1. Quotations

Quotations expire thirty (30) days from the date issued unless otherwise stated in the quotation. All pricing is in Canadian dollars. Any purchase order issued by the customer upon an expired quotation may be accepted by the Mandel Scientific at its sole discretion; any such acceptance will be communicated to the customer in writing.

2. Delivery

Unless otherwise agreed, all orders will be shipped FOB Destination and delivery charges will be prepaid and added to the invoice. Risk of loss passes to the customer’s destination. Mandel Scientific will use reasonable efforts to meet the indicated delivery dates but will not be held responsible for its failure to do so. In the event of any delay in delivery caused by the customer, Mandel Scientific will store and handle all items at the customer’s risk and will invoice the customer for the unpaid portion of the contract price, plus applicable storage, insurance and handling charges. The invoice will be payable in full within thirty (30) days from the invoice date. Mandel Scientific has the right to make partial shipments and bill for those shipments.

* University of Guelph only: As a local supplier, Mandel offers University of Guelph free ground shipping on purchases up to 30 lbs. This offer excludes hazardous goods, dry/blue ice or expedited shipments which are subject to Mandel standard delivery charges. Shipping and handling fees, special packaging fees (e.g. for dry ice) and hazardous material fees imposed by the government will be added to the invoice separately. In some cases, hazardous material is shipped separately from other goods on the same order.

Delivery does not include uncrating, unpacking or transfer of product. If the customer’s loading area is not between 42” – 44” above ground, a power tailgate truck may be required at additional delivery charge.

3. Taxes

Prices do not include any applicable provincial and/or federal taxes and the amount of such taxes may be required to pay or collect will be added to each invoice and paid by the customer unless the customer has furnished a valid exemption certificate prior to shipment.

4. Payment Terms

Full payment is due thirty (30) days from date of invoice unless otherwise agreed. Title to the goods/products does not pass until paid for in full. All past due accounts are subject to a 1.5%per month service charge. If at anytime Mandel Scientific doubt’s the Buyer’s financial responsibility, Mandel Scientific may decline to make further deliveries except upon receipt of satisfactory cash or security or Buyer’s payment of all arrearages in advance of delivery.

5.

In the event the customer does not comply with any part of these Terms and Conditions, Mandel Scientific shall have the right to elect to accelerate and declare immediately due and payable all debts and obligations of the customer of any nature due to Mandel Scientific, whether under this contract or otherwise, and, in addition, Mandel Scientific may refrain from making any further shipments, whether under this contract or another contract, until such default or noncompliance is remedied.

If at any time there is a substantial change in the financial condition of the customer arising from a change in business or market conditions or otherwise, or if the customer is unable to pay its debts as they become due, makes an assignment for the benefit of creditors, of if petition is filed under any applicable chapter of the relevant bankruptcy law respecting the customer, or if a lien, arising from judicial process or otherwise, is placed on any asset of the customer, or if any tax lien is filed against the customer, Mandel Scientific at its option shall have the right to declare all amounts accrued under this or any other contract immediately due and to change its payments terms, hereunder, or any other contract between the customer and Mandel Scientific for any future deliveries, including, but not limited to, requiring cash in advance of delivery or delivery of an acceptable Letter of Credit.

Any failure of performance of these Terms and Conditions by the customer shall be grounds for Mandel Scientific, in addition to any remedies of Mandel Scientific provided by law, to cancel or terminate this contract and all other contracts of sale between the customer and Mandel Scientific, and to recover all damages provided by law.

6. Changes

Mandel Scientific reserves the right to change product specifications, quantities, designs or prices without notice and without liability for such changes, upon mutual consent.

7. Damaged Shipments

All shipments should be inspected upon delivery. Do not accept any damaged goods until the carrier has noted the damage on your delivery receipt. Notify the carrier and Mandel Scientific of the damaged goods within forty-eight (48) hours. Keep all packing material for inspection. Mandel Scientific reserves the right to repair the damaged goods before a replacement or credit is determined.

