Sales Terms & Conditions

BIO-CAT, LLC — TERMS & CONDITIONS OF SALE

  1. Applicability. These Terms & Conditions shall, unless otherwise agreed by the parties as further described herein, apply to all sales by BIO-CAT, LLC (“BIO-CAT”) to These Terms & Conditions and any BIO-CAT quote of prices and additional or specific terms, including release specifications designated by BIO-CAT, shall constitute all of the terms of the agreement for the sale of products by BIO-CAT to Customer (the “Agreement”), and any and all prior representations or agreements, whether written or oral, that are not specifically incorporated in this Agreement by reference shall be superseded by this Agreement. The parties expressly agree that any terms and conditions, including release specifications, that differ from those contained in this Agreement that may appear on Customer’s purchase orders shall be of no force and effect and shall not be binding on BIO-CAT unless specifically agreed to in a writing signed by an authorized representative of BIO-CAT in its absolute and sole discretion.
  2. Prices & Payments.
    • Unless a quote from BIO-CAT contains differing terms: (i) Prices and payment terms shall be those in effect at the time of shipment from BIO-CAT; (ii) all prices and discounts are subject to change by BIO-CAT in its absolute and sole discretion without prior notice to Customer; (iii) payment in full shall be due and payable by Customer to BIO-CAT within thirty (30) days of invoicing (net 30); (iv) all prices are F.O.B. Troy, VA; (v) freight shall be prepaid by Customer, and Customer shall bear all costs, insurance premiums, freight, and other charges or expenses incurred after BIO-CAT has placed the products in the custody of a carrier at the place of shipment to Customer, and (vi) sales, use, or duty taxes required by state, federal or local law to be collected or paid by BIO-CAT shall be additional costs to prices quoted and shall be paid by Customer.
    • If any payment is not received by BIO-CAT when due, Customer agrees to pay finance charges, which shall accrue at the rate of 1.5% per month (Annual Percentage Rate of 18%) or the highest rate allowed by applicable law, whichever is higher, from the payment due date and will be added as principal to any unpaid These finance charges shall continue to accrue on any unpaid balances until paid in full.
    • If any payment from Customer is not received by BIO-CAT within specified payment terms, BIO-CAT may, at its option and in its absolute and sole discretion, (i) ship products on a prepayment, COD or COD-plus only basis; (ii) suspend further shipments until the entire principal balance, plus accrued interest, finance charges and other penalties, are paid in full; or (iii) terminate this Agreement.
    • By accepting these Terms & Conditions, Customer agrees to pay all costs and expenses, including, without limitation, reasonable attorney’s fees and court costs incurred by BIO-CAT in the collection of any sum payable by Customer to Bio-Cat or its exercise of any enforcement or collection remedies.
    • No claim for money due or to become due to Customer will be subject to any deduction or set off by Customer for any counterclaim arising from this or any other transaction with BIO-CAT.
  1. Cancellation. BIO-CAT reserves the right, in its absolute and sole discretion, to cancel an order at any time prior to shipment.
  2. Shipment. BIO-CAT shall use commercially reasonable efforts to ship all products ordered by Customer as soon as reasonably practicable. In the event of interruption of any such shipment due to causes beyond the reasonable control of BIO-CAT, including without limitation, fire, labor disputes, riots, accidents, or the inability to obtain necessary materials or components, BIO-CAT shall have the right, in its sole discretion, and upon oral or written notice to Customer, to reduce the quantity ordered or to delay or terminate such shipment. BIO-CAT assumes no liability whatsoever in connection with the delivery of any products to Customer by a third-party.
  3. Shortages; Inspections; Returns. Customer shall have ten (10) days within which to inspect the product after receipt thereof. Customer must notify BIO-CAT at 9117 Three Notch Rd., Troy, VA 22974, in writing within such ten (10) day period (i) of any shortage or (ii) if the product does not meet release specifications designated by BIO-CAT. Time is of the essence. All claims for shortages or failure to meet specifications shall be waived and released by Customer after such time period. Upon timely notification and at BIO-CAT’s option, shipment will be fulfilled or a credit will be mailed to Customer within thirty (30) days of claim receipt and successful resolution of product disposition. Customer shall be responsible for risk of loss and shipping and handling fees associated with returning and/or exchanging the Additional fees may apply. All returns are subject to BIO-CAT inspection and approval.
