Terms And Conditions

1. Agreement, Definitions and Order of Precedence

1.1 Definitions. In these Terms, “BioChemazone”, “we”, “us” and “our” mean Chemazone Inc., operating under the trade name BioChemazone™ and through biochemazone.com, with an office at 6205 39 Street, Leduc, Alberta T9E 0Z3, Canada. “Buyer”, “you” and “your” mean the person or organization that uses this website or purchases Products, together with its employees, students, contractors, agents and end users. “Products” means all goods, customized products and services supplied by BioChemazone. “BioChemazone Parties” means Chemazone Inc., its affiliates, and their respective directors, officers, employees, representatives, contractors, suppliers, licensors and agents. “Specification” has the meaning given in Section 13.

1.2 Acceptance. These Terms apply to every quotation, order and sale and to all use of this website. You accept them by using this website, accepting a quotation, placing an order, issuing a purchase order, paying an invoice or accepting delivery of any Product, whichever happens first. If you do not agree, do not use this website or purchase our Products.

1.3 Buyer’s terms excluded. These Terms prevail over any terms printed on or referred to in the Buyer’s purchase order, vendor forms, portal or other documents, all of which are rejected even if BioChemazone does not object to them, signs a vendor form or ships the order.

1.4 Order of precedence. If documents conflict, they apply in this order: (a) a written agreement signed by an authorized representative of BioChemazone; (b) special terms stated on BioChemazone’s quotation, proforma invoice or invoice; (c) these Terms; (d) the Product label, Certificate of Analysis, written product specification and Safety Data Sheet; and (e) other pages of this website, including Ordering Information, Frequently Asked Questions, payment and shipping pages, catalogues and correspondence, which are summaries provided for convenience.

1.5 No other promises. No representation, promise, sample, description or understanding that is not set out in these Terms forms part of the contract, and the Buyer confirms that it has not relied on any.

2. Business and Research Customers; Qualified Users

2.1 Business sales only. Products are sold only to businesses, institutions, laboratories and professionals for use in the course of their business, research or teaching. They are not sold to consumers for personal, family or household use. By ordering, you represent that you are buying in a business or professional capacity and that you have authority to bind the organization named on the order.

2.2 Qualified users. Products must be received, handled, stored and used only by qualified and trained individuals working in suitably equipped facilities. BioChemazone may ask for information about the Buyer and the intended use, and may limit or decline sales to any customer it considers unqualified.

2.3 People acting through you. You are responsible for everyone who handles or uses a Product through you, including employees, students, contractors, collaborators and customers. You must make them aware of these Terms, the Product label and the Safety Data Sheet, and their acts and omissions are treated as yours.

2.4 Resale and transfer. If you resell or transfer a Product, you do so at your own risk. You must pass on the Product documentation and the restrictions in these Terms, and BioChemazone has no obligation or liability to any downstream recipient.

3. Orders and Quotations

3.1 How to order. Orders may be placed online at biochemazone.com, or by quotation by emailing info@biochemazone.com or calling +1-780-612-4177 or +1-365-888-7013. An order placed by email should state:

• the name of the person or organization in whose name the order is to be processed;
• the contact details of the person responsible for the order;
• the billing address and the delivery address;
• the catalogue number and quantity of each Product.

3.2 Acceptance by BioChemazone. All orders are subject to acceptance by BioChemazone. We may refuse or cancel any order and may refuse service to anyone who breaches these Terms. Please confirm specifications and lead times with our sales team before you order.

3.3 Accuracy of your order. The Buyer is responsible for the accuracy of its order, including the catalogue number, formulation, pH, stabilized or non-stabilized version, pack size, quantity and delivery details. BioChemazone is entitled to rely on the order as placed.

4. Prices, Payment and Credit Terms

• All prices are in US dollars (USD) unless stated otherwise and are subject to change without notice. If a price has changed significantly since your order was submitted, we will contact you for approval before shipping.
• We accept payment by credit or debit card, PayPal, Stripe, wire transfer and net banking. A fee of $20 applies to each wire transfer.
• Unless credit terms have been approved by BioChemazone, Products are delivered against advance payment only.
• Purchase orders are accepted only from approved customers, on payment terms of net 30 days from the invoice date.
• If payment is not received when due, BioChemazone may suspend or cancel the order, or withhold further deliveries, without notice, and the Buyer must pay BioChemazone’s reasonable costs of collection, including legal fees.
• The Buyer is responsible for the accuracy of every payment it submits and bears any fees or charges resulting from a payment made in error. Payments must be made in full, without set-off, deduction or withholding.
• Ownership of the Products remains with BioChemazone until they are paid for in full, although risk passes to the Buyer as set out in Section 6.

