Terms and Conditions of Sale

For ChitoLytic Operations and Website

Acceptance of Terms — By purchasing and accepting delivery of products supplied by ChitoLytic (“Products”) you agree to be bound by these terms and conditions (the “Terms and Conditions”).  Terms or conditions contained in any order form or other document submitted by you which are inconsistent with, or in addition to, these Terms and Conditions are rejected, objected to and shall be deemed void and of no force or effect.

1. Changes — Once submitted, any change(s) to your order(s) may be made only with advance written approval of ChitoLytic and such changes may require different terms, including a change in the price and/or time of delivery.  Once submitted, you may not cancel any order unless cancellation is expressly approved by ChitoLytic in writing, which approval may be contingent on your payment of ChitoLytic’s costs or other charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on ChitoLytic by its suppliers, and any other costs resulting from cancellation.  A verified bill of costs issued by an officer or other authorized representative of ChitoLytic shall be conclusive as to the amount of such costs.  ChitoLytic reserves the right to cancel any order, in whole or in part, upon your breach of these terms and conditions or your bankruptcy, insolvency, dissolution, receivership proceedings, or upon the occurrence of any event leading ChitoLytic to reasonably question your willingness or ability to perform.

2. Delivery, claims— All sales will be delivered Ex Works ChitoLytic’s shipping point unless otherwise noted.  If shipping and handling charges are quoted or invoiced, they will include charges in addition to actual freight costs.  Delivery of Products to the carrier at ChitoLytic’s shipping point shall constitute delivery to you and you shall bear all risk of loss or damage in transit.  The general method of shipment is listed in the quote or invoice provided.  However, ChitoLytic reserves the right, in its sole discretion, to determine the exact method of shipment for any particular shipment.  Immediately upon your receipt of any Products shipped hereunder, you shall inspect the same and shall notify ChitoLytic in writing of any claims for shortages, defects or damages and shall hold Products for ChitoLytic’s written instructions concerning disposition.  If you fail to so notify ChitoLytic within five days after the Products have been received by you, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the you.

3. Delays— Any specified delivery dates are estimates only and do not represent a promise by ChitoLytic to deliver Products at a date certain.  ChitoLytic shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond ChitoLytic’s reasonable control, including, without limitation, unsuccessful reactions, act(s) of you, embargo or other governmental act, regulation or request affecting the conduct of ChitoLytic’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.  If any such event continues for longer than 180 days, either party may terminate your order and you will pay ChitoLytic for work performed prior to termination and all reasonable expenses incurred by ChitoLytic as a result of termination.  In the event of delays in delivery or performance caused by force majeure or by you, the date of delivery or performance shall be extended by the period of time ChitoLytic is actually delayed or as mutually agreed.  If, for reasons other than the foregoing, ChitoLytic should default or delay or not deliver Products, your sole remedy against ChitoLytic is an option to cancel your purchase order, through prior written notice to ChitoLytic.

4. Payment and Interest — Unless otherwise stated, payment in full shall be made within 30 days of invoice.  For new customers, as defined as purchasing ≤ 3 orders from ChitoLytic, ChitoLytic requires full payment (100%) of an order(s) in advance and prior to delivery of the Product(s). For established customers, as defined as purchasing ≥ 4 orders from ChitoLytic, the terms of payment would be determined and agreed upon between you and ChitoLytic. If for any reason ChitoLytic, in its sole discretion, deems the collectability of the purchase price to be in doubt, ChitoLytic may delay or postpone the delivery of the Products and may, at its option, change the terms of payment to payment in full or in advance, with respect to the entire undelivered balance of Products.  In the event of default by you in the payment of the purchase price or otherwise, ChitoLytic, at its option, without prejudice to any other of ChitoLytic’s lawful remedies, may defer delivery, cancel your order and any other order of you. You agree to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by you in any of the terms hereof.  Invoices remaining unpaid after their due date will be subject to an interest charge of 1.5% per month (or the maximum rate allowed by law).  You must pay all costs of collection on unpaid amounts, including (without limitation) attorneys’ fees and related costs.