  4. Limitation and Disclaimer of Warranties. BIO-CAT represents and warrants to Customer that the products delivered shall meet applicable industry standards and specifications, or if different, the specifications stated in BIO-CAT’s quote. IN ALL OTHER RESPECTS, BIO-CAT MAKES NO REPRESENTATIONS, PROVIDES NO INDEMNITIES (INTELLECTUAL PROPERTY OR OTHERWISE), AND DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND/OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE RELATIVE TO ANY GOODS, PRODUCTS, OR SERVICES SOLD BY IT.
  1. Limitation of Liability. UNDER NO CIRCUMSTANCES AND IN NO EVENT SHALL BIO-CAT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS INCURRED BY CUSTOMER, REGARDLESS OF WHETHER BIO-CAT RECEIVED NOTICE OF THE POTENTIAL FOR SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, ANY LIABILITY INCURRED BY BIO-CAT, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, SHALL BE LIMITED TO THE AMOUNT OF THE PRODUCTS ACTUALLY PURCHASED BY CUSTOMER GIVING RISE TO THE CLAIM OR LIABILITY, WHICH AMOUNT SHALL BE LIQUIDATED DAMAGES. BIO-CAT DISCLAIMS ALL LIABILITY FOR GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY, BUT NOT CONTRACTUALLY REQUIRED OF, BIO-CAT. ANY ACTION AGAINST BIO-CAT MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT OF BIO-CAT’S EMPLOYEES, AGENTS, AND REPRESENTATIVES, AS THIRD-PARTY BENEFICIARIES.
  2. Use of Product. Customer agrees to use, store and dispose of the products sold by BIO-CAT in accordance with BIO-CAT’s directions and technical bulletins and in accordance with all applicable laws, rules, and regulations governing their specific applications. Customer assumes all of the risk for its use and disposal of the product and agrees that BIO-CAT shall have no liability whatsoever with respect to Customer’s use or disposal thereof.
  3. Indemnification Against Third Party Claims. In the event that any person, not a party to this agreement, shall make a claim or file any lawsuit against BIO-CAT, its employees, agents, representatives, or assigns, for any reason whatsoever relating to the products provided by BIO-CAT to the Customer, Customer agrees to indemnify, defend, and hold harmless BIO-CAT from and against any and all claims, lawsuits, liability, expense, and loss, whether such claims and lawsuits be based upon alleged recklessness, active or passive negligence, express or implied contract or warranty, contribution, or indemnification, or strict or products liability on the part of BIO-CAT, its employees, agents, representatives, or assigns. This indemnification provision shall survive the termination or expiration of this Agreement.
  4. Infringement Claims. In addition to any other indemnification herein, Customer will indemnify, defend, and hold BIO-CAT harmless against any expense, judgment, or loss for infringement of any patents, trademarks, or other third party property rights resulting from Customer’s use of the product(s) or BIO-CAT’s compliance with Customer’s specifications or instructions.
  5. Proprietary Information. Customer agrees that BIO-CAT has and claims various proprietary rights in the materials, knowledge, methodology, and composition that constitutes BIO-CAT’s products, and Customer shall not directly or indirectly cause any such proprietary rights to be violated.
  6. Personal Data. The parties undertake to comply with applicable laws and regulations related to personal data protection. As some personal data of a party and/or its employees may be necessary for the purpose of an order, each party shall ensure that it has obtained the necessary consents for the disclosure of such data to the other party. Data subjects may withdraw such consent at any time. The parties acknowledge that personal data may be sent to countries that do not necessarily have the same levels of data protection as those in applicable in the country of the data subject. To ensure the security such international transfers, the parties implement appropriate technical and organizational measures. Those measures may include data encryption, strict access controls, and regular audits to ensure that security standards are met.
  7. In accordance with applicable laws and regulations, the data subject has the right of access, rectification, erasure, restriction of processing, objection, opposition, and data portability of his/her personal data, which has been collected for the purpose of an order. If any natural person wishes to exercise any of his/her rights, he/she would need to send a letter with a proof of the identity (a copy of ID) to the person responsible for the processing by Lallemand under the name and the following address: privacy-corporate@lallemand.com. The copy of such identification document shall be used solely for the purpose of verifying the data subject identity and shall be retained under the same conditions as the initial request.
