Sales Terms & Conditions

Fisher Scientific Company ("Fisher") will sell to the customer ("Customer") and Customer will purchase from Fisher the Products described in any written and signed purchase agreement between them ("Purchase Agreement") or contained in any order transmitted by customer (whether by telephone, written purchase order or electronically) and accepted by Fisher, subject to the following terms and conditions and those terms and conditions contained in any Purchase Agreement.

Price: Customer shall pay the current list price for each Product unless otherwise agreed in a Purchase Agreement, subject to additions necessary to cover federal, provincial or other taxes or duties upon the Products or services herein described, all of which shall be paid by Customer. Prices are subject to increase with 30 days written notice.

Exchange: All U.S. sourced products sold in Canada have been priced in Canadian dollars and have been calculated using a monthly fixed exchange rate. Any price changes due to a fluctuation of +/- 3 percentage points to this rate must be maintained for a period of 2 months before any modifications are put into effect.

Raw Material: Fisher Scientific reserves the right to review pricing should the price of raw materials used to produce the finished goods increases significantly; in particular products with a petrochemical base. The minimum notice period for price changes will be 30 days.

Terms: Unless otherwise specified in a Purchase Agreement, Customer shall pay Fisher in full within 30 days from date of invoice, F.O.B. shipping point. Title to and risk of loss of any Product sold, shall pass to Customer upon Fisher delivery to carrier at F.O.B. point. A hazardous materials surcharge is applicable to all orders containing one or more hazardous materials. Invoices will be rendered on each shipment, partial or complete. Fisher shall have a security interest in the Products and any proceeds therefrom to secure the payment obligations. Customer authorizes Fisher to sign and file such financing statements as may be necessary or desirable to evidence or perfect the security interest.

Late Payments: If Customer fails to pay when due any amount required to be paid to Fisher, then in addition to paying such amount ("Principal") Customer shall pay Fisher 1.5% interest per month on such Principal until the Principal is paid.

Orders: Once accepted, special orders are not subject to cancellation.

Delivery: All shipping dates are approximate. Fisher shall not be liable for loss or damage due to delay or failure to make delivery when such delay or failure is caused by fire, flood, lockouts, strikes, labour disputes, civil or military authority, war, hostilities, governmental control, restrictions, prohibitions, unusual delays in transportation, failure of Fisher and suppliers to meet their contractual obligations, shortage of goods or any matters beyond Fisher's control. Fisher reserves the right to substitute alternate Products with comparable specifications for those ordered. Customers shall have the right to return any substituted Products at no charge by following the returned goods policy as stated herein.

The customer is responsible for providing adequate receiving facilities for large equipment and is responsible for unloading. Special unloading arrangements can be made provided Fisher is notified at the time of placing order. If loading dock is less than 42-44" from the ground, power tailgate is required. Please note that additional charges may apply to the above.

Warranty: Fisher warrants to Customer that the Products will be free from defects in material or workmanship for 1 year from date of delivery (unless a different period is specified at time of quotation), or Fisher will repair or replace the Product or provide credit, at its sole option, upon prompt notification and compliance with its instructions. Fisher makes no warranty and shall have no obligation with respect to expendable or consumable parts and supplies nor with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized installation, alterations or repairs to the Products. For Products not manufactured by Fisher, Fisher warrants that representations made accurately reflect the manufacturer's representations to Fisher.

Fisher expressly disclaims all other warranties, express or implied, including the implied warranty of merchantability and fitness for use.

Customer accepts that there is no warranty, representation or condition of any kind expressed or implied (including no warranty of merchantability and fitness) except that the product shall be of the quality specified herein. All of such warranties, representations and conditions are hereby expressly excluded.

The foregoing exclusions apply to products manufactured by third parties and supplied by Fisher to customer.

