLC that any material produced with Products from TRGel LLC 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 TRGel LLC’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 TRGel LLC 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 TRGel-LLC.  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 TRGel LLC relating to the use of the Products and not misuse the Products in any manner.  If the Products purchased from TRGel LLC are to be repackaged, relabeled or used as starting material or components of other products, you agree that you will verify TRGel LLC’s assay of the Products. No Products purchased from TRGel LLC shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.
  13. Resale, Distribution and Export Prohibited— You warrant to TRGel LLC 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— TRGel LLC 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 TRGel LLC’s permission, and then only in strict compliance with TRGel LLC’s return shipment instructions. You must obtain advance written authorization from TRGel LLC and a written return authorization document in the form then in use by TRGel-LLC, 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: custom products or special orders; products missing labels, parts, or products not in their unopened, 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, TRGel LLC may, in TRGel LLC’s sole and absolute discretion, furnish technical assistance and information with respect to TRGel LLC’s Products. TRGEL LLC 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 TRGEL LLC OR ITS PERSONNEL. ANY SUGGESTIONS BY TRGEL LLC 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 TRGEL-LLC.
  17. Miscellaneous— TRGel LLC’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 TRGel LLC’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 TRGel LLC 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 California 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 Central District of California in the Southern division location if a basis for federal court jurisdiction is present and otherwise in the Circuit Court for the County of Orange, California.  Notwithstanding the foregoing, nothing in this section shall prevent TRGel LLC from bringing a claim in any court having jurisdiction over you to enjoin infringement of TRGel LLC’s trademark, patent or other intellectual property rights, or to prevent irreparable harm to TRGel-LLC. 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 TRGel-LLC, 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 TRGel LLC’s request, you will provide TRGel LLC with certificates of insurance evidencing such coverage naming TRGel LLC as an additional insured.