Terms and Conditions of Sale

1. Acceptance of Terms and Conditions of Sale.

By placing an order with Nebula Scientific, Inc. Nebula Scientific Limited, Nebula Scientific Hong Kong Limited, Mayor Pharmaceutical Laboratories, Mistek, Inc, Vitamist, and ZenSci (“Nebula”), you (“Buyer”) agree to be bound by these Terms and Condition of Sale. Nebula shall not be bound by any other terms and conditions, regardless of whether Buyer tenders terms and conditions with an order or otherwise. These Terms and Conditions of Sale supersede all prior, contemporaneous or subsequent oral or written communications, proposals and representations with communications between Nebula and Buyer unless specifically agreed to in writing by Nebula. These Terms and Conditions can only be modified by a signed written agreement by the parties. As used in these Terms and Conditions of Sale, “Product” or “Products” includes all physical Nebula Products, individually and collectively.

2. Pricing.
All prices are quoted in US dollars unless otherwise expressly stated and are valid for 30 days. Buyer is solely responsible for payment of all taxes, insurance, value added taxes, and any other charge incident to Buyer’s receipt of Products.

3. Payment.
All wholesale orders require a 50% deposit at time of placing the order.  The 50% balance payment is due prior to shipping to the Buyer.  All products delivered by Nebula to Buyers in the United States shall be through a designated Nebula Fulfillment Agent, with risk of loss passing to Buyer upon delivery.

4. Shipping Terms.
All Products delivered to Buyers in the United States shall be arranged and paid by Nebula. Buyer shall provide signature at time of delivery. For all Products delivered by Nebula outside the United States, Buyer shall be responsible for all import tax, duty, and fees. Delivery times quoted are estimates only and Nebula shall not be responsible for delays in delivery.  Buyer may also be responsible for any expedited shipping charges.

5. Acceptance by Buyer, Cancelations & Returns.

  • Acceptance by Buyer. Any discrepancy in shipment quantity or quality must be reported with three (3) days of Buyer’s receipt of shipment, after which time, shipments shall be deemed to be accepted by Buyer.
  • Cancellations. Custom Orders/Product is Noncancelable/Nonreturnable (NCNR): Custom product may not be cancelled once order has been placed. Custom product is non-returnable.
  • Returns. Per the Nebula Scientific Limited Warranty, all authorized returns require a return materials authorization (RMA) number, which will be issued by Nebula to Buyer. Please see Nebula Scientific Limited Warranty for additional details.

6. Compliance with Laws, Rules & Regulations.
Buyer shall be responsible for compliance with all laws, rules and regulations pertaining to the use of the Products. Nebula expressly disclaims compliance with any and all such laws, rules, and regulations. Buyer accepts full and complete responsibility for any such compliance.

7. Limited Warranty. Please see Nebula Scientific Limited Warranty.

8. Limitation of Liability and Indemnification.
In no event shall Nebula be liable for special, direct, indirect, incidental or consequential damages, including, but not limited to, lost profit or opportunity or any damage which may arise, in whole or in part, from or in connection with the use or misuse of any Product. Buyer’s sole and exclusive remedy shall in no event exceed the repair, replacement or cost paid for the specific Product purchased from Nebula. Buyer hereby indemnifies Nebula and its principals, shareholders, officers, employees, independent contractors, agents, manufacturing partners and distributers from and against any and all liabilities, damages, costs and expenses (including reasonable attorney fees, court costs and legal expenses) arising out of or related to: i) Any use of any Product by Buyer or under Buyer’s direction, control or authorization, whether such use is of the Product alone or in conjunction with other products or goods, tangible or intangible; and ii) any breach by Buyer of any warranty, representation, covenant or acknowledgement made by Buyer in these Terms and Conditions of Sale.

9. Copyright Statement.
No publication or documentation regarding, accompanying or contained in any Product may be reproduced, in whole or in part, in any form or by any means, or used to make any derivative work, including, without limitation, any transaction or adaptation, without Nebula’s prior written consent.

10. Force Majeure.
Except for the obligations to make payments, neither party shall be bound to meet any obligation if prevented from doing so as a consequence of force majeure.

11. Notice.
All notification and communications between the parties relating to these Terms and Conditions or the subject matter hereof shall be made in writing and signed by a person duly authorized to provide such notice.

12. Entire Agreement.
These Terms and Conditions of Sale shall not be modified or amended, except in writing and signed by Buyer and an authorized Officer of Nebula Scientific.

13. Enforceability/Severability.

If any provision of these Terms and Conditions of Sale shall be held void, voidable, invalid or inoperative, no other provision hereof shall be affected as a result, and accordingly, the remaining provisions shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein, provided, however, that if such void, voidable, invalid or inoperative provision is a material term or condition, the parties shall be compelled to supply a substitute provision, negotiated in good faith, which comes closest to their original intention.

14. Waiver.
No provision of these Terms and Conditions of Sale shall be deemed to have been waived by any act or acquiescence on the part of either party, it being understood that waiver may only occur by an instrument in writing singed by an authorized officer if the party against whom such waiver is sought to be enforced. In the event of a waiver, whether in writing or by operation of law, such waiver shall not constitute a waiver of any other provision or the same provision on another occasion.