5. Order Changes and Cancellations

• Online orders may be cancelled only within 30 minutes of being placed, by notifying us at info@biochemazone.com. After 30 minutes an online order is final and cannot be cancelled.
• Quotation-based orders and customized orders cannot be cancelled once they are confirmed.
• An order that cannot be cancelled remains payable in full and is not refundable, including where supply is delayed for reasons beyond our reasonable control.
• Processing or restocking fees may apply to any cancellation that BioChemazone accepts.
• No change to an order or to these Terms is binding on BioChemazone unless it is approved in writing by an authorized representative of BioChemazone.

6. Shipping, Delivery and Transfer of Risk

Delivery of the goods to the carrier is delivery to the Buyer. From that moment, all risk of loss, damage, leakage, deterioration and delay in transit is borne by the Buyer, regardless of the shipping terms and regardless of who arranges or pays for the freight.

6.1 Carriers and method. We ship worldwide using UPS, FedEx, DHL and other carriers. Where possible we ship by the method specified in your order, but we reserve the right to select the most appropriate and cost-effective carrier, service, route and packaging, and to make partial shipments. Shipments may be sent freight collect on the Buyer’s own carrier account. The carrier acts as the Buyer’s agent, not BioChemazone’s.

6.2 Shipping terms. All Products are sold FOB BioChemazone’s shipping point unless otherwise agreed in writing.

6.3 Freight insurance. We recommend that the Buyer purchase freight insurance, at an additional fee, when placing the order. If insurance is not purchased, BioChemazone is not responsible for any damage, leakage, delay or loss in transit, and the Buyer’s only recourse is against the carrier.

6.4 Delivery dates. Shipping and delivery dates are estimates only. BioChemazone is not liable for any delay in delivery, and delay does not entitle the Buyer to cancel an order, refuse delivery or claim compensation.

6.5 Charges. Shipping and handling charges are additional. Where a customized shipment requires special transportation conditions, such as dry ice, a dry-ice fee of $35.00 per order applies. Hazardous-goods and special-packaging charges are set out in Section 8.

6.6 Receiving the shipment. The Buyer must give a complete and accurate delivery address and contact, and must have a suitably trained person available to receive the shipment and place it in the storage conditions shown on the label without delay. Carrier fees for address corrections, re-delivery, storage, refused or unclaimed shipments and return freight that result from a Buyer error or omission are payable by the Buyer, and Products affected by such events are not eligible for replacement or credit.

7. Duties, Taxes, Customs and Import Compliance

7.1 Buyer is the importer. Unless DDP terms have been agreed as set out below, the Buyer, as consignee and importer, is solely responsible for customs clearance and for all tariffs, duties, taxes and customs, inspection, destruction, environmental and brokerage fees on shipments to destinations outside Canada.

7.2 No liability for customs action. BioChemazone has no control over these processes or costs and is not liable for any delay, seizure, rejection, testing, destruction or return of goods by customs or other authorities, for any deterioration of a Product while it is held, or for any resulting cancellation, refund or additional charge.

7.3 DDP (Delivered Duty Paid) service. As an additional service, BioChemazone offers shipment on DDP terms, to give the Buyer hassle-free cross-border export and door-to-door delivery. Under DDP terms BioChemazone arranges export and import clearance and pays the import duties and taxes included in the quoted DDP charge. DDP terms apply only where they are stated on BioChemazone’s quotation, proforma invoice or invoice, and the DDP charge shown there is payable by the Buyer. The DDP service is subject to availability for the destination country, and BioChemazone is not liable for delays caused by customs authorities or carriers. Risk of loss and damage still passes as set out in Section 6.

7.4 Permits and licences. The Buyer is responsible for finding out whether a Product may lawfully be imported into, possessed and used in its jurisdiction, and for obtaining and maintaining every import permit, licence, registration, notification and approval that applies.

7.5 Export controls and sanctions. The Buyer must not export, re-export, transfer or use any Product in breach of the export-control, sanctions or anti-diversion laws of Canada or any other applicable country, or for any purpose connected with chemical, biological or nuclear weapons. BioChemazone may suspend or cancel any order that it believes may breach those laws, without liability.

8. Dangerous Goods and Regulated Materials

8.1 Classification and shipment. Some Products are, or may be, classified as dangerous goods or hazardous products under transport and workplace laws such as the Transportation of Dangerous Goods Act and Regulations (Canada), the IATA Dangerous Goods Regulations, 49 CFR (United States), the IMDG Code, ADR and equivalent rules (“Dangerous Goods Rules”). For the mode of transport it arranges, BioChemazone classifies, packages, marks, labels and documents those shipments on the basis of the information available to it at the time of shipment.

8.2 Charges. Items classed as hazardous are charged $45.00 for the first box and $27.50 for each additional box. Reactive, corrosive or other hazardous materials may require special packaging at additional cost, which we will advise when the order is placed.

8.3 Carrier and route restrictions. Dangerous Goods Rules and carrier policies may require a particular carrier or service, quantity limits, split shipments or longer transit times, and some destinations cannot be served. BioChemazone may change the shipping method or decline to ship a Product for these reasons. If BioChemazone cannot ship a Product at all, its only obligation is to return the amount paid for the unshipped Product.

