Terms and Conditions
Effective Date: January 1, 2026
These Terms of Sale ("Terms") govern the sale of reagents, controls, calibrators, consumables, phlebotomy supplies, and related laboratory products (collectively, the "Products") by Next Day Reagents ("NDR," "we," "us," or "our") to the purchaser ("Customer" or "you"). By placing an order with NDR, Customer accepts these Terms in full.
Any pre-printed or additional terms appearing on a Customer purchase order, acknowledgement, or similar document are rejected and have no effect unless expressly accepted by NDR in a signed writing. These Terms, together with the NDR Return Policy and any written quote or order confirmation, are the entire agreement between the parties relating to the Products sold.
1. Quotes and Orders
Written quotes are valid for thirty (30) days from the date issued, unless stated otherwise on the quote. An order is binding only when NDR issues a sales order confirmation. NDR may decline or limit any order at its discretion. Minimum order quantities, package configurations, and lot rounding may apply.
2. Pricing
Prices are in U.S. dollars and exclude taxes, duties, freight, handling, hazmat surcharges, and refrigerant costs unless expressly stated. Prices are subject to change without notice; orders placed against a valid written quote will be honored at the quoted price through the quote’s expiration date. Typographical or clerical errors may be corrected prior to shipment.
3. Payment Terms
Payment terms may be extended to approved accounts at NDR’s discretion. NDR accepts ACH and major credit cards. Invoices are due according to the terms shown on the invoice. Past-due balances accrue interest at the rate of 1.5% per month, or the maximum rate allowed by law, whichever is lower. Customer is responsible for all costs of collection, including reasonable attorneys’ fees and court costs.
4. Taxes
Prices do not include sales, use, excise, value-added, or similar taxes. Customer is responsible for all such taxes unless Customer has provided NDR with a valid resale or exemption certificate.
5. Shipping, Title, and Risk of Loss
Unless otherwise agreed in writing, Products ship F.O.B. NDR’s shipping point. Title and risk of loss pass to Customer upon delivery to the carrier at NDR’s facility. Shipping dates are estimates; NDR is not liable for carrier delays or for missed delivery windows.
Customer is responsible for selecting expedited or temperature-controlled shipping when required by Product characteristics or by Customer’s timing needs. If Customer requests an alternative shipping method, the cost difference and any additional risk are Customer’s responsibility.
6. Hazardous Materials and Dry Ice
Certain Products are classified as hazardous materials (HAZMAT) or are shipped with dry ice or other refrigerants and are subject to U.S. Department of Transportation, IATA, and other applicable shipping regulations. A hazmat surcharge and/or dry-ice fee may apply and will be reflected on the invoice. Customer is responsible for ensuring that personnel receiving HAZMAT or dry-ice shipments are trained to handle them safely and in compliance with applicable law.
7. Cold-Chain Storage and Handling
Many Products are temperature-sensitive. Customer must inspect cold-chain shipments immediately on arrival, verify temperature indicators or coolant condition, and move Products into appropriate storage in accordance with the manufacturer’s package insert. NDR is not responsible for loss of potency, performance degradation, damage, or non-conformity caused by Customer’s failure to inspect, store, or handle Products correctly after delivery.
8. Inspection, Shortages, and Damage Claims
Customer must inspect each shipment within five (5) business days of receipt. Any claim for visible damage, shortage, incorrect item, or temperature excursion must be submitted to NDR in writing within that period and must include photos, the packing slip, and the affected lot number(s). Failure to notify NDR within the 5-business-day window constitutes acceptance of the shipment as delivered.
9. Returns
All returns are handled in accordance with the NDR Return Policy, available at https://www.nextdayreagents.com/returns. A Return Material Authorization (RMA) is required before any Product is returned. Returns may be subject to a minimum 25% restocking fee. Refrigerated, frozen, dry-ice, and HAZMAT Products are non-returnable except for damage, defect, shipping error, or recall.
10. Availability and Substitution
Product availability is subject to manufacturer supply. NDR may, in its discretion, partial-ship, place items on backorder, or — with Customer’s consent — substitute a comparable Product. NDR is not liable for manufacturer discontinuation, allocation, recall, or supply interruption.
11. Warranty and Pass-Through
NDR is an authorized distributor and reseller. NDR passes through to Customer all manufacturer warranties applicable to the Products, to the extent such warranties are assignable. Customer’s sole warranty rights are those provided by the applicable manufacturer.
EXCEPT FOR THE PASS-THROUGH MANUFACTURER WARRANTIES, NDR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NDR DOES NOT WARRANT THAT THE PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT.
12. Intended Use and Regulatory Compliance
Products are sold for use by qualified laboratory professionals only and must be used in accordance with the manufacturer’s labeling and instructions for use, and with all applicable laws and regulations, including CLIA, FDA, OSHA, and state and local requirements. Customer is solely responsible for:
- Determining the suitability of each Product for Customer’s intended application;
- Validating Product performance in its own laboratory before clinical use;
- Maintaining all licenses, permits, and CLIA certifications required by law; and
- Disposing of expired, used, or unusable Products in compliance with applicable hazardous waste, biosafety, and environmental regulations.
Research Use Only (RUO) and Investigational Use Only (IUO) Products may not be used in clinical diagnostic procedures or to make patient management decisions.
13. Limitation of Liability
NDR’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SALE OR USE OF ANY PRODUCT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL NDR BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, LOSS OF DATA, LOSS OF USE, OR BUSINESS INTERRUPTION, EVEN IF NDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Indemnification
Customer shall defend, indemnify, and hold harmless NDR, its affiliates, and their respective officers, employees, and agents from and against any third-party claims, damages, fines, penalties, and costs (including reasonable attorneys’ fees) arising out of (a) Customer’s misuse, mishandling, or improper storage of the Products; (b) Customer’s breach of these Terms; or (c) Customer’s violation of any applicable law or regulation.
15. Export Controls and Trade Compliance
Products may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR), and to economic sanctions administered by the U.S. Department of the Treasury. Customer shall not export, re-export, transfer, or divert Products in violation of applicable law and shall not sell or transfer Products to any restricted party or sanctioned country.
16. Force Majeure
Neither party shall be liable for any delay or failure to perform (other than Customer’s payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, supplier shortages, manufacturer allocation or discontinuation, pandemic or public health emergency, government action, fire, flood, severe weather, or transportation interruption.
17. Confidentiality
Pricing, quotes, contract terms, and other non-public information exchanged between the parties are confidential and may not be disclosed to third parties without the other party’s prior written consent, except as required by law.
18. Governing Law and Venue
These Terms and any dispute arising out of or related to the sale of Products are governed by the laws of the Commonwealth of Kentucky, without regard to conflict-of-laws principles. The exclusive venue for any dispute shall be the state or federal courts located in Kentucky, and each party consents to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
19. Miscellaneous
Entire Agreement. These Terms, the NDR Return Policy, and the applicable quote or order confirmation constitute the entire agreement between the parties and supersede all prior oral or written communications relating to the Products sold.
Amendments. No modification of these Terms is binding unless signed in writing by an authorized NDR representative.
No Waiver. NDR’s failure to enforce any provision is not a waiver of that provision or any other provision.
Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect.
Assignment. Customer may not assign these Terms or any order without NDR’s prior written consent.
Notices. Notices to NDR must be sent to Next Day Reagents, 10562 US Highway 431, Utica, KY 42376, with a copy to orders@nextdayreagents.com.
Contact
Next Day Reagents
10562 US Highway 431, Utica, KY 42376
Phone: 1-951-270-0761
Email: orders@nextdayreagents.com
Web: www.nextdayreagents.com
