Credit Cards: We accept American Express, Visa and Master Card Indemnity: Buyer shall indemnify, defend, and hold harmless Labecx.com and the Supplier, and their employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Labecx.com or a Supplier may sustain . or incur arising from (a) the Buyers use of the Products purchased hereunder, (b) the Buyers failure to comply with any applicable laws and regulations (including without limitation those regarding the export of products or technology abroad, the Toxic Substance Control Act, and the Food, Drug and Cosmetic Act) or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase and use the Products, or (c) the Buyers breach of any of its obligations set forth in these Terms or in the Agreement; provided, that Labecx.com provides Buyer with: (i) prompt written notice of such claim; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance at Buyers expense to settle and/or defend any such claim. Notwithstanding the foregoing, Buyer shall not settle any such claim, suit or proceeding without the written consent of Labecx.com , which shall not be unreasonably withheld. 9. Warranty: Labecx.com provides no warranty with respect to the Labecx.com System or the Products sold hereunder. Buyer receives a warranty on the Products, if any, directly from the Supplier. Upon the request of the Buyer, Labecx.com will use best efforts to inform the Buyer of the warranty policy of a particular supplier, or to direct buyer to a source of such information. Labecx.com makes no other warranty, express or implied, with respect to the Labecx.com system or the products sold hereunder. Labecx.com expressly disclaims the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. 10. limitation of liability: Labecx.com shall not be liable for costs of procurement of substitute products or services, nor for any loss of business, loss of use or of data, interruption of business, lost profits or goodwill, or other indirect, special, incidental, exemplary or consequential damages of any kind arising out of this agreement, even if Labecx.com has been advised of the possibility of such loss, and notwithstanding any failure of essential purpose of any limited remedy. This exclusion includes any liability that may arise out of third-party claims against buyer. Labecx.coms total liability under this agreement with respect to any product sold hereunder shall in no event exceed the price paid by buyer for such product. 11. Payments: Unless otherwise agreed, payment terms shall be 30 days net. Payment will be made with US dollars either through the issuance of an electronic transfer to our account or other certifiable banking means. 12. General: These Terms and performance by the parties hereunder shall be construed in accordance with the laws of the State of California, U.S.A., without regard to provisions on the conflicts of laws. Buyer and Labecx.com consent to the exclusive jurisdiction of, and venue in, the state and federal courts of Los Angeles County, California, U.S.A. Buyer shall not assign its order or any interest therein or any rights there under without the prior written consent of Labecx.com. These Terms constitute the entire agreement between Labecx.com and Buyer and supersede all previous communications, representations and agreements (except for the Agreement), whether oral or written, between the Buyer and Labecx.com with respect to the subject matter hereof. These Terms may not be modified, supplemented, qualified, or interpreted except in writing signed by Buyer and Labecx.com. The failure by Labecx.com to enforce at any time any of the provisions in these Terms will in no way be construed as a waiver of such provisions. 6. Use of Products: Unless otherwise specified, Products are sold for research use only and are not intended for human, animal, therapeutic or diagnostic use. Buyer acknowledges that the Products may not have been tested for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use. Products contain chemicals which may be harmful if misused. Due care should be exercised with all Products to prevent direct human contact. In addition, some Suppliers provide material safety data sheets ("MSDS") or other instructions with the Products. Buyer shall provide the MSDS and instructions to all personnel prior to the handling and use of the Products by such personnel, and shall ensure that such personnel use the Products strictly in accordance with the MSDS, the instructions, and any warnings on the labels of the Products. All chemicals should be handled only by qualified, trained professionals who are familiar with the hazards associated with such chemicals. 4. Title, Delivery, and Acceptance: All sales are made F.O.B. the shipping point. Buyer will be responsible for all shipping and insurance charges, and will reimburse Labecx.com for all shipping and insurance costs Labecx.com incurs. Risk of loss for the Products shall pass to Buyer on the date the Products are delivered to a common carrier at the shipping point ("Shipment Date"). In the event of any default by Buyer, Labecx.com may decline to make further shipments without in any way affecting its rights under these Terms. Labecx.com will not be charged with any liability for delay or non-delivery of the Products, when caused by any cause beyond the reasonable control of Labecx.com . The Products will be deemed accepted on the Shipment Date. 3. Returns, Changes and Cancellations: Cancellations of and changes to orders for Products, and returns of Products by Buyer, will be subject to the policies, and change and cancellation fees, of the Supplier. Upon the request of Buyer, Labecx.com will use best efforts to inform the Buyer of the return, change, and cancellation policies of a particular Supplier or to direct Buyer to the source of such information. In addition, Labecx.com will use best efforts to facilitate communication between the Supplier and the Buyer with respect to returns, changes and cancellations. Buyer agrees to pay all charges resulting from such changes, cancellations, and returns, including, without limitation, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation or change fees imposed by the Supplier, and any other cost resulting from cancellations, changes or returns permitted by the Supplier. All returns must be accompanied by a RMA (Return Material Authorization) number issued by Labecx.com.