8.4 Buyer’s responsibilities. The Buyer must:

• hold every licence, permit and registration needed to purchase, import, receive, store and use the Product;
• have trained personnel and suitable facilities to receive, unpack and store dangerous goods;
• give accurate consignee, site and end-use information when asked;
• take sole responsibility for any onward transport, re-packaging, re-labelling, re-shipment or export of the Product, including compliance with the Dangerous Goods Rules; and
• never return a hazardous Product without BioChemazone’s prior written authorization and shipping instructions.

8.5 Refusals, holds and disposal. If a shipment is refused, held, returned, re-routed or destroyed by a carrier or an authority because of the Buyer’s eligibility, documentation, destination rules or failure to accept delivery, all resulting costs are payable by the Buyer and no replacement or credit is due.

8.6 After hand-over. BioChemazone is not responsible for a carrier’s handling of dangerous goods after hand-over, or for storage, segregation, internal transport, emergency response, spill control or disposal once the Product has been delivered.

9. Inspection on Receipt and Notice of Claims

The Buyer must inspect all packages immediately on receipt. Any claim for damage, leakage, shortage, defect, incorrect or non-conforming Product or any other discrepancy must be made in writing and received by BioChemazone within three (3) days of the Buyer’s receipt of the goods.

9.1 Claims not made in time. Claims that are not made within this period are deemed waived, and the goods are deemed to have been inspected and accepted as conforming to the order.

9.2 What a claim must contain. A claim must be sent to info@biochemazone.com and must include the order or invoice number, a description of the problem and clear photographs of the outer packaging and shipping label, the inner packaging, the Product label showing the catalogue and lot numbers, and the damage, leak or discrepancy.

9.3 Preserve the evidence. The Buyer must keep the Product and all packaging available for inspection by BioChemazone, the carrier or an insurer until the claim is closed, and must not use, open (other than to inspect), dilute, transfer, return or dispose of the Product unless BioChemazone instructs it to in writing. Where transit damage is visible, it must be noted on the carrier’s delivery record at the time of delivery wherever possible.

9.4 Conditions of every remedy. Compliance with this Section 9 is a condition of every remedy under Sections 10, 11 and 24. BioChemazone may reject any claim that does not comply.

10. Damaged, Leaking, Lost or Incorrect Shipments

10.1 Starting point. Because risk passes to the Buyer on delivery to the carrier (Section 6), BioChemazone is not responsible for what happens to a shipment in transit. This Section sets out the only circumstances in which BioChemazone will replace or credit a Product that arrives damaged, leaking, short, incorrect or not at all, and it is subject to the claim requirements in Section 9.

10.2 Damaged or leaking shipments.

• Insured shipments. Where the Buyer purchased freight insurance through BioChemazone for the order, BioChemazone will file the claim with the carrier or insurer and, once the claim has been accepted, will at its option replace the affected Product or issue store credit for it.
• Uninsured shipments. Where freight insurance was not purchased, the risk of transit damage and leakage rests with the Buyer. BioChemazone is not obliged to replace or credit the Product; it will provide the shipping documents reasonably needed for the Buyer to claim from the carrier.
• Packing defects. If BioChemazone determines from the evidence that a leak was caused solely by a closure or packing defect that existed when the shipment was handed to the carrier, and not by handling, pressure, temperature or other transit or receiving conditions, it will at its option replace the affected quantity or issue store credit, whether or not the shipment was insured.
• Only what is affected. Any remedy is limited to the units actually damaged or lost. Dented cartons, scuffed labels, condensation, minor residue around a closure and similar cosmetic conditions that do not involve loss of Product or a breach of the primary container are not damage.

10.3 Leaked material is the Buyer’s responsibility on site. The Buyer is solely responsible for safely isolating, containing, cleaning up and disposing of any leaked or spilled material and contaminated packaging at its premises, in accordance with the Safety Data Sheet and applicable law. Subject to Section 28, BioChemazone is not liable for clean-up or disposal costs, contamination of other goods, premises or equipment, exposure or injury, or downtime arising from a leak or spill after hand-over to the carrier.

10.4 Lost or undelivered shipments.

• The carrier’s tracking record or proof of delivery to the address supplied by the Buyer is conclusive evidence of delivery.
• BioChemazone is not responsible for loss or theft after delivery; for delivery to a mailroom, receiving department, reception or other person at the address supplied; for an incorrect or incomplete address supplied by the Buyer; for refused or unclaimed shipments; or for shipments held, seized or destroyed by customs or other authorities.
• The Buyer must notify BioChemazone in writing of non-receipt within three (3) days after the date on which tracking shows delivery or, if tracking shows no delivery, within three (3) days after the carrier’s estimated delivery date.
• A shipment is treated as lost only when the carrier confirms the loss in writing or completes its trace. For an insured shipment BioChemazone will then, at its option, replace the Product or issue store credit. For an uninsured shipment, and for any shipment sent on the Buyer’s carrier account or freight collect, the loss is the Buyer’s and any claim is against the carrier.