Fisher's sole responsibility and the Customer's liability of Fisher for any claims arising out of the purchase of the Products is the repair, replacement, or credit as described above where applicable. In no event: 1) shall the cost of the liability of Fisher exceed the purchase price; 2) shall Fisher be liable for any claims, losses or damages of any third party or for lost profits or any special, indirect, direct, consequential, or exemplary damages, irrespective of whether attributable to contract, warranty, negligence, strict liability, or otherwise, even if Fisher has been advised of the possibility of such damages. All warranties are void should the products sold leave Canada for any reason.

No agent or employee of Fisher is authorized to extend any other warranty or to assume for Fisher any liability except as above set forth.

Returned Goods Policy: In the case of damage or loss in transit, Customer must inspect the shipment and contact Fisher and the carrier within 48 hours of receipt. All containers and packing materials must be retained for inspection. Hazardous materials authorized for return must be packed, labelled and shipped in accordance with TDG regulations governing transportation of hazardous materials and any other applicable requirements. Fisher shall not be obligated to accept any other returns, except upon its consent and payment of restocking charge by customer. Returns for special ordered items are subject to the return policy of the manufacturer. Fisher will not accept returns of temperature sensitive products that require storage in a refrigerator or freezer. This includes but is not limited to biotech items and some clinical products. Returned goods are subject to 20% restocking charge and are to be returned freight paid unless specified differently by Fisher. Please see our Returned Goods Policy found in section Customer Support.

Installation: Customer shall make available a suitable place of installation with all facilities in accordance with Fisher's installation specifications and procedures as provided in the agreement. Customer shall furnish all labour required to place the Products in the desired location. Fisher shall install the Products (requiring same) in accordance with its customary procedures.

Software: If the Products include computer programs ("Software"), the "sale" of such Software shall not constitute a sale or transfer of any proprietary rights in or to the Software but rather shall only constitute the right and license to use the Software in accordance with applicable specifications, instructions, and license terms and conditions of the licensor.

Assignment: This agreement may not be assigned or otherwise transferred by Customer without the express, written consent of Fisher.

Controlling Terms and Conditions: In the event of conflict in any of the terms and conditions, those contained in the Purchase Agreement shall govern. It is expressly understood and agreed that any terms and conditions in any purchase order issued to Fisher shall be without force and effect.

Miscellaneous: The form of the agreement is intended for general use throughout Canada and in the event that any particular provision is or may become prohibited by the law of any individual province or political subdivision thereof, that particular provision shall be deemed void, but all other provisions shall, to the extend permissible, remain in effect, and this entire agreement (except for the prohibited provision) shall remain valid and enforceable.

This agreement constitutes the complete agreement of the parties. No representation, understandings or agreements have been made or relied upon in the making of this agreement other than those specifically set forth herein.This agreement can only be modified in writing signed by both parties or their duly authorized agents. Any waiver by Fisher shall not be deemed to excuse or waive subsequent non-performance.

Confidential: Fisher and Customer agree that during the term of this agreement and any renewal term, certain confidential information not generally available to the public (the “Confidential Information”) may be provided by one party (the “Disclosing Party”) to the other party or its respective employees, agents, principals or representatives (collectively, the “Recipient”) regarding the Disclosing Party and its related businesses. The Recipient hereby agrees to maintain in confidence and not use the Confidential Information in competition with the Disclosing Party or to disclose the Confidential Information to any third party other than as agreed to in writing by the Disclosing Party. These restrictions will not apply to the disclosure of Confidential Information by the Recipient which is required by law; was already known to the Recipient through lawful means prior to disclosure; was in the public domain at the time it was disclosed or becomes publicly available to the Recipient after disclosure through lawful means; was independently developed by the Recipient; or, was disclosed to the Recipient by a third party who had the right to make disclosure. The Recipient agrees that the obligation to keep the Confidential Information confidential will continue after the termination of this agreement.

Upon termination of this agreement, the Recipient will return all Confidential Information, including any copies of Confidential Information, to the Disclosing Party. The Recipient shall destroy all copies of the Confidential Information, including any notes or other documents that contain or refer to the Confidential Information.