Terms & Conditions of Sale:

1. Acceptance of Agreement:

All sales are subject to and expressly conditioned upon the terms and conditions contained herein, and upon Purchaser's assent thereto. No variation of these terms and conditions will be binding upon SynInnova unless agreed to in writing and signed by an officer or authorized representative of SynInnova.

2. Copyright:

SynInnova and the content of its website are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, or publication of any such matters or any part of the Site or the SynInnova logo is strictly prohibited without written authorization by an officer of SynInnova.

3. Terms:

Terms are net 30 days from date on invoice. SynInnova reserves the right not to accept the cancellation of order. In the event of default by Purchaser in the payment of the purchase price or otherwise, of this or any other order, SynInnova, at its option, without prejudice to any other of SynInnova's lawful remedies, may defer delivery, cancel this Contract, or sell any undelivered products on hand for the account of Purchaser and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price, and Purchaser agrees to pay the balance then due to SynInnova on demand. Purchaser agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Purchaser in any of the terms hereof.

4. Pricing:

The currency is indicated on the item in the catalogue and depends on the location of Purchaser. If the Purchaser is in Canada the price will be in Canadian dollars and if the Purchaser is in the United States or the rest of the world will be in US dollars. If there is any discrepancy or uncertainty the price will default to US dollars. Any duty, applicable taxes, freight charges and any special packaging or handling charges are excluded and will be added to the invoice and are to be paid by the Purchaser. Products and prices are correct at the time of listing, but are subject to change without notice and at the full and sole discretion of SynInnova. Current prices will be confirmed at the time order is placed by Purchaser.

Any written quotations by SynInnova is valid for 30 days and must be approved by the Purchaser in writing prior to that time to be honored. After 30 days, at SynInnova's discretion it may honor the initial quote, insist on a new quote, add a service charge to recover added chemical or other costs, alter the package size and/or change the shipping method.

5. Changes:

All orders are subject to review and additional information may be requested. SynInnova reserves the right to discontinue the offering of any item without notice. SynInnnova also reserves the right to alter the price, pack size and shipping method without notice and at its sole discretion.

Any alteration in order, including cancelation, requested by the Purchaser after placement of order or acceptance of written quotation must be agreed to by SynInnova in writing and signed by an officer or authorized representative of SynInnova. If cancelation is accepted by an officer or authorized representative of SynInnova, SynInnova will advise the Purchaser of the total charge for such cancellation, and Purchaser agrees to pay such 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 SynInnova by its suppliers, cancelation processing fee and any other cost resulting from cancellation of this order by Purchaser which is permitted by SynInnova.

6. Delivery, claims, delays:

All orders are shipped F.O.B. shipping point (Edmonton, Alberta, Canada). Transportation and handling charges will be applied at the prevailing rate. Delivery of the goods to the carrier at SynInnova's shipping point shall constitute delivery to Purchaser and the Purchaser shall bear all risk of loss or damage in transit. SynInnova reserves the right, in its discretion, to determine the exact method of shipment. SynInnova reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Purchaser of Purchaser's obligations to accept remaining deliveries. Immediately upon Purchaser's receipt of any goods shipped hereunder, Purchaser shall inspect the same and shall notify SynInnova in writing of any claims for shortages, defects or damages and shall hold the goods for SynInnova's written instructions concerning disposition. If Purchaser shall fail to so notify SynInnova within five days after the goods have been received by Purchaser, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Purchaser.

SynInnova 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 SynInnova's reasonable control, including, without limitation, unsuccessful reactions, act of Purchaser, embargo or other governmental act, regulation or request affecting the conduct of SynInnova's business, including but not limited to 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.

7. Lost or Damaged Shipments:

Products are sold F.O.B. shipping point (Edmonton, Alberta, Canada) and are to be fully insured at the Purchaser's expense. If assistance is required in filing a claim for a lost, incomplete, or damaged shipment of goods from SynInnova, then SynInnova will assist with the required documentation. It is the Purchaser's responsibility and will be at the Purchaser's expense to secure any insurance and file any insurance claims relating to any shipment from SynInnova to the Purchaser or any location the Purchaser requests the shipment to be sent.

8. Shipping:

The Ministry of Transportation and the International Air Transport Association (IATA) govern shipment of hazardous items. Products that require special packaging and shipping may incur additional charges per shipment. SynInnova endeavors to comply with all regulations governing the transportation of SynInnova's products and also balances safety, speed, reliability and economy when selecting the most efficient method of delivery. SynInnova typically uses priority overnight delivery services, but will consider utilizing alternate methods if preferable to the Purchaser and complies with government regulations.