10.5 Incorrect Product or quantity.

• Before opening or using any Product, the Buyer must compare the Product label (name, catalogue number, lot number and pack size) and the packing slip with its order.
• If the Buyer believes that the wrong Product or quantity was shipped, it must notify BioChemazone within three (3) days of receipt and before the Product is opened or used.
• If BioChemazone confirms that it shipped something other than what was ordered, or shipped less than was ordered, it will at its option ship the correct Product or the missing quantity, or issue store credit for the price paid for the item concerned. BioChemazone may require the incorrect item to be returned unopened in accordance with its instructions, or its disposal to be documented.
• Using or opening an incorrectly supplied Product is acceptance of it and is entirely at the Buyer’s risk. BioChemazone has no liability for any consequence of the use of a Product that the Buyer did not verify against its order.
• The following are not incorrect shipments: an ordering error by the Buyer (for example the wrong catalogue number, formulation, pH, stabilized or non-stabilized version, or pack size); a Product that matches the order or quotation; a substitution or change that the Buyer approved; and differences in packaging, container or label design.

10.6 Exclusive remedies. Replacement or store credit under this Section is the Buyer’s sole and exclusive remedy for damaged, leaking, lost, short or incorrect shipments. No refund is given. BioChemazone is not liable for the cost of substitute goods, expedited freight, labour, downtime, lost or repeated experiments, missed deadlines or any other loss connected with such events. Replacements are shipped by BioChemazone’s standard method, and Section 11 applies to the cost of return and replacement shipping.

11. Returns, Replacements and Store Credit

• Because of the nature of the Products, all sales are final. BioChemazone does not offer refunds or exchanges, and sold Products are not taken back except as stated in these Terms.
• If a Product is shown not to meet its Specification, BioChemazone will, at its sole discretion, replace it with a conforming Product or issue store credit equal to the price paid for it. This is the Buyer’s exclusive remedy (see Section 24).
• No return is accepted without prior written authorization from BioChemazone. A request for return authorization must be made within three (3) days of receipt, and the material must reach us on or before the authorization expiry date. Shipments sent collect or without authorization will be refused.
• Custom, special-order and customized Products, and items that are opened, damaged or have missing labels, cannot be returned. For customized Products the burden of usability rests with the party that specified them, unless a separate written agreement signed by BioChemazone defines the specifications to be met.
• Authorized returns are subject to a 25% restocking fee. Return shipping, and the shipping of any replacement, is paid by the Buyer. Returned material that requires disposal may incur additional charges. The final disposition of returned goods is decided only after we have received and inspected them.
• Store credit has no cash value, is not transferable and is applied against future purchases from BioChemazone.

12. Research Use Only

Unless expressly stated otherwise in writing by BioChemazone, all Products are supplied strictly for research, laboratory, in-vitro, testing, development, validation, educational, industrial or other non-clinical purposes.

12.1 Not for clinical or personal use. Products are not intended for human or veterinary diagnosis, treatment or therapeutic use, for in-vivo studies, or for consumption, implantation, injection or any other clinical application, and they are not intended for use as drugs, food or feed additives, cosmetics or household chemicals, unless expressly identified and approved for such use in writing by BioChemazone.

12.2 Suitability is the Buyer’s decision. The Buyer and end user are solely responsible for determining whether a Product is suitable, compatible, safe and legally permitted for their intended application, for carrying out their own tests at their own cost, and for complying with all laws and regulations that apply to the purchase, import, storage, handling, use and disposal of the Product.

12.3 No licence. The listing or sale of a Product does not constitute a licence to use it, or a recommendation to use it, in infringement of any patent or other right.

13. Product Specifications, Certificates and Batch Variation

13.1 What the Specification is. The “Specification” of a Product consists only of the parameters expressly stated in BioChemazone’s Certificate of Analysis or written product specification for the lot supplied. Website descriptions, catalogues, images, typical values, application notes, literature references and correspondence are for general information and do not form part of the Specification.

13.2 Simulated and artificial fluids. Simulated, artificial and synthetic fluids are laboratory formulations designed to model selected properties of a natural fluid. They are not identical to the natural fluid and are not represented to reproduce all of its chemical, biological, physical or rheological properties.

13.3 Batch variation. Appearance, including colour, clarity, viscosity and texture, may vary with formulation and batch. Variation of this kind is not a defect where the Specification is met.

13.4 Attributes not stated. Unless the Product label or Certificate of Analysis expressly states that a Product is sterile, preservative-free, stabilized or tested for a particular attribute, no such attribute is represented.

13.5 Changes. BioChemazone may change formulations, raw materials, Specifications, test methods, packaging, labels and catalogue numbers at any time without notice. A Buyer that needs a fixed formulation or advance notice of change must agree this with BioChemazone in a signed written agreement.

