EX-229 95%

Terms & Conditions

Thank you for visiting our site. These terms and conditions of use are applicable to the United States, Canada and Puerto Rico websites (“collectively the Web Site”) operated by VWR (the “Company”). If you are accessing the Web Site from outside the United States, Canada, or Puerto Rico, please see the appropriate international website, available at www.vwr.com, for applicable terms and conditions. All users of the Web Site are subject to the following website terms and conditions of use (these “Terms of Use”). Please read these Terms of Use carefully before accessing or using any part of the Web Site. By accessing or using the Web Site, you agree that you have read, understand and agree to be bound by these Terms of Use, as amended from time to time, as well as the Company Privacy Policy, which is hereby incorporated into these Terms of Use. If you do not wish to agree to these Terms of Use, do not access or use any part of the Web Site.

The Company may revise and update these Terms of Use at any time without notice by posting the amended terms to the Web Site. Your continued use of the Web Site means that you accept and agree to the revised Terms of Use. If you disagree with the Terms of Use (as amended from time to time) or are dissatisfied with the Web Site, your sole and exclusive remedy is to discontinue using the Web Site.

Site Use

The information contained on this Web Site is provided for informational purposes only. Although the information is believed to correct at the time of publishing, you should make your own determination as to its suitability for your use. Not all of the products or services described in this Web Site are available in all jurisdictions or to all potential customers, and nothing herein is intended as an offer or solicitation in any jurisdiction or to any potential customer where such offer or sale is not qualified.

Purchase of Products and Services

These Terms and Conditions apply only to the use of the Web Site. Please note, the terms and conditions relating to service, product sales, promotions, and other related activities can be found at https://us.vwr.com/store/content/externalContentPage.jsp?path=/en_US/about_vwr_terms_and_conditions.jsp, and those terms and conditions control any purchases of products or services from the Company.

Interactive Features

The Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Community Feature"). You agree to use the Community Feature only to post, send and receive messages and material that are proper and related to the particular Community Feature. You agree to use the Web Site only for lawful purposes.

A. Specifically you agree not to do any of the following when using a Community Feature:

1. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
2. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
3. Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
4. Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
5. Intercept or attempt to intercept electronic mail not intended for you.
6. Advertise or offer to sell or buy any goods or services for any business purpose, unless such Community Feature specifically allows such messages.
7. Conduct or forward surveys, contests, pyramid schemes or chain letters.
8. Download any file posted by another user of a Community Feature that you know, or reasonably should know, cannot be legally distributed in such manner or that you have a contractual obligation to keep confidential (notwithstanding its availability on the Web Site).
9. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
10. Misrepresent an affiliation with any person or organization.
11. Engage in any other conduct that restricts or inhibits anyone’s use of the Web Site, or which, as determined by the Company, may harm the Company or users of the Web Site or expose them to liability.
12. Violate any applicable laws or regulations or violate any code of conduct or other guidelines which may be applicable for any particular Community Feature .
13. Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

B. You understand and acknowledge that you are responsible for whatever content you submit, you, not the Company, have full responsibility for such content, including its legality, reliability and appropriateness. If you post in the name of or on behalf of your employer or another entity, you represent and warrant that you are authorized to do so. By uploading or otherwise transmitting material to any area of the Web Site, you warrant that the material is your own or is in the public domain or otherwise free of proprietary or other restrictions and that you have the right to post it to the Web Site. Additionally, by uploading or otherwise transmitting material to any area of the Web Site you are granting the Company a irrevocable, royalty-free, worldwide right to publish, reproduce, use, adapt, edit and/or modify such material in any way, in any and all media now known or hereafter discovered, worldwide, including on the Internet and World Wide Web, for advertising, commercial, trade and promotional purposes, without additional limitation or compensation, unless prohibited by law, and without notice, review or approval.

C. The Company reserves the right, but does not assume any responsibility, to (1) remove any material posted on the Web Site which the Company, in its sole discretion, deems inconsistent with the foregoing commitments, or otherwise inappropriate for any reason; and (2) terminate any user’s access to all or part of the Web Site. However, the Company can neither review all material before it is posted on the Web Site nor ensure prompt removal of objectionable material after it has been posted. Accordingly, the Company assumes no liability for any action or inaction regarding transmissions, communications or content provided by third parties. The Company reserves the right to take any action it deems necessary to protect the personal safety of users of this Web Site and the public; however, the Company has no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.

D. Your failure to comply with the provisions of (A) or (B) above may result in the termination of your access to the Web Site and may expose you to civil and/or criminal liability.

Special note about Community Feature Content

Any content and/or opinions uploaded, expressed or submitted through any Community Feature or any other publicly available section of the Web Site (including password-protected areas), and all articles and responses to questions, other than the content explicitly authorized by the Company, are solely the opinions and responsibility of the person or entity submitting them and do not necessarily reflect the opinions of the Company. By way of example, any recommended or suggested use of products or services available from the Company that is posted through a Community Feature is not a sign of approval or recommendation by the Company. If you choose to follow any such recommendation you do so at your own risk.

