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LEADING BIOLOGY's Terms and Conditions



Subject to Section 2 below and unless otherwise expressly provided herein, LEADING BIOLOGY warrants that the goods shall conform to LEADING BIOLOGY's standard published specifications or to the attached specifications, if any, when used in accordance with LEADING BIOLOGY's written instructions. Subject to the preceding sentence and except as otherwise expressly provided herein, LEADING BIOLOGY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE GOODS, whether used alone or in combination with any other material.



(a) Immediately upon receipt of each shipment of the goods, Buyer shall inspect the same. Any claim for shortage or return of goods must be made in writing within five (5) business days after Buyer's receipt of such goods. All other claims for any cause whatsoever (whether such cause be based in contract, negligence, strict liability, other tort or otherwise) must be made in writing and received by LEADING BIOLOGY within fifteen (15) days after Buyer learns of the facts upon which such claim is based, but in no event later than sixty (60) days after Buyer's receipt or non-receipt of the goods, in respect to which such claim is made. Failure of LEADING BIOLOGY to receive written notice of any such claim within the applicable time period shall be deemed an absolute and unconditional waiver by Buyer of such claim irrespective of whether the facts giving rise to such claim shall have then been discovered or of whether processing, further manufacture, other use or resale of the goods shall have then taken place. (b) BUYER'S EXCLUSIVE REMEDY SHALL BE FOR DAMAGES, AND LEADING BIOLOGY'S TOTAL LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE BE BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE GOODS IN RESPECT TO WHICH SUCH CAUSE ARISES OR, AT LEADING BIOLOGY'S OPTION, THE REPAIR OR REPLACEMENT OF SUCH GOODS, AND IN NO EVENT SHALL LEADING BIOLOGY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM ANY SUCH CAUSE. LEADING BIOLOGY shall not be liable for, and Buyer assumes liability for, all personal injury and property damage connected with the handling, transportation, possession, processing, further manufacture, or other use or resale of the goods, whether the goods are used alone or in combination with any other material. The Products are not to be used in humans. In the absence of any express written Agreement to the contrary, Products sold by LEADING BIOLOGY, INC. are for research-use-only (RUO), for the exclusive use of the Buyer, and are not to be resold, for the exclusive use of the Buyer, and are not to be resold. Buyer must receive written authorization from LEADING BIOLOGY prior to returning any goods or receiving payment for return transportation charges for such goods. Goods returned due to Buyer order error are subject to a restocking charge equal to fifty percent (50%) of the list price of the returned goods, plus shipping charges. Custom, bulk and/or special orders are final and cannot be canceled or returned to LEADING BIOLOGY. Buyer shall not accept a damaged or short shipment until the delivery carrier has made a "damage" or "shortage" notation on Buyer's copy and the carrier's copy of the freight bill. (c) If LEADING BIOLOGY furnishes technical or other advice to Buyer, whether or not at Buyer's request, with respect to processing, further manufacture, other use or resale of the goods, LEADING BIOLOGY shall not be liable for, and Buyer assumes all risk of, such advice and the results thereof.



LEADING BIOLOGY reserves the right to accept or reject any purchase orders placed by Buyer. Depending upon or size and/or content, LEADING BIOLOGY reserves the right to require partial or full upfront payment prior to Product delivery. All customer service projects shall be required a 50% non-refundable prepayment to initiate. Once received by LEADING BIOLOGY, Buyer has no rights to modify or cancel unilaterally unless LEADING BIOLOGY agrees in writing to modify or cancel said purchase order. Each invoice issued by LEADING BIOLOGY hereunder shall reference the Purchase Order number, and shall specify: (a) the Prices in respect of the Products delivered; (b) the quantity and type of Products delivered; (c) the amount of tax due (if any) in respect of the Products delivered; and (d) any other amounts reimbursable to LEADING BIOLOGY (if any) pursuant to this Agreement. Unless otherwise specified, payment terms are full payment or net thirty (30) days from the date of invoice receipt by the customer, freight on board (F.O.B.) shipping. LEADING BIOLOGY is not liable for any loss or damage during the course of shipping and all responsibility for loss or damage passes to the Buyer upon Buyer's carrier pickup of goods. Title to the Products will pass to Buyer upon LEADING BIOLOGY's delivery of the products to the carrier, subject to the limitations provided in these terms and conditions. The price and terms of payment herein specified may be revised at any time by written notice to Buyer. Buyer may pay by check, or wire transfer at Buyer's discretion. Buyer shall be responsible for paying any bank fees.