13.6 Customized Products. Customized Products are made to the Buyer’s instructions. The Buyer is responsible for the accuracy, adequacy and suitability of its instructions, and BioChemazone’s only obligation is to manufacture what was agreed in writing.

13.7 Test results. Certificates of Analysis report results obtained by BioChemazone’s methods at the time of testing. Results obtained by the Buyer using different methods, instruments or conditions, or after the Product has been opened, stored or handled by the Buyer, do not establish that a Product failed to meet its Specification. In any dispute, BioChemazone’s retained records and methods prevail unless an independent laboratory accepted by BioChemazone, engaged at the Buyer’s cost, finds otherwise using BioChemazone’s methods.

14. Storage, Shelf Life and Handling After Delivery

14.1 Storage. The Buyer must place each Product in the storage conditions stated on its label immediately on receipt and keep it there.

14.2 Shelf life. Any shelf life or expiry date applies only to an unopened Product stored continuously as directed on its label. Products must not be used after their expiry date.

14.3 After opening. Once a container has been opened, the Buyer is responsible for contamination, evaporation, precipitation, microbial growth, degradation and any other change in the Product, subject only to the mould replacement commitment in Section 24.

14.4 Events outside our control. BioChemazone is not responsible for deterioration caused by carrier or customs delays, by a failure to receive or store the shipment promptly, by storage or handling outside the label conditions, or by use after the expiry date.

14.5 Check before each use. The Buyer must examine each Product before every use and must not use a Product whose container, seal or contents appear compromised.

15. Safety Data Sheets and Hazard Communication

15.1 Availability. A Safety Data Sheet accompanies each shipment of simulated fluids and buffers. If one is not immediately available, a copy will be sent by email as soon as possible. Safety Data Sheets are also available from our SDS and CofA page or on request.

15.2 Buyer’s obligations. Before a Product is received, handled or used, the Buyer must obtain, read and understand its Safety Data Sheet and label; make them available to every person who may handle or be exposed to the Product; train those people; label any secondary containers; and comply with the workplace hazard-communication laws that apply at its site, such as WHMIS, OSHA Hazard Communication, CLP and their local equivalents, including any local language or format requirement outside Canada.

15.3 Information, not a warranty. Safety Data Sheets are provided for information, are based on knowledge available at their date of issue and are given without warranty. They describe the Product as supplied, not mixtures, dilutions, reaction products or the Buyer’s processes. The absence of a hazard classification does not mean that a Product is harmless, and the Buyer must carry out its own hazard and risk assessment.

15.4 Hazard acknowledgement. By purchasing Products, you represent and warrant that, from your own independent review and study, you are fully aware of and knowledgeable about:

• the health and safety hazards associated with handling the Products;
• the industrial hygiene controls needed to protect workers from those hazards;
• the need to warn adequately of the health and safety hazards associated with the Products;
• government regulations on the use of, and exposure to, the Products.

16. Assumption of Risk

16.1 Inherent risks. The Buyer acknowledges that laboratory chemicals, simulated biological fluids, powders, reagents, formulations and research materials may involve inherent and application-specific risks.

16.2 Risks assumed. By purchasing, handling, storing, transporting, processing, testing, mixing, modifying, disposing of or otherwise using a BioChemazone Product, the Buyer and end user voluntarily assume responsibility for evaluating and controlling all risks associated with those activities, and accept full responsibility for all effects and consequences of the Product once it leaves BioChemazone’s shipping point, whether it is used properly, misused or mishandled, and whether it is used alone or in combination with any other substance.

16.3 Buyer’s own assessment. The Buyer is responsible for conducting its own risk assessment, compatibility testing, validation and appropriate preliminary testing before using any Product in an experiment, process, instrument, device, prototype, production system, environmental test or other application.

17. Personal Injury and Property Damage

17.1 Exclusion. To the maximum extent permitted by applicable law, BioChemazone shall not be liable for any injury, illness, death, occupational exposure, property damage, equipment damage, laboratory damage, contamination or other loss arising from or relating to the handling, storage, transportation, misuse, alteration, combination, disposal or application of its Products.

17.2 Safe practice. Users must employ appropriately trained personnel, personal protective equipment, engineering controls, laboratory procedures and all applicable safety precautions.

17.3 Mandatory law. Nothing in these Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited.

18. Environmental Damage and Disposal

18.1 Buyer’s responsibility. The Buyer and end user are solely responsible for the proper handling, containment, storage, transportation, treatment, discharge, recycling and disposal of Products, packaging and resulting waste in accordance with applicable environmental, occupational health and safety, dangerous-goods, waste-management and other laws and regulations.