5. Taxes and other charges— ChitoLytic shall not be responsible for the payment of any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority. All other such charges (if any) must be paid by you separately and in addition to the prices quoted or invoiced.

6. Pricing— Any quotation provided by ChitoLytic is firm only if you place a corresponding order within the time specified on the quote or, if no time period is mentioned, within 30 days.  You must request shipment of the entire quantity of Products ordered within 6 months from the date of order, otherwise, ChitoLytic’s standard prices at time of shipment may apply, at ChitoLytic’s option, to future deliveries.

7. Warranties— ChitoLytic warrants that its products shall, at the time of delivery, conform to the description of such products as agreed upon and as provided to you by ChitoLytic through ChitoLytic’s Example Certificate of Analysis (COA) received prior to placing your order.  THIS WARRANTY IS EXCLUSIVE, AND CHITOLYTIC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS.  ChitoLytic’s warranties made in connection with this sale shall not be effective if ChitoLytic has determined, in its sole discretion, that you have misused the Products in any manner, have failed to use the Products in accordance with industry standards and practices, or have failed to use the Products in accordance with instructions, if any, furnished by ChitoLytic.  CHITOLYTIC’S SOLE AND EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO CHITOLYTIC’S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN CHITOLYTIC’S SOLE DISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH CHITOLYTIC’S INSTRUCTIONS.  CHITOLYTIC SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF CHITOLYTIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, COST OF CAPITAL, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, ANY LIABILITY OF BUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY CHITOLYTIC’S GROSS NEGLIGENCE.  THE EXCLUSION OF SUCH DAMAGES AND/OR CLAIMS SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY ARISING FROM THE PURCHASE AND/OR THESE TERMS AND CONDITIONS.  CHITOLYTIC’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO CASE EXCEED THE CONTRACT PRICE FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE BREACH.  THESE EXCLUSIONS AND LIMITATIONS ON DAMAGES SHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY.  ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF SHIPMENT, REGARDLESS OF THEIR NATURE.

8. Your Use of Products— You expressly represent and warrant to ChitoLytic that you will properly test, use, manufacture and market any Products purchased from ChitoLytic and/or materials produced with Products purchased from ChitoLytic in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted.  You further warrant to ChitoLytic that any material produced with Products from ChitoLytic shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act of the United States of America and under Sections 404, 505, or 512 of the Act and Canada.

You have the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from ChitoLytic.  You also assume the duty to warn your employees, those associated with you and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products.  You agree to comply with instructions, if any, furnished by ChitoLytic relating to the use of the Products and not misuse the Products in any manner.  If the Products purchased from ChitoLytic are to be repackaged, relabeled or used as starting material or components of other products, you agree that you will verify ChitoLytic’s assay of the Products.

9. Returns— Products may not be returned for credit except with ChitoLytic’s permission, and then only in compliance with ChitoLytic’s return shipment instructions.  You must obtain advance written authorization from ChitoLytic prior to returning any Products.  Certain items and quantities may not be returned for credit or under any circumstances.  Any returned items may be subject to a 20% processing fee and must be returned within 90 days of purchase.

10. Miscellaneous— ChitoLytic’s failure to strictly enforce any particular term or condition contained herein or to exercise any right with respect to your order shall not constitute a waiver of ChitoLytic’s right to strictly enforce such terms or conditions or exercise such right thereafter.  All rights and remedies are cumulative and are in addition to any other rights and remedies ChitoLytic may have at law or in equity.  Any waiver of a default by you shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter.  If any of these terms shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.  These Terms and Conditions shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.