8. Product Returns

All returns must be authorized by Mandel Scientific and must be requested within thirty (30) days of invoice date. All returns are subject to a 20% restocking charge, however, this charge will depend on the particular circumstances. The customer is responsible for all shipping charges related to the returned product, unless the return is due to an error made by Mandel Scientific, a defective product or damaged shipment. Damages resulting from improper packing of returned products are solely the customer’s responsibility.

A return authorization number must be obtained from Mandel Scientific’s Customer Service Representatives prior to returning any products and such return authorization number is valid for only fifteen (15) days from date of issuance. The return authorization number must be clearly marked on all shipping labels and on the courier waybill. Do not write on the original packaging. Shipments without an RA number will be refused.

Product returns must be shipped to the following address:

Mandel Scientific Company Inc.

Attn.: RA Receiving Dept.

2 Admiral Place

Guelph, ON N1G 4N4

Product returns must include the following information:

(a) Customer Code

(b) Customer Name and Address

(c) Purchase Order Number,

(d) Company’s Sales Order Number,

(e) Invoice Date,

(f) Item/Part number(s) of return product(s), and

(g) Reason for Return.

Products not authorized for return include:

(a) Discontinued or obsolete products,

(b) Products with an expired shelf life or an expiration date too short to sale,

(c) Chemicals, reagents or any controlled products,

(d) Products purchased on a custom order basis,

(e) Products not in completely resalable condition (i.e. – damaged products, missing or defaced labeling or

packaging)

(f) Electrical and electronic components

(g)Non-stock items – These items maybe returned if Mandel Scientific supplier will accept the product(s)

for credit. Any restocking charges in excess of 20% from the Mandel Scientific supplier will result in

additional restocking charges.

All product returns must be free of contamination (i.e. chemical, radioactive, and biohazardous); each return must accompany a written notification that products returned is properly decontaminated. Mandel Scientific reserves the right to refuse acceptance of any item(s)/part(s) that appears not to have been decontaminated.

Each product return must be complete will all components, accessories and literature originally shipped by Mandel Scientific and in original packaging.

9. Limitation of Liability

In no event shall Mandel Scientific, its directors, officers, employees, affiliates, successors or assigns or other representatives be liable for any loss, claim, expense or damage caused by, contributed to or arising out of the acts or omissions of the customer or third parties, whether negligent or otherwise. In no event will Mandel Scientific’s aggregate liability for any and all types of damages or losses related to these Terms and Conditions or the products or services sold or delivered pursuant hereto exceed the cost of the item giving rise to the claim whether based in contract, warranty, indemnity or tort (including negligence).

10. Warranties

Mandel Scientific warrants that the equipment covered by this warranty will be free from defects in workmanship and materials under normal use for a period of one (1) year from the date of shipment. Should any such defects be found and reported to Mandel Scientific during the terms of the warranty, Mandel Scientific will correct such defects, furnishing replacements parts and labor free of charge to the customer.

Mandel Scientific warrants that services will be performed in good workmanship manner in conformity to industry standards. Should any nonconformity be detected within thirty (30) days after the work is completed and prompt notification is made by the customer in writing to Mandel Scientific, Mandel Scientific will supply the necessary service, direction or consultation to correct the nonconformity.

Excluded from the warranties are problems due to accidents, misuse, misapplication, storage, damage, negligence or modification to the product or services and their components.

11. Force Majeure

Mandel Scientific’s inability to fulfill its obligations under these Terms and Conditions resulting from defaults or delays caused by conditions beyond Mandel Scientific’s reasonable control including but not limited to storms, floods, other acts of nature, fires, explosions, riots, war or civil disturbance, strikes or other labour unrests, embargoes and other governmental actions or regulations which would prohibit either party from ordering or furnishing products or from performing any other aspects of the obligations hereunder, delays in transportation, and shortages or unavailability of materials will extend the period for the performance of the obligations for the period equal to the period(s) of any such delay(s) and customer will not have the right to termination, provided that Mandel Scientific will continue to perform to the extent feasible in view of such force majeure.

12. Governing Law

These Terms and Conditions shall be exclusively governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.