18.2 Exclusion. BioChemazone shall not be responsible for environmental contamination, spills, releases, emissions, wastewater contamination, soil or groundwater contamination, remediation expenses, clean-up costs, regulatory penalties, environmental claims or third-party claims resulting from the Buyer’s or end user’s possession, handling, storage, use, processing, transportation or disposal of a Product, except to the extent that liability cannot lawfully be excluded.

18.3 Waste classification. The Buyer must independently determine whether any Product, mixture, by-product or waste generated through its activities requires special handling, treatment or disposal. BioChemazone does not take back Products, containers or waste for disposal.

19. Experimental and Research Results

19.1 No guaranteed results. BioChemazone does not warrant or guarantee that any Product will produce a particular experimental, analytical, scientific, commercial, regulatory or research result.

19.2 Many variables. Experimental results may vary depending on protocols, equipment, instruments, environmental conditions, storage, operator technique, sample preparation, product combinations, dilution, contamination, calibration, test methodology and other factors outside BioChemazone’s control.

19.3 Exclusion. Accordingly, BioChemazone shall not be responsible for failed experiments, unsuccessful studies, invalidated results, loss of samples, loss of research material, repeated testing, project delays, rejected publications, failed validation, failed regulatory submissions, or costs associated with repeating or modifying an experiment or study.

19.4 Scope of product documentation. Product specifications and certificates supplied by BioChemazone relate only to the parameters expressly stated in the applicable product documentation and do not constitute a guarantee of suitability for the Buyer’s particular application.

20. Instrument, Equipment and Device Compatibility

20.1 Buyer determines compatibility. The Buyer is solely responsible for determining the compatibility of BioChemazone Products with any instrument, analyzer, sensor, device, tubing, pump, membrane, coating, test fixture, reactor, laboratory equipment, manufacturing equipment or other system.

20.2 No compatibility warranty. BioChemazone does not warrant that a Product will be compatible with any particular equipment, material, component, analytical method or operating condition unless such compatibility is expressly guaranteed in writing by BioChemazone.

20.3 Exclusion. To the maximum extent permitted by applicable law, BioChemazone shall not be liable for instrument or equipment malfunction, clogging, corrosion, fouling, staining, blockage, sensor failure, calibration changes, contamination, deterioration, loss of performance, downtime, repair costs, replacement costs or other equipment-related losses resulting from use of a Product.

20.4 Test at small scale first. Buyers should conduct small-scale compatibility and validation testing before introducing a Product into valuable, sensitive, calibrated, automated or difficult-to-clean equipment.

21. Modification, Dilution and Combination With Other Materials

21.1 After the Product is changed. BioChemazone is not responsible for the performance, stability, safety, compatibility or characteristics of a Product after it has been diluted, modified, reformulated, contaminated, supplemented, mixed with another substance, subjected to additional processing, transferred into another container, or used outside the recommended storage or handling conditions.

21.2 Technical suggestions. Any technical suggestion concerning dilution, preparation, reconstitution, processing or application is provided for general informational purposes unless expressly incorporated into a written product specification.

22. Buyer’s Duty to Validate

Any recommendation, technical information, specification, formulation information, application guidance or other assistance provided by BioChemazone does not replace the Buyer’s own technical evaluation. The Buyer remains solely responsible for:

• determining suitability for the intended application;
• validating experimental methods and protocols;
• verifying compatibility with instruments, devices, materials and processes;
• complying with applicable laws, regulations, standards, permits and institutional requirements; and
• implementing appropriate health, safety, environmental and quality-control procedures.

23. Technical Information and Recommendations

23.1 Given in good faith. Technical information, recommendations, application suggestions, literature references, correspondence and responses provided by BioChemazone are supplied in good faith for informational purposes. Product information is obtained from sources believed to be reliable and is correct to the best of our knowledge, but it is not guaranteed.

23.2 Not professional advice. Such information does not constitute professional engineering, medical, environmental, regulatory, legal or safety advice and does not create a warranty or guarantee of results.

23.3 Verify before relying. The Buyer must independently verify information relevant to its particular application before relying upon it.

24. Limited Warranty and Exclusive Remedy

24.1 Limited warranty. BioChemazone warrants only that, at the time a Product is delivered to the carrier, it conforms to its Specification. This warranty is given to the original Buyer only and cannot be transferred.

24.2 Replacement for mould growth. If mould appears in a Product that has been stored as directed on its label, BioChemazone will replace it free of charge when the problem is reported within 30 days of delivery for non-stabilized (preservative-free) solutions, or within 60 days of delivery for stabilized (preserved) solutions. No warranty applies after these periods.

24.3 What is not covered. The limited warranty does not apply to any Product that has been misused, stored or handled other than as directed, opened and then contaminated, diluted, mixed, modified, transferred to another container, used after its expiry date or damaged after delivery to the carrier; to normal batch variation in appearance; or to any claim not made in accordance with Section 9.

24.4 Exclusive remedy. If a Product is shown not to meet its Specification, BioChemazone will, at its sole option, replace it with a conforming Product or issue store credit equal to the price paid for it. This is the Buyer’s sole and exclusive remedy, and BioChemazone’s entire obligation, for any non-conforming or defective Product. No refund is given.

