Ajinomotto Products..

Registered User Terms & Conditions

Legal Agreement. Thank you for choosing to use the Ajinomoto North America, Inc. (“Ajinomoto North America”) e-commerce site for the sale of amino acids at Ajiaminoacids.com (our “Site”). These terms and conditions apply to all individuals, companies and organizations that register to buy Products on our Site (each such individual, company or organization is referred to in these terms and conditions as “User” or “you”), and constitute a binding, legal agreement (“Agreement”) between User and Ajinomoto North America, Inc. (“Ajinomoto North America”). If you are ordering Products on behalf of the organization with which you are employed, you represent and warrant that you have full power, authority and legal capacity to enter into this Agreement and bind your employer, company or organization.

Please read all the terms and conditions of this Agreement carefully and indicate your acceptance by clicking the “I ACCEPT” button at the end of this Agreement. By clicking the “I ACCEPT” button below or otherwise using our Site, you agree to be bound by the terms and conditions of this Agreement. Please contact Ajinomoto North America at sales@ajiaminoacids.com if you have any questions about this Agreement.

User Registration and Information. You represent and warrant that you have completed, or that you will promptly complete, all information in the User Registration form provided by Ajinomoto North America on our Site (“User Information”) correctly and completely. In the event that any of your User Information changes in the future, you will promptly update your registration information on our Site.

You will have the opportunity to select a User ID and Password during the User registration process. You are solely responsible in all respects for: (a) all use of our Site made using your User ID and Password, and (b) maintaining the confidentiality of your User ID and Password. Only one individual may access our Site at the same time using the same User ID and Password. You agree to notify us immediately of any unauthorized use of your email address, User ID or Password or any other breach of security regarding our Site of which you are aware. Ajinomoto North America may refuse to grant you a User ID or Password that impersonates someone else, is protected by trademark or other proprietary right law, is vulgar or otherwise offensive, or for other reasons as determined by Ajinomoto North America.

Orders. These terms and conditions govern the sale of products (“Products”) by Ajinomoto North America on our Site, and take precedence over User’s additional or different terms and conditions, to which notice of objection is hereby given. Ajinomoto North America's acceptance of all orders and all offers and sales by Ajinomoto North America are subject to and expressly conditioned upon User's assent to the terms and conditions of this Agreement, and User's acceptance of any offer by Ajinomoto North America must be made on such terms and conditions exactly as offered by Ajinomoto North America. Ajinomoto North America has priced all of its Products based upon the provisions in this Agreement.

All orders must be paid at the time of order.

Shipping. All sales orders are Freight on Board (FOB) Raleigh, NC, Products will be shipped via UPS unless otherwise specified at time of order, and shall be deemed delivered to User when delivered to the transportation company at the shipping point. Shipping charges will be added to your invoice. Each shipment shall be considered a separate and independent transaction and payment for each shipment shall be due accordingly.

Delivery Dates. User will be provided with an expected ship date upon order. This date constitutes a good faith estimate and is not binding. Ajinomoto North America will notify the User in a timely fashion if ordered goods are not available. Ajinomoto North America is not liable for losses, damages or penalty as a result of any delay in shipping ordered Product.

Order Changes. Orders may be changed or amended until 10am Eastern Standard Time of the following business day from which the order was made. For example, if the order is placed on Tuesday it must be changed by 10am Wednesday.

Risk of Loss. Risk of loss or damage to the Products shall pass to User upon delivery of the Products to the User (regardless of whether payment has been made). Confiscation or destruction of, or damage to, the Products following delivery to the transportation company at the shipping point shall not in any way affect the liability of User to pay the purchase price. User shall inspect the Products upon receipt and notify the transportation company when there is evidence of shipping damage.

Acceptance. All Products delivered hereunder shall be deemed accepted by User as conforming to this Agreement, and User shall have no right to revoke any acceptance, unless written notice of the claimed nonconformity is received by Ajinomoto North America within thirty (30) days of delivery thereof. Notwithstanding the foregoing, any use of a Product by User, its agents, employees, contractors or licensees, for any purpose, after delivery thereof, shall constitute acceptance of that Product by User.

Returns.Authorization for product returns must be approved by Ajinomoto North America Customer Service Department. Unopened packages may be returned within two weeks (10 working days) of receipt of Products. Ajinomoto North America will pay shipping only if the return is a result of an error on its part. Ajinomoto North America reserves the right to be the sole determinant of error.

Opened Product may only be returned if the product is defective. Customer Service must be notified within 30 days of the defect and approve the return. No Product can be returned after thirty (30) days.

Limited Warranty. Ajinomoto North America warrants to User that the Products sold by it shall conform to the description of the Products as provided to User by Ajinomoto North America in its standard Product catalog for a period of thirty (30) days from the date of shipment to User by Ajinomoto North America. Ajinomoto North America’s sole obligation and your exclusive remedy under any of the above warranties is for Ajinomoto North America to replace the defective Product so long as the problems are reported during the applicable warranty period. If Ajinomoto North America is unable to replace any such Products, Ajinomoto North America will refund the Product price. This warranty shall not be enlarged and no obligation or liability shall arise out of rendering of technical advice or service in connection with the Product. This limited warranty is valid only for you and may not be transferred or assigned.

