This document represents the most recent version of Boston BioProducts’ Terms and Conditions relating to Purchase Orders for products of a custom nature (hereinafter referred to as “Terms and Conditions”). Purchaser accepts these Terms and Conditions at the time a custom order is placed. Such terms and conditions contained within this document will apply to all subsequent purchase orders, change orders, or amendments in connection with a Purchase Order. Terms and Conditions may be amended and updated from time to time and only the Terms and Conditions effective at the time a Purchase Order is placed will be applicable to the related Purchase Order (hereinafter referred to as the “Subject Purchase Order”). It is the responsibility of the Purchaser to retain a copy of the Terms and Conditions then applicable to each Subject Purchase Order.
Custom Order: With respect to any custom purchase order, you agree that the product(s) you wish to purchase from BBP are not part of BBP’s Catalog of Products and that they are of a custom nature and require BBP to produce, manufacturer, or otherwise obtain certain materials and supplies for which BBP has no other applicable use. All Custom Products are delivered based on lead times and other requirements communicated by BBP to Purchaser through a valid quote.
Cancelation of Custom Order: Purchaser reserves the right at any time to cancel the Subject Purchase Order, in whole or in part, by delivery to BBP of written notice of such cancelation. In the event of such a cancelation, Purchaser shall pay BBP as its sole and exclusive compensation under the Subject Purchase Order the price specified for the portion, if any, of BBP’s performance of the Subject Purchase Order. Such performance includes obtaining certain materials and supplies for which BBP has no other applicable use other than fulfillment of the Subject Purchase Order. In relation to Custom Orders, Purchaser understands that certain aspects of the Subject Purchase Order may not be reasonably utilized by BBP for other orders. Accordingly, Purchaser will pay BBP: (1) the sums actually expended by BBP to procure supplies and materials in furtherance of the Subject Purchase Order for which BBP has no other applicable use; (2) the costs actually expended by BBP in furtherance of fulfillment of the Subject Purchase Order.
For the avoidance of doubt and confusion, Purchaser will remain liable for all materials and supplies ordered, procured, or otherwise obtained by BBP in furtherance of fulfillment of the Subject Purchase Order which are unique to the Subject Purchase Order (hereinafter referred to as the “Custom Material”). Such liability will remain in place regardless of whether or not the Subject Purchase Order is cancelled or amended. Purchaser’s obligation to pay BBP for any such Custom Material is triggered upon BBP’s placement of any order for such Custom Material. Consequently, at the time a Subject Purchase Order is executed, that portion of the Subject Purchase Order requiring Custom Material will become due to Boston BioProducts and will not be refundable.
Notwithstanding the above, BBP will make reasonable efforts to return or cancel orders for any Custom Material upon written notice of cancelation by Purchaser. BBP retains the right to waive any obligations of the Purchaser under these Terms and Conditions at their sole discretion.
Catalog Products: Purchase orders of Catalog Products are usually shipped within 1-3 business days if the Catalog Product is in stock. While it is common for a Purchase Order to include a date for delivery, BBP does not accept the inclusion of a delivery date in any Purchase Order as binding on BBP. Should a Purchaser wish to arrange custom delivery windows, Purchaser must make formal arrangements with BBP prior to placing a Purchase Order. Additionally, Purchaser understands that Catalog Products may be out-of-stock at the time a Purchase Order is Placed. BBP makes no representations or guarantees that a particular Catalog Product will be available or available in the requested quantity at the time a Purchase Order is made. All out-of-stock Catalog Products subject to a Purchase Order will be shipped as soon as appropriate stock is available.
Limitation on Liability: In no event shall BBP be liable under any theory of liability for any indirect, consequential, incidental, special, exemplary, or punitive damages or losses, or for nay lost profits, even if notice of potential damages was given. In no event will BBP’S Liability to Purchaser exceed the price paid by Purchaser and received by BBP. The limits in this section shall apply to the maximum extent permitted by law. Purchaser acknowledges that BBP utilizes chemicals and other materials sourced from third parties in fulfilling its obligations to Purchaser pursuant to a Purchase Order.
Purchaser further acknowledges and agrees that BBP may rely on any third-party certifications regarding suitability and quality of chemicals and other materials provided by a third party in connection with BBP’s fulfillment of a Purchase Order. BBP shall not be liable for any damages whatsoever resulting from a defect in a chemical or material supplied by a third party to BBP used in fulfilling a Purchase Order. Purchaser agrees to hold BBP harmless from any damages caused by a defect in a chemical or other material supplied by a third party and utilized by BBP in performance of a Purchase Oder. BBP’s liability in regard to use of a third-party chemical or material in fulfillment of a Purchase Order shall be limited to claims of gross negligence by BBP in regard to use, handling or storage of said chemical or material.
Notices: All notices to BBP shall be made in writing and shall be hand delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or by reputable overnight courier service, postage period, or by confirmed facsimile transmission, to BBP at the address set forth below:
Boston BioProducts, Inc.
425 Fortune Blvd.
Milford, MA 01757