Terms and Conditions Governing Online Sales

These terms govern the purchase and sale of products through the website of Dexter Research Center, Inc. All online sales are contingent upon acceptance of these terms, so please review them carefully.

1. The Online Contract is a Legal Agreement.

1.1 Legal Agreement. These “Terms and Conditions” (“Terms”) are a part of the online contract (“Contract”) between Dexter Research Center, Inc. (“DRC”), as the supplier of certain products (“Products”), and the person, company, institution, or entity (“Customer”) placing the Purchase Order.

1.2 Entire Contract. The following documents comprise the entire Contract between the parties with respect to Products purchased online by Customer from DRC: (a) the Terms; (b) the Purchase Order and (c) DRC’s Privacy Policy, located at http://dexterresearch.com/?module=Page&sID=privacy-policy.

1.3 Sole Terms. The Contract supersedes all promises, understandings, and prior or contemporaneous agreements on the same subject matter. No amendment, modification or supplement to this Contract shall be binding unless it is in writing, signed by an authorized representative of each party.

2. Website. DRC may modify the content at its Website (“Site”) at any time for any reason, including the availability and pricing of Products. Customer’s use of the Site is personal to Customer, is not transferable, and is subject to any limits established by DRC or by Customer’s credit card company. The links on DRC’s Sites to other websites are provided for informational purposes do not necessarily indicate endorsement by DRC or such third parties.

3. Acceptance of Terms. The Contract is effective when DRC receives an electronic communication generated by its system indicating Customer has agreed to the Terms, completed a Purchase Order and made all payments required at the point of acceptance of the Contract.

4. Notices. All required communications shall be transmitted via electronic mail to the address of the Customer at its address on the Purchase Order and to DRC at the address indicated at the point of payment. All communications will be deemed given when transmitted. Please maintain a copy of your email communications to DRC.

5. Accounts; Payments; Taxes.

5.1 U.S. Dollars. All prices and fees are stated in U.S. Dollars.

5.2 Customer Obligations. Customer represents and warrants that (a) the credit card information provided on the purchase order is accurate and complete, (b) Customer shall be responsible for payment of all purchases, whether honored by Customer’s credit card company, (c) Customer shall pay all applicable taxes, and shipping and handling charges, as set forth in any Purchase Order or other communication regarding payment

6. Change Orders. Customer may, at any time prior to shipment, request modification of a Purchase Order via a Change Order in any of the following respects: product identification; quantity; ship date; packing requirements; or delivery schedules, by contacting us at (734) 426-3921. DRC is not obligated to accept such requests. If DRC believes it can accommodate a Change Order request, DRC shall advise Customer of the revised information as to delivery dates for the Products and final pricing information. Customer shall confirm via electronic mail whether it accepts or rejects the proposed new terms of sale.

7. Shipping Policy.

7.1 Method of Shipping. All items shipped by DRC shall be prepared and packaged for shipment in a manner that will prevent damage in transit. The prices of the Products include net additional charges relating to transportation (e.g., packing, cartage, shipping, taxes, insurance, or duties). All containers shall contain packing sheets listing each item in the order and the related identification number.

7.2 Risk of Loss. Products are FOB DRC’s manufacturing facility in Dexter, Michigan.

7.3 Coordination. DRC shall give Customer prompt notice of any event that could reasonably affect DRC’s ability to deliver Products pursuant to the terms of any accepted Purchase Order, by way of example, labor dispute, shortage of proper raw materials and components, natural disaster, man-made disaster, inability to secure licenses, or government action.

8. Delivery, Inspection, and Acceptance of Products. After receipt of Products, Customer shall have thirty (30) days to inspect Products for damage or nonconformance. If Customer provides notice and documentation that any of the Products fail to conform in any material respect, DRC shall immediately use its best efforts to remedy that nonconformity within ten (10) business days. In the event that DRC is unable to remedy such nonconformity, Customer may (i) reject the nonconforming Products and obtain a refund of any fees and expenses paid for such Products, (ii) give DRC another attempt to remedy the nonconformance, or (iii) accept the Products AS IS, with no warranty of any kind, at a reduced price agreed upon by the parties.