9. Product Purity:

SynInnova considers quality an essential criterion for every product. All chemicals listed are subjected to exacting test in SynInnova's Quality Control department for determination of purity and identity. The purity and physical constants stated in the product section and on the product labels are minimum or typical values and may vary slightly from batch to batch. Routinely SynInnova provides the batch information with the shipment of the product to the Purchaser. If more information is required by the Purchaser after delivery, at SynInnova's sole discretion it may perform additional analyses. Purity is only guaranteed by SynInnova at delivery to the carrier (Edmonton) and many products will lose purity if not stored and handled properly by the Purchaser and shipment carrier and their personnel. Many products even if handled properly will over time lose purity due to processes beyond the control of SynInnova or the Purchaser. These aged products and any loss in purity are not the responsibility of SynInnova and the Purchaser assumes full responsibility and any liability for loss in purity over time after receipt of product where or not the product is handled properly by the Purchaser or its agents.

10. Product Uses and Handling:

The products supplied by SynInnova are for laboratory and research purposes only and the Purchaser acknowledges that these products may not have been tested for toxicity or other hazards and are not for drug, household or environmental use with humans, animals, plants, or any living species. All goods sold by SynInnova carry the condition that liability for any injury, loss or damage whatsoever to persons or real property resulting from the handling of the said product lies with the Purchaser or the user. Only qualified personnel trained in laboratory procedure and familiar with the potential hazards should handle all of SynInnova's chemical products. Proper handling and storage of the products will maximize their shelf-life and the Purchaser is responsible for storage of the products to maximize shelf-life as is know in the industry for those products and to comply with any special storage instructions provided by SynInnova. Ordering and acceptance of SynInnova's goods binds the customer to these terms. The Purchaser further acknowledges that it is solely responsible for ensuring that the products are handled in an appropriate manner by suitably qualified personnel and that as the Purchaser it will take all necessary safety precautions and comply with all local, state and federal laws and regulations governing the handling of these products. To the full extent permitted by law, SynInnova makes no representations or warranties as to the suitability of the products for particular applications and the Purchaser must make its own enquiries as to suitability or otherwise of the SynInnova products to the Purchaser's specific requirements. SynInnova's liability in relation to the products is limited and that limited is the price paid by the Purchaser for that product. SynInnova will not be liable for any loss, damage or penalty resulting from a delay or failure to manufacture or deliver the products. The Purchaser further acknowledges that it will be responsible for payment of all taxes, duties, excise, custom, inspection and testing fees and any other charge imposed by government authority.

After delivery of the product to the FOB shipping point (Edmonton) the Purchaser is responsible for all handling costs including but not limited to proper storage, packaging and disposal of the product or any resultant material from the product.

11. Warantees:

SynInnova warrants that its products shall conform to the description of such products as provided in SynInnova's catalogue. This warranty is exclusive, and SynInnova makes no other warranty, expressed or implied, including any implied warranty of merchantability or fitness for any particular purpose. SynInnova 's sole and exclusive liability and Purchaser's exclusive remedy with respect to products that are proved to SynInnova's satisfaction to be defective or nonconforming shall be the replacement of such products without charge or the refund of the purchase price, the decision of which is at the sole direction of SynInnova upon the return of such products in accordance with SynInnova's instruction. SynInnova shall not be liable for any incidental, consequential, special or other damages even if advised of such potential damage. All non-conformity claims regarding the product must be brought to SynInnova's attention within five (5) days of receipt of product.

12. Patent Disclaimer:

SynInnova does not warrant that the use or sale of the products delivered hereunder will not infringe the claims of any Canadian, United States or other patents covering the product itself or the use thereof alone or in combination with other products or in the operation of any process. It is the sole responsibility of the Purchaser to ensure that its utilization of the SynInnova products does not infringe patents and is in compliance with all government laws and regulations.

13. Returns:

SynInnova is not liable for product that no longer conforms to the terms and conditions after delivery of the goods to the carrier at SynInnova's shipping point. As noted in article 5. above, the Purchaser must notify SynInnova within five (5) days after the products have been received or such products shall be deemed to have been accepted. Many products have a shelf-life and must be treated by the Purchaser with the best practices in the industry know to increase shelf-life for that product and the Purchaser must comply with any special instructions provided by SynInnova. Any return by Purchaser is at the sole discretion of SynInnova and must be performed in strict compliance with SynInnova's instructions and must be authorized in writing by a officer or authorized representative of SynInnova.

14. Technical Assistance:

At Purchaser's request, SynInnova may, at SynInnova's sole discretion, furnish technical assistance and information with respect to SynInnova's products. SynInnova makes no warranties of any kind or nature, express or implied, including any implied warranty of merchantability or fitness for any particular purpose, with respect to technical assistance or information provided by SynInnova or SynInnova's personnel. Any suggestions by SynInnova regarding use, selection, application, or suitability of the product shall not be construed as an express warranty unless specifically designated as such in writing and signed by an officer or other authorized representative of SynInnova.

15. Governing Law:

All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of the Province of Alberta including its conflict of laws principles. Each party to this order agrees that any dispute arising between them, which results in either party instituting court proceedings, shall be litigated in the Provincial Court of Alberta.