15. Rights of Third Parties.

Nothing in these Terms and Conditions of Sale shall be construed so as to give any right or remedy to any third party whatsoever.

16. Governing Law.

The sale of Products by Nebula and these Terms and Conditions of Sale, together with all invoice, correspondence and other documents exchanged between Nebula and Buyer, shall be governed by and construed in accordance with the laws of the State of Arizona, USA, without regard to principles of conflicts of law or to the United Nations Convention on Contracts for the International Sale Of Goods (CISG), which is hereby specifically disclaimed by the parties with respect to all of the foregoing. Any action, suit or proceeding arising out of or related to these Terms and Conditions of Sale, the documents heretofore described and the related subject matter of the forgoing shall be brought only in a federal or state court of competent jurisdiction located in the State of Arizona, USA and the Parties hereby unconditionally and irrevocably consent and submit to such exclusive jurisdiction and waive any objection that either of them now or hereafter with respect thereto.

17. DISPUTE RESOLUTION

NEBULA is committed to working with you in the event of a dispute. If you have a problem or dispute, you must first notify NEBULA and give NEBULA an opportunity to resolve your problem or dispute amicably. This includes you first sending a written description of your problem or dispute using the following email address: [email protected] or mailing address:

Nebula Scientific, Inc. C/O Customer Care

3015 N 48th St, Ste 101

Tempe, AZ 85282

USA

You agree to negotiate with NEBULA in good faith about your problem or dispute. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) days after NEBULA’s receipt of your written description of it, you agree to the further dispute resolution provisions below.

ARBITRATION: You agree that the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of these Terms of Use, shall be final and binding arbitration, except to the extent that you have in any manner infringed upon or violated or threatened to infringe upon or violate NEBULA’s or any third party’s intellectual property right, in which case you acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought by NEBULA and/or the applicable third party(ies). You and we acknowledge that the Agreement affects interstate commerce and that the Federal Arbitration Act and federal arbitration law apply to arbitrations under the Agreement (despite any other choice of law provision).

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA”). For claims of less than $75,000 USD, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for claims over $75,000 USD, the AAA’s Commercial Arbitration Rules will apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879 (within the USA). Upon your filing of the arbitration demand, we will pay all filing, administration and arbitrator fees for claims that total less than $75,000 USD. For claims that total more than $75,000 USD, the payment of filing, administration and arbitrator fees will be governed by the AAA Commercial Arbitration Rules. You and we agree to pay our own other fees, costs, and expenses, including those for any attorneys, experts, and witnesses. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees. In addition, for claims under $75,000 USD as to which you provided notice and negotiated in good faith with NEBULA as required above before initiating arbitration, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to a recovery of reasonable attorneys’ fees and costs. Except for claims determined to be frivolous, NEBULA agrees not to seek an award of attorneys’ fees in arbitration even if an award is otherwise available under applicable law. As a limited exception to the agreement to arbitrate, you and we agree that you may take claims to small claims court, if your claims qualify for hearing by such court.

YOU HAVE A RIGHT TO OPT-OUT OF THIS ARBITRATION AGREEMENT. IF YOU DO NOT AGREE TO THIS MANDATORY ARBITRATION PROVISION, THEN WITHIN THIRTY (30) DAYS FROM THE DATE OF SUCH INTERACTION, YOU MAY OPT-OUT OF THIS PART OF THE AGREEMENT BY SENDING AN EMAIL TO [email protected] Any opt-out received after the thirty (30) day time period will not be valid and you must pursue your claim via arbitration pursuant to these Terms.

To the fullest extent permitted by applicable law, NO ARBITRATION OR OTHER CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SITE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In the event that this CLASS ACTION WAIVER is deemed unenforceable, then any putative class action may only proceed in a court of competent jurisdiction and not in arbitration.

WE BOTH AGREE THAT, WHETHER ANY CLAIM IS IN ARBITRATION OR IN COURT, YOU AND NEBULA BOTH WAIVE ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES BETWEEN US.

In no event shall any claim, action or proceeding by you related in any way to the Site or Terms of Use, be instituted more than one (1) year after the cause of action arose.

18. GENERAL

Severability: In the event that any of the Terms of Use are held by arbitrator(s), a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect.

International Visitors: NEBULA makes no representations or warranties that the content or materials of the Service are appropriate or lawful in any countries outside the United States, or that this Agreement complies with the laws of any other country. Those who choose to use Nebula products from locations outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Governing Law: These Terms of Use shall be governed by the laws of the United States and the State of Arizona, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction.

Assignment: You may not assign or transfer this Agreement or any or all of your rights hereunder, without the prior written consent of NEBULA, and any attempt to do so is void.

Entire Agreement; No Waiver. These Terms of Use and the NEBULA privacy policy constitutes the entire agreement between you and NEBULA regarding the use of the Site. NEBULA’s failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

Contact Us. For any questions or concerns about this policy or the Content herein, please contact us at [email protected]

2019 Nebula Scientific, Inc. All rights reserved. The Products may be protected by U.S. patents, with other patents pending in the USA and elsewhere. Nebula and other marks indicated on our website and the logo forms of the foregoing marks are trademarks and/or service marks of Nebula and may be registered in the United States or in other jurisdictions including internationally.

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