9. Product Warranties and Exclusive Remedies; Disclaimer.

9.1 Limited Warranty. DRC warrants that Products shall materially conform to their applicable specifications and documentation, and shall be free from defects in materials and workmanship, for a period of one (1) year from the date of shipment when used as set forth in DRC’s documentation. All Products provided will be new and will not be repaired, refurbished, or remanufactured. During the warranty period, DRC will use its best efforts to repair or replace any nonconforming Product within ten (10) days after receipt of written notice of such nonconformance and Customer’s provision of any data, output, or other documentation of the nonconformance. DRC shall provide new, conforming Products by overnight shipment if so requested by Customer and if such Products are in DRC inventory. DRC shall be responsible for all transportation and shipping costs associated with its remedy of defective Products. The duration of the warranty shall be extended by any time period of non-use due to breach of warranty. These remedies are the sole and exclusive remedy available to Customer in the event of a breach of warranty.

9.2 DISCLAIMER. DRC EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9.3 Not Consumer Goods. The Products are not “consumer goods.” Customer has independently determined that the Products are appropriate for Customer’s needs. Regardless of any discussions or information exchange Customer may have had with DRC representatives, Customer acknowledges that it is solely and exclusively responsible for its use of the Products, including their storage, integration with other components, modification or adaptation, packaging, advertising, promotion, labeling, and product claims. DRC does not warrant that the Products will be safe for any particular use intended by Customer. Customer agrees not to sue DRC for any claims relating to the use of the Products by Customer or its downstream users, customers, purchasers, resellers, or other third parties in privity with Customer.

10. Confidentiality. Each party shall treat as confidential any tangible information marked as “Confidential” and shall not disclose such information to any third party, other than as required by law.

11. Intellectual Property. For a period of three (3) years from the date of sale, if the Products become the subject of a third party claim of infringement or misappropriation (or, in DRC’s opinion, may become the subject of a claim), DRC shall promptly provide substitute Products that avoid the claim of infringement/misappropriation, or secure a license from the party alleging infringement so as to allow Customer to use and sell the Products that are the subject of such a claim. The foregoing is the sole and exclusive remedy available to Customer in the event of third party claims relating to intellectual property rights.

12. Limitations of Liability for Damages. IN NO EVENT SHALL DRC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR BUSINESS INTERRUPTION LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THE LIABILITY OF DRC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, AND SUPPLIERS IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

13. Force Majeure. DRC shall not be liable for delay or failure to perform caused in whole or part by circumstances beyond its reasonable control, including, without limitation, acts of God, fire, flood, war, weather, transportation delays, terrorism, vandalism, data destruction, government action, strikes, lockouts or other serious labor disputes, shortage of or inability to obtain material or equipment, or power failures.

14. General Terms; Dispute Resolution; Arbitration.

14.1 Place of Performance. This Contract is executed (signed) and performed in Michigan. It shall be governed by and construed in accordance with the laws of the State of Michigan (without regard to conflict of law principles). The Site is based in, and the Products are provided from, Dexter, Michigan USA. The Site shall be deemed a passive website that does not give rise to personal jurisdiction over DRC, either specific or general, in jurisdictions other than Michigan. This Contract shall be governed by the internal substantive laws of the State of Michigan, without respect to its conflict of laws principles.

No waiver by DRC shall be implied. Any waiver of any term of this Contract must be in writing and signed by an officer of DRC.

14.3 Severability. If any portion of this Contract is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable. The remaining provisions of this Contract will remain in full force and effect.

14.4 Statute of Limitations. Any litigation or other dispute resolution arising out of or related to this Contract must be commenced within one (1) years after the date of the event giving rise to the claim. Otherwise, such causes of actions are permanently barred.

14.5 International Considerations. DRC makes no representations that the Site or Products are available for purchase use in locations other than the United States. Customers are responsible for compliance with applicable laws.

15. Dispute Resolution; Arbitration. The parties shall attempt to resolve any disputes through good faith business negotiations or mutually agreed upon facilitated negotiations/mediation (with each party liable for half the fees of the facilitator/mediator). If such negotiations or facilitation/mediation is unsuccessful or is not commenced within thirty (30) days of written notice to the other party of a claim or dispute (“Claim”), the Claim shall be resolved by arbitration through the American Arbitration Association (Commercial Panel) in Ann Arbor, Michigan. There shall be one (1) arbitrator. The arbitrator shall have demonstrated experience in the technical field that is the subject matter of the Agreement. The arbitrator shall have the power to award legal and equitable remedies and shall be required to make written findings of fact and conclusions of law. The language of the proceedings shall be English. Judgment upon the award may be entered in any court having jurisdiction thereof.

16. Legal Power. The undersigned has actual authority to enter into this Contract and to bind the business organization identified as the account holder.