Ajinomoto North America will have no responsibility under any warranties hereunder or for any damages to the Products in the event that the Products: (i) are improperly handled after delivery to carrier in good order; (ii) are subject to extreme atmospheric conditions; (iii) are misused in any manner; (iv) are modified in any way, including but not limited to by incorporation into or integration with other Products; (v) are not used in accordance with accompanying instructions, industry standards and practices; or (vi) are used for a different purpose than intended. User is solely responsible for the proper installation and operation of the Product in accordance with the instructions and specifications set forth in the documentation included with the Product.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AJINOMOTO NORTH AMERICA MAKES NO WARRANTIES WITH RESPECT TO THE PRODUCTS EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

Use of Products. The Products are intended primarily for laboratory research purposes and, unless otherwise stated on Product labels, in Ajinomoto North America’s catalog or in other literature published by Ajinomoto North America are not to be used for any other purpose. User acknowledges that Products have not been tested by Ajinomoto North America for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use unless otherwise stated in writing by Ajinomoto North America.

User expressly represent and warrants to Ajinomoto North America that User will properly, test, use manufacture and market any Products purchased from Ajinomoto North America and/or materials produced with Products purchased from Ajinomoto North America 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. User further warrants to Ajinomoto North America that any material produced with Products from Ajinomoto North America shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be materials which may not, under Sections 404, 505, or 512 of the Act, be introduced into interstate commerce.

User acknowledges that since the Products are intended primarily for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory. User assumes responsibility to assure that the Products purchased from Ajinomoto North America are approved for use under TSCA, if applicable.

User has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from Ajinomoto North America. User also has the duty to warn User’s customers and any auxiliary personnel of any risks involved in using or handling the Products. User agrees to comply with instructions, if any, furnished by Ajinomoto North America relating to the use of the Products and to not misuse the Products in any manner. If the Products purchased from Ajinomoto North America are to be repackaged, relabeled, or used as starting material or components of other Product, User will verify Ajinomoto North America’s assay of the Products. No Products purchased from Ajinomoto North America, unless otherwise stated, are considered to be foods, drugs, medical devices or cosmetics.

User represents and warrants that its use of Products will not violate any law or regulation. User agrees to indemnify and hold harmless Ajinomoto North America, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses that Ajinomoto North America may sustain or incur as a result of any claim against Ajinomoto North America based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by User, its officers, agents, employees, successors, or assigns, by User’s customers, by end users, by auxiliary personnel or by other third parties, arising out of, directly or indirectly, the use of Ajinomoto North America’s Products, or by reason of User’s failure to perform its obligations contained herein. User shall notify Ajinomoto North America in writing within fifteen (15) days of User’s receipt of knowledge of any accident, or incident involving Ajinomoto North America’s Products which results in personal injury or damage to property, and User shall fully cooperate with Ajinomoto North America in the investigation and determination of the cause of such accident and shall make available to Ajinomoto North America all statements, reports and tests made by User or made available to User by others. The furnishing of such information to Ajinomoto North America and any investigation by Ajinomoto North America of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Ajinomoto North America.

Payment Terms. All payments made to Ajinomoto North America under this Agreement must be paid at the time of order and are non-refundable, except as determined by Ajinomoto North America Customer Service. Payments shall be made in United States dollars. User agrees to pay all federal, state, local and other taxes based on or arising from any payments made to Ajinomoto North America arising from this Agreement, or from any transactions entered hereunder, excluding taxes based on Ajinomoto North America’s net income. If tax exempt, please supply a copy of your Tax Exempt Certificate with your purchase order.

Compliance with Laws. Ajinomoto North America will use commercially reasonable efforts to comply with all applicable laws, including as applicable the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards Act of 1970 and regulations, rules, and orders issued pursuant thereto.

General User Obligations

You are solely responsible for the content of any information you provide to our Site. You agree not to:

  • Provide any information or other materials that are harassing, defamatory, libelous, profane, obscene, threatening, abusive, unlawful, vulgar, or that reasonable persons would otherwise find offensive
  • Use the Ajinomoto North America service in any way that is in furtherance of criminal, fraudulent, or other unlawful activity
  • Impersonate any other person or entity, or misrepresent your affiliation with any other person or entity
  • Provide any information or other material that is the copyrighted, proprietary, or confidential material of a third party without that third party’s written consent
  • Engage in any spamming or flooding of our Site, or transmit any information, software or other materials constituting a virus, Trojan horse, worm, or other harmful computer programming routine.
  • You further represent and warrant that:
    • You are purchasing the Product for your own personal use and not for resale;
    • You will not request delivery of any Product to a state or area that the Ajinomoto North America has indicated is not a valid destination for shipment; and
    • You have obtained all necessary licenses, permits and privileges required for the purchase of a Product acquired hereunder for all applicable jurisdictions.

