Terms of Sale

1. Agreement

These Terms of Sale, together with the Research Use Policy, the Acceptable Use Policy, and the Privacy Policy, form the entire agreement between you and Alchemy Archive LLC (“we”, “us”). Where they conflict, the Research Use Policy prevails.

No purchase order, terms of purchase, or other document you submit varies these terms, and any such document is expressly rejected even if we acknowledge or fulfil the order it accompanies.

2. Eligibility

You may place an order only if you satisfy every condition in the Research Use Policy. By placing an order you represent that you do, and that each of the six attestations you affirm at checkout is true.

3. Orders and acceptance

Your order is an offer to purchase. No contract is formed until we confirm shipment. We may decline any order, in whole or in part, without stating a reason, and we may cancel a confirmed order at any point before dispatch. Where we cancel, we refund any amount already collected.

4. Pricing, taxes, and payment

Prices are in U.S. dollars and exclude shipping, insurance, and applicable taxes, which are added at checkout. Prices may change without notice; the price shown at the time of your order applies to that order.

Payment is due in full before dispatch, except where we have agreed written credit terms with an institutional purchaser. We may verify payment and shipping details before dispatch, and we may decline a payment method at our discretion.

Some payment routes cannot be reversed by you once confirmed. Digital currency, wire, and ACH payments have no chargeback mechanism, and a card payment taken through a processor that settles to us in digital currency cannot be charged back to your card. This does not limit your right to a refund from us. Where you are entitled to a refund under section 7 or under our Shipping and Returns policy, we will pay it, and where the original route cannot carry it we will agree an alternative method with you. See Shipping & Returns, section 8.

Where an order is invoiced, payment is due within the period stated on the invoice. Overdue balances accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. Shipment, title, and risk

We ship only to destinations within the United States. Delivery estimates are estimates and not guarantees. Title and risk of loss pass to you on delivery to the carrier. Full shipping terms are set out in Shipping & Returns.

You must inspect each shipment on arrival and notify us of shortage, damage, or discrepancy within five business days. After that period the shipment is deemed accepted.

6. Limited warranty

We warrant that, at the time of dispatch, each product conforms in identity and purity to the specification on the Certificate of Analysis for the lot shipped, when stored as directed in its sealed, unopened vial.

This is our only warranty. To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, and noninfringement. We make no warranty whatsoever regarding suitability for any use in humans or animals, and no such use is contemplated by this agreement.

The warranty does not apply to material that has been opened, reconstituted, transferred, stored contrary to direction, or handled by anyone other than us.

7. Exclusive remedy

Where a product does not conform to the warranty in section 6 and you notify us within thirty days of delivery, your sole and exclusive remedy is, at our election, replacement of the material or refund of the price paid for it. We may require the material be returned before providing a remedy.

8. Limitation of liability

To the fullest extent permitted by law, our aggregate liability arising out of or relating to any order will not exceed the amount you paid for the specific product giving rise to the claim.

We will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost data, business interruption, or the cost of substitute goods, whether in contract, tort, negligence, strict liability, or otherwise, even if advised of the possibility.

Nothing in these terms excludes liability that cannot lawfully be excluded. Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you.

9. Indemnity

You will indemnify, defend, and hold harmless Alchemy Archive LLC, its officers, employees, and agents against all claims, damages, penalties, and costs (including reasonable legal fees) arising from your use, handling, storage, transfer, or disposal of any material supplied by us, your breach of these terms or the Research Use Policy, or any false attestation you make.

This indemnity applies without limitation to any claim arising from administration of any material to any human being or animal, whether by you or by any person to whom you transferred it.

10. Compliance with law

You are responsible for compliance with all laws applicable to your purchase, possession, use, and disposal of the materials, including export controls, sanctions, and institutional requirements. You represent that you are not subject to any U.S. sanctions or denied party listing.

11. Governing law and disputes

These terms are governed by the laws of the State of California, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in [County], California.

Any claim must be brought within one year after it arises, or it is permanently barred.

12. Force majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including supply interruption, carrier failure, regulatory action, loss of payment processing, natural disaster, or labour disruption.

13. Severability and waiver

If any provision is held unenforceable, it is modified to the minimum extent necessary and the remainder stays in force. Our failure to enforce a provision is not a waiver of it.

14. Changes

We may amend these terms. The version in force when you place an order governs that order, and that version is recorded with your attestation.