Terms of Sale & Use

1. Who we are and what these terms cover

These Terms of Sale & Use ("Terms") govern your use of vialtrust.com (the "Site") and every quote, order and sale of products by VialTrust, Florida, USA ("VialTrust," "we," "us"). By entering the Site, requesting a quote, placing an order or accepting delivery, you ("Buyer," "you") agree to these Terms on behalf of yourself and the organization you represent. If you do not agree, do not use the Site or buy our products.

These Terms prevail over any terms in your purchase order or other documents unless we agree otherwise in a writing signed by an authorized VialTrust representative.

2. Research use only

All products sold by VialTrust are sold for research use only (RUO), meaning in-vitro laboratory research by qualified professionals. Products:

• are not drugs, foods, dietary supplements, cosmetics, medical devices or diagnostics;
• are not for human or veterinary use and must not be administered, ingested, injected, applied or otherwise introduced into people or animals;
• have not been approved, cleared or evaluated by the U.S. Food and Drug Administration (FDA) or any other regulator for any use; and
• are not intended to diagnose, treat, cure, mitigate or prevent any disease or condition.

Information on the Site (including identity data, specifications and test reports) describes the material only. It is not a claim of safety, efficacy or suitability for any purpose, and it is not medical, dosing or usage advice. VialTrust does not provide dosing, preparation or administration guidance.

3. Buyer eligibility and attestation

We sell only to qualified research buyers: laboratories, universities, research institutions, contract research organizations, companies engaged in scientific research, and individuals acting on their behalf. By using the Site or ordering, you represent and warrant that:

• you are at least 21 years of age and have authority to bind the organization you represent;
• you are a qualified research buyer, and the products will be used only for lawful laboratory research by trained personnel in an appropriate facility;
• you will not use, administer, market, label, repackage or resell any product for human or veterinary use, or for use as a drug, food, supplement or cosmetic;
• you will comply with all laws and regulations that apply to your purchase, possession, use, storage, transport and disposal of the products, including any licensing or registration requirements; and
• the information you give us (including your identity, institution and intended use) is accurate.

We may ask for proof of eligibility (for example, institutional affiliation, a purchase order or a signed end-use statement) and may refuse, hold or cancel any quote or order at our discretion, including where we reasonably believe a product may be used outside these Terms.

4. No resale for human or veterinary use

You may not resell, distribute or transfer any product to any person for human or veterinary use, or to anyone you know or have reason to believe intends such use. Any permitted transfer to another qualified research user must be made subject to restrictions at least as protective as these Terms. Breach of this section is a material breach, and VialTrust may stop doing business with you, cancel open orders and report suspected misuse to the appropriate authorities.

5. Orders, quotes and pricing

Prices are published on the Site in U.S. dollars. Bulk and institutional prices are provided by written quote; a quote is valid for the period stated on it (or 30 days if no period is stated). All orders are subject to availability. An order is binding only when we confirm it in writing. We may correct pricing or description errors before shipment and will give you the option to cancel if a correction changes your order.

Prices exclude taxes and shipping unless stated otherwise. You are responsible for any sales, use or similar taxes unless you provide a valid exemption certificate.

6. Payment

We do not take payment on the Site. When you place an order, we confirm it and email an invoice. Payment is due by the method and within the time stated on the invoice, and orders ship after the invoice is paid unless we agree otherwise in writing. We may require prepayment, suspend shipment of unpaid orders, and charge reasonable collection costs on overdue amounts to the extent permitted by law.

7. Shipping, title and risk of loss

Orders ship from Florida, USA via FedEx 2Day, Monday through Friday (excluding U.S. federal holidays). Shipping is free on orders over $200; otherwise a flat $29 shipping charge applies, unless your quote states otherwise. We ship to the address on your confirmed order, which must be an institutional or business address unless we agree otherwise. Shipping and delivery dates are estimates. Title and risk of loss pass to you when the products are delivered to the carrier. You are responsible for receiving the shipment promptly and storing products as stated on the COA and safety data sheet. We do not ship to destinations where the sale would violate applicable law, and you are responsible for any import requirements.

8. Certificates of analysis and independent reports

For each compound lot we publish the manufacturer's certificate of analysis and an independent laboratory report when they are available (together, "Double Check" documents). These documents report results for samples of the stated lot using the stated methods at the stated time. They are provided for your information and do not expand the warranty in Section 10. Test results can vary between laboratories and methods, and material can change after testing if it is not stored properly.

9. Inspection, claims and returns

Inspect each shipment on arrival. You must notify us in writing within 7 days of delivery of any shortage, damage, wrong item, or nonconformance with the lot's documentation, with your order number, lot number and photos where relevant. Because of the nature of research reagents, opened products and products that have left our control cannot be returned for credit unless we confirm a nonconformance. If we confirm a valid claim, we will, at our option, replace the product or refund or credit the price paid for the affected product. Returns require our written authorization and must follow our instructions. This section states your exclusive remedy for nonconforming products.

10. Limited warranty and disclaimer

We warrant that each product, at shipment, conforms to the identity stated on its label and, once published, to the results reported in the Double Check documents for its lot, within normal analytical variation. Except for this limited warranty, products are provided "as is," and VialTrust disclaims all other warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, and non-infringement. We make no warranty about results you obtain, about the suitability of any product for your research, or about any use outside these Terms. The warranty is void if a product is used, stored or handled contrary to these Terms or to the COA and safety data sheet.

11. Limitation of liability

To the maximum extent permitted by law: (a) VialTrust's total liability arising out of or relating to any product, order or the Site will not exceed the amount you paid for the specific product giving rise to the claim; and (b) VialTrust will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost data, lost research, or the cost of substitute goods, however caused, even if advised of the possibility. These limits do not apply where the law does not allow them.

12. Your responsibility and indemnity

You assume all risk and responsibility for the handling, storage, use and disposal of products after delivery. You will defend, indemnify and hold harmless VialTrust and its owners, officers, employees and agents from any claims, losses, damages, fines and expenses (including reasonable attorneys' fees) arising from your breach of these Terms, your use or misuse of any product, any resale or transfer by you, or your violation of any law.

13. Use of the Site

The Site and its content are owned by VialTrust or its licensors. You may view and print pages for your own business use. You may not copy, scrape or republish Site content (including test reports) for commercial purposes without our written permission, interfere with the Site's operation, or submit false information through our forms. We may change or suspend the Site at any time.

14. Governing law and venue

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Any dispute arising out of or relating to these Terms, the Site or any sale will be brought exclusively in the state or federal courts located in Florida, and you consent to their jurisdiction.

15. General

If any part of these Terms is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign your rights under these Terms without our consent. Neither party is liable for delays caused by events beyond its reasonable control. We may update these Terms by posting a new version on the Site; the version in effect when we confirm your order applies to that order. Sections 2, 4 and 10 through 15 survive delivery and any termination.

16. Contact

VialTrust
Florida, USA
Email: hello@vialtrust.com