 

Operation of Site. Ajinomoto North America may at its discretion suspend or terminate operation of our Site for maintenance or other reasons. In addition, technical and other issues may make our Site unavailable from time to time. Ajinomoto North America makes no commitment, warranty or guarantee that our Site will operate in a timely, uninterrupted or error-free manner, or that our Site will meet User’s purposes.

Ajinomoto North America may also in its discretion modify the features, availability, operation and/or look and feel of our Site from time to time without notice to User.

Limitation of Liability. In no event shall Ajinomoto North America or any of its officers, employees, affiliates, or agents be liable to you or anyone else for any special, consequential, indirect, cover, punitive, incidental or similar damages (including, without limitation, lost profits, lost sales, or lost business) directly or indirectly related to or arising out of our Site, any Product, or any transaction entered hereunder, whether in contract, tort or otherwise, even if Ajinomoto North America or one of its officers, employees, affiliates or agents has been advised of the possibility of such damages. You agree that the liability of Ajinomoto North America, officers, employees, its affiliates, and agents, if any, arising out of any kind of legal claim (whether in contract, tort or otherwise) in any way connected with any transaction entered hereunder or our Site shall not exceed the amount you paid to Ajinomoto North America in connection with the transaction giving rise to such claim. Any action under this Agreement must be commenced within one (1) year after such cause of action accrues.

Indemnification. User shall hold Ajinomoto North America harmless from any damage, injury or claim arising from any fault or neglect of User, User's employees, agents and licensees, or in any way connected with User’s use of the Product.

Intellectual Property.The sale of Products or provision of services hereunder does not convey any express or implied license under any patent, copyright, trademark or other proprietary rights owned or controlled by Ajinomoto North America, whether relating to the Products sold or any manufacturing process or other matter. All rights under any such patent, copyright, trademark or other proprietary rights are expressly reserved by Ajinomoto North America. Ajinomoto North America does not warrant that the use or sale of the Products delivered under will not infringe the claims of any United States or other patents covering the Product itself or the use thereof in any combination with other Products or in the operation of any process.

Term and Termination.This Agreement is effective until terminated. Either party may terminate this Agreement upon thirty (30) days written notice to the other party. Ajinomoto North America may terminate or suspend this Agreement immediately if in Ajinomoto North America’s sole judgment User breaches any of the terms and conditions of this Agreement. All provisions of this Agreement relating to payment; disclaimers; limitation of liability; confidentiality; and Ajinomoto North America’s proprietary rights shall survive termination or expiration of this Agreement.

Force Majeure.Ajinomoto North America shall not be liable for any delay or failure to perform due to any cause beyond its control, including but not limited to strikes, acts of God, interruptions of transportation, labor disturbance or shortage, or inability to obtain necessary materials. The delivery schedule shall be considered extended by a period of time equal to the time lost because of any delay beyond Ajinomoto North America’s control. In the event Ajinomoto North America is unable wholly or partially to perform because of any cause beyond its control, Ajinomoto North America may terminate the order without liability to User or allocate deliveries among Ajinomoto North America’s customers.

Miscellaneous.This Agreement constitutes the entire, final and exclusive agreement between the parties and supersedes any and all other prior or contemporaneous oral or written representations or agreements between the parties relating to the subject matter hereof. No amendments or modifications of this Agreement may be made except as set forth in the Agreement and Amendments section below or in writing, signed by both parties. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

User shall have no right to assign this Agreement or any of User's obligations hereunder. Ajinomoto North America may assign this Agreement and any of its rights hereunder to third parties.

The failure by any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right.

Every provision of this Agreement is intended to be severable. If any section of this Agreement is found to be invalid or unenforceable, then such section will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the section will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.

This Agreement is governed by the laws of the State of North Carolina, without regard to its choice of law provisions. The parties agree that any dispute involving Ajinomoto North America related to this Agreement or our Site that cannot be settled by good faith negotiation shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. The location of the arbitration shall be Raleigh, NC. The decision of the arbitrator shall be legally binding and shall be enforceable in any court of competent jurisdiction.

This Agreement does not designate either party as the agent, employee, legal representative, partner or joint venturer of the other party for any purpose whatsoever.

User shall comply fully with all export administration and control laws and regulations of the U.S. government as may be applicable to the export, resale or other disposition of any Products purchased under this Agreement or related technical data.

Agreement and Amendments

By completing the registration process, clicking the “I ACCEPT” button, and using the Site, you are indicating that you are a corporate or other legal entity in good standing, and you have authority to bind such entity to all of the terms in this User’s Agreement. You may print and keep a copy of this Agreement.

Ajinomoto North America may change the terms in this User’s Agreement from time to time. When the terms are changed, Ajinomoto North America will make a posting on our Site regarding the change. You agree to review the terms of this Agreement from time to time. If you do not agree to be bound by any future changes, you should promptly notify Ajinomoto North America and discontinue your use of the Site. If you use the Site after Ajinomoto North America has posted a change to these terms on our Site, you are agreeing to be bound by all of the changes.