25. No Other Warranties; No Guarantee of Fitness for a Particular Purpose

25.1 No fitness warranty. Except for any express written Specification provided by BioChemazone, Products are supplied without any representation or warranty that they are suitable for a Buyer’s particular experiment, device, process, instrument, research objective, regulatory requirement or commercial application.

25.3 Website. BioChemazone does not warrant that the Products will meet your requirements, that this website will be uninterrupted, error-free or free of viruses or other harmful components, or that its content is accurate, complete or current. Any reliance on the Products, services or website is at your own risk.

26. Release and Waiver

26.1 Release. To the maximum extent permitted by applicable law, you, on behalf of yourself and your organization, employees, agents, end users, successors and assigns, release and forever discharge the BioChemazone Parties from, and waive any right to sue or seek compensation for, all claims, demands, damages, losses and liabilities of any kind arising out of or connected with the purchase, handling, storage, transport, use, misuse or disposal of the Products, other than the remedies expressly provided in these Terms.

26.2 Consideration. This release and waiver is given in consideration of BioChemazone agreeing to sell Products to you, which it would not otherwise do.

27. Indemnification

To the maximum extent permitted by applicable law, the Buyer agrees to indemnify, defend and hold harmless the BioChemazone Parties from and against all claims, demands, actions, liabilities, damages, losses, fines, penalties, clean-up costs, remediation costs, costs and expenses of any nature, including reasonable legal fees and including claims made by third parties, arising out of or relating to:

1. the Buyer’s or end user’s purchase, handling, storage, transportation, processing, modification, use, misuse, resale, distribution or disposal of a Product, whether it is used alone or in combination with any other substance;
2. use of a Product contrary to applicable documentation, warnings, laws, regulations or generally accepted laboratory or safety practices;
3. any injury to or death of any person, or any damage to property, connected with the Products after their delivery to the carrier;
4. environmental releases or contamination caused after the Product comes under the Buyer’s or its carrier’s control;
5. incorporation of a Product into another product, device, formulation, experiment or process;
6. the Buyer’s violation of any law, regulation or third-party right, including any patent or other intellectual property right;
7. any activity on this website carried out under the Buyer’s account or internet connection, including negligent or wrongful conduct; or
8. the Buyer’s breach of these Terms or of any representation made under them,

except to the extent finally determined to have resulted from BioChemazone’s liability that cannot lawfully be excluded or limited. This obligation applies to all Products, customized Products, contracts and services supplied by BioChemazone, and it survives the delivery, completion, termination or expiry of any order or agreement.

28. Limitation of Liability

28.3 Exclusive remedy. The Buyer’s exclusive remedy is, at BioChemazone’s option, replacement of the Product or store credit, as set out in Sections 10, 11 and 24.

28.4 Fair allocation of risk. The Buyer acknowledges that the prices of the Products reflect the allocation of risk in these Terms, that BioChemazone would not supply the Products without these limitations, and that the Buyer is best placed to control and to insure against the risks of its own use of the Products.

28.5 Mandatory law. Nothing in these Terms excludes or limits liability for fraud, or any other liability, to the extent that it cannot lawfully be excluded or limited. Where the law of your jurisdiction does not allow a particular exclusion or limitation, it applies to you only to the extent permitted.

29. Maximum Protection Permitted by Law

29.1 Fullest effect. The exclusions, disclaimers, releases, indemnities and limitations contained in these Terms shall apply to the maximum extent permitted by applicable law, for the benefit of each of the BioChemazone Parties, and whether or not any remedy fails of its essential purpose.

29.2 Minimum modification. If any provision is determined to be invalid, unlawful or unenforceable, that provision shall be modified or limited only to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

30. Intellectual Property

All content on this website, including text, graphics and code, is the property of BioChemazone or its licensors and is protected as a collective work by the copyright laws of Canada and other countries. All rights are reserved. BioChemazone™ and all other trademarks, service marks and trade names of BioChemazone used on this website are trademarks or registered trademarks of Chemazone Inc.

You may view, download and print portions of this website solely for your own non-commercial use or to place an order with us. Any other use, including reproduction, distribution, display or transmission of the content, is prohibited without our written authorization. You must not alter or remove any proprietary notice from downloaded material. The sale of a Product does not transfer any right in BioChemazone’s formulations, methods or know-how, and the Buyer must not analyse a Product in order to copy it for commercial supply.

31. Use of the Website

You must not use this website to harass any person; to impersonate BioChemazone, its employees or any other person; to upload or distribute content that is unlawful, defamatory, obscene, threatening, abusive, invasive of privacy or otherwise objectionable; or to post commercial content or solicit others for any other commercial service or organization.