11. Governing Law, Disputes— All disputes allegedly arising from the legality, interpretation, application, or performance of your order, the Products or any of these Terms and Conditions shall be governed by the laws of Canada including its conflict of laws principles.  Each party agrees that any dispute arising between them which results in either party instituting court proceedings shall be litigated in Canada.  Notwithstanding the foregoing, nothing in this section shall prevent ChitoLytic from bringing a claim in any court having jurisdiction over you to enjoin infringement of ChitoLytic’s trademark, patent or other intellectual property rights, or to prevent irreparable harm to ChitoLytic.  The parties agree to waive, to the fullest extent permitted by law, any and all rights to a trial by jury in connection with any dispute.

12. Indemnity — You shall indemnify and hold ChitoLytic, its corporate affiliates, agents, employees and representatives harmless from and against any and all claims, damages, losses, costs or expenses (including attorney’s fees) resulting from your (a) sale or use of the Products, (b) breach of the provisions and representations contained in the Terms and Conditions or (c) negligence, recklessness or misconduct.

Terms and Conditions of ChitoLytic.com Website

These Website Standard Terms and Conditions written on this webpage shall manage your use of our website, www.chitolytic.com accessible at www.chitolytic.com.

These Terms will be applied fully and affect to your use of this Website. By using this Website, you agreed to accept all terms and conditions written in here. You must not use this Website if you disagree with any of these Website Standard Terms and Conditions.

Minors or people below 18 years old are not allowed to use this Website.

Intellectual Property Rights

Other than the content you own, under these Terms, ChitoLytic and/or its licensors own all the intellectual property rights and materials contained in this Website.

You are granted limited license only for purposes of viewing the material contained on this Website.

Restrictions

You are specifically restricted from all of the following:

• publishing any Website material in any other media;
• selling, sub-licensing and/or otherwise commercializing any Website material;
• publicly performing and/or showing any Website material;
• using this Website in any way that is or may be damaging to this Website;
• using this Website in any way that impacts user access to this Website;
• using this Website contrary to applicable laws and regulations, or in any way may cause harm to the Website, or to any person or business entity;
• engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website;
• using this Website to engage in any advertising or marketing.

Certain areas of this Website are restricted from being access by you and ChitoLytic may further restrict access by you to any areas of this Website, at any time, in absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality as well.

Your Content

In these Website Standard Terms and Conditions, “Your Content” shall mean any audio, video text, images or other material you choose to display on this Website. By displaying Your Content, you grant ChitoLytic a non-exclusive, worldwide irrevocable, sub licensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.

Your Content must be your own and must not be invading any third-party’s rights. ChitoLytic reserves the right to remove any of Your Content from this Website at any time without notice.

Your Privacy

Please read Privacy Policy.

No warranties

This Website is provided “as is,” with all faults, and ChitoLytic express no representations or warranties, of any kind related to this Website or the materials contained on this Website. Also, nothing contained on this Website shall be interpreted as advising you.

Limitation of liability

In no event shall ChitoLytic, nor any of its officers, directors and employees, shall be held liable for anything arising out of or in any way connected with your use of this Website whether such liability is under contract.  ChitoLytic, including its officers, directors and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.

Indemnification

You hereby indemnify to the fullest extent ChitoLytic from and against any and/or all liabilities, costs, demands, causes of action, damages and expenses arising in any way related to your breach of any of the provisions of these Terms.

Severability

If any provision of these Terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.

Variation of Terms

ChitoLytic is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review these Terms on a regular basis.

Assignment

The ChitoLytic is allowed to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification. However, you are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

Entire Agreement

These Terms constitute the entire agreement between ChitoLytic and you in relation to your use of this Website, and supersede all prior agreements and understandings.

Governing Law & Jurisdiction

These Terms will be governed by and interpreted in accordance with the laws of the Province of Newfoundland and Labrador, Canada, and you submit to the non-exclusive jurisdiction of the Province and federal courts located in Canada for the resolution of any disputes.

Signed:

Jason Copley
Manager Quality Assurance                                                                       Date: July 1, 2019