Freight, shipping and handling charges are prepaid and added to the invoice. Any increase in freight, shipping or handling rates paid by LEADING BIOLOGY on shipments covered by this contract and hereafter becoming effective and any tax or governmental charge or increase in same (excluding any franchise or income tax or other tax or charge based on income) (a) increasing the cost to LEADING BIOLOGY of producing, selling or delivering the goods or of procuring materials used therein or (b) payable by LEADING BIOLOGY because of the production, sale or delivery of the goods, such as Sales Tax, Use Tax, Retailer's Occupational Tax, Gross Receipts Tax, Value Added Tax, may, at LEADING BIOLOGY's option, be added to the price herein specified. Buyer is solely responsible for any applicable sales, use, or similar tax and shall indemnify LEADING BIOLOGY for any such tax if not properly paid by Buyer.



Deliveries may be suspended by either party in the event of: Act of God, war, riot, fire, explosion, accident, flood, sabotage, labor dispute; lack of adequate fuel, power, raw materials, labor, containers or transportation facilities; compliance with governmental requests, laws, regulations, orders or actions; breakage or failure of machinery or apparatus or any other event, whether or not of the class or kind enumerated herein, beyond the reasonable of such party; which event makes impracticable the manufacture, transportation, acceptance or use of a shipment of the goods or of a material upon which the manufacture of the goods is dependent. Deliveries suspended or not made by reason of this section shall be canceled without liability, but this contract shall otherwise remain unaffected.



LEADING BIOLOGY reserves the right, among other remedies, either to terminate this contract or to suspend further deliveries under it in the event Buyer fails to pay for any one shipment when payment for said shipment becomes due. Should Buyer's financial responsibility become unsatisfactory to LEADING BIOLOGY, cash payment or security satisfactory to LEADING BIOLOGY may be required by LEADING BIOLOGY for future deliveries and for the goods theretofore delivered.

Buyer shall be liable to LEADING BIOLOGY for (a) interest at a rate equal to the highest applicable lawful interest rate on invoiced amounts not paid within thirty (30) days after the invoice date, with interest to accrue monthly until full payment is received and (b) all costs and fees, including attorneys' fees, which LEADING BIOLOGY may incur in any action to collect said overdue invoice amounts.



In the absence of an express written Agreement to the contrary, all Products are sold by LEADING BIOLOGY for the exclusive use of the Buyer and shall not to be resold, transferred, or conveyed, in whole or in part, to any other party.



Buyer shall hold harmless, indemnify and defend (at LEADING BIOLOGY's request) LEADING BIOLOGY for any and all damages, liabilities, costs and expenses (including any costs of litigation, including but not limited to, attorneys' fees and any other costs and expenses), fines, or losses in connection with any threatened or actual claims, actions, demands, investigations, or suits, including, but not limited to, claims or suits by third parties, arising out of any of the following: (a) Buyer's negligent or willful acts, or those of its employees and/or agents, (b) such Products being repaired or altered by persons other than LEADING BIOLOGY (unless expressly authorized in writing by LEADING BIOLOGY), (c) in the event that Buyer modifies, or combines with any non-LEADING BIOLOGY goods or products, any of the Products purchased from LEADING BIOLOGY, and such modification or combination results in the actual or alleged infringement of any intellectual property rights of any third party, (d) from Products produced by LEADING BIOLOGY according to Buyer's specifications, (e) any violations of export control laws by Buyer, or (f) Buyer's breach of any provision in these Terms.



Neither Party, directly or indirectly, intends to use the proceeds of any transaction covered under this Agreement for any purpose which would breach any applicable anti-bribery or anti-corruption legislation in which either Party or its Affiliates conduct business.



This Agreement shall be governed by and construed in accordance with the laws of the California exclusive of its choice of law principles. The court shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each party hereby consents to the jurisdiction and venue of such courts.



If any term, condition or provision of this contract or the application thereof is judicially determined to be invalid or unenforceable, the remainder of this contract and the application thereof shall not be affected thereby, and this contract shall otherwise remain in full force and effect.



These terms and conditions constitute the full understanding of the parties, a complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of the Buyer accepting an invoice. Except as provided in Section 6 hereof, no conditions, usage of trade, course of dealing or performance, understanding or Agreement purporting to modify, vary, explain or supplement the terms or conditions of this contract shall be binding unless hereafter made in writing and signed by the party to be bound, and no modification shall be effected by the acknowledgment or acceptance of purchase order or shipping instruction forms containing terms or conditions at variance with or in addition to those set forth herein. No waiver by either LEADING BIOLOGY or Buyer with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing signed by the party to be bound.


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