BioChemazone does not review all user-generated content and is not responsible for it. We may block or remove any content we consider abusive, defamatory, obscene, fraudulent, deceptive, misleading, infringing or otherwise unacceptable, and may refuse service to anyone who breaches these Terms.

Links to third-party websites are provided for convenience only. BioChemazone does not control those websites, which have their own terms and privacy practices, and you access them at your own risk.

32. Product Information, Images and Errors

Product images are for reference and illustration only. The actual appearance of a Product, including its colour, texture, container and label, may vary with formulation and batch.

If a Product is listed at an incorrect price or pack size because of a typographical or other error, BioChemazone may refuse or cancel any order for it, whether or not the order has been confirmed and payment taken. If payment has already been taken and the order is cancelled, we will credit the amount charged to the original payment method.

33. Privacy

Our collection and use of personal information is described in our Privacy Policy, which forms part of these Terms. By using this website you consent to that policy. We use commercially reasonable security measures to protect information, and we do not sell, rent or trade the personally identifying information of our users.

34. Governing Law, Venue and Dispute Resolution

34.1 Governing law. These Terms, your use of this website and every quotation, order and sale of Products are governed exclusively by the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

34.2 Talk to us first. Before starting any legal proceeding, the Buyer must give BioChemazone written notice of the dispute, with supporting details, and allow thirty (30) days for the parties to try to resolve it in good faith.

34.3 Exclusive venue. Any proceeding arising out of or relating to these Terms, this website or the Products must be brought exclusively in the courts of the Province of Alberta sitting at Edmonton, Alberta, Canada. You submit to the jurisdiction of those courts and waive any objection based on venue or inconvenient forum.

34.4 Collection and urgent relief. Despite Section 34.3, BioChemazone may bring proceedings in any court of competent jurisdiction to recover amounts owed to it, to enforce an indemnity or a judgment, or to protect its intellectual property or confidential information.

34.5 Individual claims only. To the extent permitted by law, claims may be brought only on an individual basis and not as a plaintiff or member in any class, collective or representative proceeding.

35. Time Limits for Claims

35.1 Notice comes first. No claim relating to a shipment or a Product may be pursued unless written notice was given within the periods required by Sections 9, 10 and 24.

35.2 Time limit for proceedings. To the extent permitted by law, any claim or cause of action relating to this website or to the purchase of Products must be commenced within thirty (30) days after it arises, failing which it is permanently barred. Where applicable law does not permit that period, the shortest period permitted by that law applies instead.

36. General Provisions

• Changes to these Terms. BioChemazone may amend these Terms and the Privacy Policy at any time without prior notice. Changes take effect when they are posted on this website. The Terms in effect on the date of your order apply to that order, and we recommend that you keep a copy. Continued use of the website or purchase of Products after a change constitutes acceptance of the revised Terms.
• Term and termination. These Terms apply from your first use of this website or your first order. BioChemazone may terminate them, or any part of them, at any time without notice.
• Survival. Sections 4, 6 to 29 and 34 to 36 survive the delivery, completion, cancellation, termination or expiry of any order or agreement.
• Events beyond our control. BioChemazone is not liable for any failure or delay caused by events beyond its reasonable control, including carrier delays, customs actions, supply shortages, natural events, epidemics, labour disputes, utility or network failures and government action.
• No waiver. BioChemazone’s failure to insist on or enforce any provision is not a waiver of that provision or of any right. No course of dealing or trade practice modifies these Terms. A goodwill replacement, credit or other accommodation given in one case is not an admission of liability and does not oblige BioChemazone to give it again.
• Severability. If any provision is held to be invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in full force.
• Assignment. BioChemazone may assign its rights and obligations under these Terms at any time without notice. The Buyer may not assign them without BioChemazone’s written consent.
• No third-party rights. These Terms are for the benefit of BioChemazone and the Buyer only, except that each of the BioChemazone Parties may rely on the releases, indemnities, exclusions and limitations given in its favour.
• Notices. BioChemazone may give notice by email, by a general notice on this website, or by any other reliable method to the address you have provided. Notices to BioChemazone must be sent in writing to the contact details in Section 37.
• Electronic acceptance. Orders, acknowledgements and acceptance of these Terms given electronically, including by ticking a box, clicking a button or sending an email, are as binding as a signed document.
• Language. The parties have required that these Terms and all related documents be drawn up in English. If these Terms are translated, the English version prevails.
• Headings and summaries. Headings, the “Key terms at a glance” summary and the delivery quick guide are for convenience only and do not limit or change the numbered Sections.
• Entire agreement. These Terms, together with any written agreement signed by an authorized representative of BioChemazone, are the entire agreement between you and BioChemazone regarding the Products and this website.

37. Contact

Questions about these Terms, and all claims and notices, may be sent to Chemazone Inc. (BioChemazone™), 6205 39 Street, Leduc, Alberta T9E 0Z3, Canada. Email: info@biochemazone.com. Telephone: +1-780-612-4177 or +1-365-888-7013.

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