Links to Third Party Sites

The Web Site may contain links to other websites on the internet. The Company is not responsible for the content, products, services or practices of any third party websites, including without limitation sites linked to or from the Web Site, sites framed within the Web Site or third party advertisements, and does not make representations regarding their quality, content or accuracy. The presence of links from the Web Site to any third party website does not mean that we approve of, endorse or recommend that website. We disclaim all warranties, express or implied, as to the accuracy, legality, reliability or validity of any content on any third party website. Your use of third party websites is at your own risk and subject to the terms and conditions of use for such websites.

Proprietary Rights to Content

You acknowledge and agree that the entire contents of the Web Site (including all information, data, software, graphics, text, images, logos, and/or other material) and the design, selection, collection, arrangement and assembly thereof, are proprietary to the Company and are protected by United States and international intellectual property laws. You are authorized only to use the content on the Web Site for personal use or legitimate business purposes. You may not copy, modify, create derivative works of, publicly display or perform, republish, store, transmit, distribute, remove, delete, augment, add to, participate in the transfer of, license or sell any of the material on the Web Site without the prior written consent of the Company, except to: (a) store copies of such materials temporarily in RAM, (b) store files that are automatically cached by your Web browser for display enhancement purposes, and (c) print a reasonable number of pages of a Web Site; provided in each case that you do not alter or remove any copyright or other proprietary notices included in such materials. Neither the title nor any intellectual property rights to any information or material on the Web Site are transferred to you, but remain with the Company or the applicable owner of such content.

Trademarks

The Company name and logo, and all related names, logos, product and service names appearing on the Web Site are trademarks of the Company and/or the applicable third party suppliers. They may not be used or redisplayed without the Company’s prior written consent.

Disclaimer of Liability

The Company does not assume any liability for the materials, information and opinions provided on, or available through, the Web Site (the “Site Content”). Reliance on the Site Content is solely at your own risk. The Company disclaims any liability for injury or damages resulting from the use of any Site Content.
THE WEB SITE, THE SITE CONTENT AND THE PRODUCTS AND SERVICES PROVIDED ON OR AVAILABLE THROUGH THE WEB SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE QUALITY, ACCURACY, OR AVAILABILITY OF THE WEB SITE. SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY WARRANTS OR REPRESENTS THAT THE WEB SITE, THE SITE CONTENT OR THE SERVICES PROVIDED ON OR THROUGH THE WEB SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT THE WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE WEB SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
IN NO EVENT WILL THE COMPANY OR ITS LICENSORS OR CONTRACTORS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE WEB SITE, THE SITE CONTENT, ANY SERVICES PROVIDED ON OR THROUGH THE WEB SITE OR ANY LINKED SITE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR THE SITE CONTENT OR SERVICES, WHETHER OR NOT THERE IS NEGLIGENCE BY THE COMPANY AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, UNLESS PROHIBITED BY APPLICABLE LAW.

Indemnification

You agree to indemnify and hold harmless the Company and its officers, directors, agents, employees, and others involved in the Web Site, from and against any and all liabilities, expenses, damages and costs, including reasonable attorneys’ fees, arising from any violation by you of these Terms and Conditions of Use, your use of the Web Site or any products, services or information obtained from or through the Web Site, your connection to the Web Site, any content you submit on the Web Site through any Community Feature , or your violation of any rights of another.

Applicable Law; International Use

These terms will be governed by and construed in accordance with the laws of the State of Pennsylvania, without regard to any principles of conflicts of law. You agree that any action at law or in equity that arises out of or relates to these Terms and Conditions of Use will be filed exclusively in the state or federal courts located in Pennsylvania and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
These Terms and Conditions of Use are applicable to users in the United States, Canada, and Puerto Rico. If you are accessing the Web Site from outside the United States, Canada, or Puerto Rico, please see the appropriate international website, available at www.vwr.com, for applicable terms and conditions. If you elect to access this Web Site from outside of the specified jurisdictions rather than use the available international sites, you agree to these Terms and Conditions of Use and that such terms will be governed and construed with the laws of the United States and the State of Pennsylvania and that we make no representation that the materials or services on this Web Site are appropriate or available for use in those other jurisdictions. In any event, all users are responsible for their own compliance with local laws.

General Terms

These Terms and Conditions of Use, as they may be amended from time to time, constitute the entire agreement and understanding between you and us governing your use of the Web Site. Our failure to exercise or enforce any right or provision of the Terms and Conditions of Use shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions of Use is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms and Conditions of Use shall remain in full force and effect. Neither a course of dealing or conduct between you and the Company nor any trade practices shall be deemed to modify these Terms and Conditions of Use. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or the Terms and Conditions of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. Any rights not expressly granted herein are reserved by and for the Company. We may terminate your access, or suspend any user's access to all or part of the Site, without notice, for any conduct that we, in our sole discretion, believe is in violation of any applicable law or is harmful to the interests of another user, a third-party provider, a service provider, or us. Any inquiries concerning these Terms and Conditions of Use should be directed to solutions@vwr.com.

Copyright Complaints

We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, you may notify us by providing our copyright agent the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• a description of the copyrighted work that your claim has been infringed;
• identification of the URL or other specific location on the Site where the material that you claim is infringing is located;
• your address, telephone number, and e-mail address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our agent for notice of claims of copyright infringement on the Site can be reached at: solutions@vwr.com.