  8. “Event of Force Majeure” shall mean an unforeseeable and irresistible event, including but not limited to pandemic, fire, flood, earthquake, windstorm or other natural disaster, cyberattacks including but not limited to data breaches, ransomware, denial-of-service, or other malicious cybersecurity incidents, act of any sovereign including but not limited to war, invasion, act of foreign enemies, hostilities, whether war be declared or not, civil war, rebellion, labor dispute, government actions, insurrection or impossibility to supply due to excessively onerous supply conditions, being beyond the reasonable control of any of the parties and affecting its performance or the fulfilling of any obligation to the exclusion of payments due. The period of time during which any party is prevented or delayed in the performance or the fulfilling of any obligation to the exclusion of payments due to unavoidable delays caused by an Event of Force Majeure shall be added to such party’s time for performance thereof, and such party shall have no liability by reason thereof, provided that a prompt notice is given by the party affected by an Event of Force Majeure to the other along with cogent proof of the occurrence of the event affecting its performance. The party so affected shall also give a notice in writing to the other party within fifteen (15) days of the cessation of the condition of the Event of Force Majeure. If the condition of the Event of Force Majeure continues for more than three (3) months from the date of its occurrence, either party may terminate an order upon giving notice in writing to the other.
  9. Modification; Waiver. BIO-CAT reserves the right to amend these Terms & Conditions at any time and from time to time in its absolute and sole discretion. No waiver or breach of any term or condition shall be construed to be a waiver of any succeeding breach.
  10. Invalid Provisions; Severability. If any of the terms and provisions of this Agreement shall be declared invalid or inoperative by a court of competent jurisdiction, all of the remaining terms shall remain in full force and effect.
  11. Paragraph Headings. Paragraph titles are for the convenience of the parties only and shall not be considered in construing the provisions of this Agreement.
  12. Governing Law; Jurisdiction; Waiver of Jury Trial. Any and all claims, disputes, and matters arising out of or relating to this Agreement shall be governed by the laws of the Commonwealth of Virginia. Any legal action, dispute, or proceeding arising from or in connection with this Agreement shall be brought and maintained exclusively in the federal or state courts of the Commonwealth of Virginia, and Customer hereby consents to such personal jurisdiction within the Commonwealth of Virginia. All parties hereto waive the right to trial by jury in connection with any litigation arising with respect to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna on 11 April 1980 (Treaty Series 1981, 184 and 1986, 61), is excluded.

BIO-CAT Microbials, LLC — TERMS & CONDITIONS OF SALE

  1. Applicability. These Terms & Conditions shall, unless otherwise agreed by the parties as further described herein, apply to all sales by BIO-CAT Microbials, LLC (“BCM”) to These Terms & Conditions and any BCM quote of prices and additional or specific terms, including release specifications designated by BCM, shall constitute all of the terms of the agreement for the sale of products by BCM to Customer (the “Agreement”), and any and all prior representations or agreements, whether written or oral, that are not specifically incorporated in this Agreement by reference shall be superseded by this Agreement. The parties expressly agree that any terms and conditions, including release specifications, that differ from those contained in this Agreement that may appear on Customer’s purchase orders shall be of no force and effect and shall not be binding on BCM unless specifically agreed to in a writing signed by an authorized representative of BCM in its absolute and sole discretion.
  2. Prices & Payments.
    • Unless a quote from BCM contains differing terms: (i) Prices and payment terms shall be those in effect at the time of shipment from BCM; (ii) all prices and discounts are subject to change by BCM in its absolute and sole discretion without prior notice to Customer; (iii) payment in full shall be due and payable by Customer to BCM within thirty (30) days of invoicing (net 30); (iv) all prices are F.O.B. Shakopee, MN; (v) freight shall be prepaid by Customer, and Customer shall bear all costs, insurance premiums, freight, and other charges or expenses incurred after BCM has placed the products in the custody of a carrier at the place of shipment to Customer, and (vi) sales, use, or duty taxes required by state, federal or local law to be collected or paid by BCM shall be additional costs to prices quoted and shall be paid by Customer.
    • If any payment is not received by BCM when due, Customer agrees to pay finance charges, which shall accrue at the rate of 1.5% per month (Annual Percentage Rate of 18%) or the highest rate allowed by applicable law, whichever is higher, from the payment due date and will be added as principal to any unpaid These finance charges shall continue to accrue on any unpaid balances until paid in full.
    • If any payment from Customer is not received by BCM within specified payment terms, BCM may, at its option and in its absolute and sole discretion, (i) ship products on a prepayment, COD or COD-plus only basis; (ii) suspend further shipments until the entire principal balance, plus accrued interest, finance charges and other penalties, are paid in full; or (iii) terminate this Agreement.
    • By accepting these Terms & Conditions, Customer agrees to pay all costs and expenses, including, without limitation, reasonable attorney’s fees and court costs incurred by BCM in the collection of any sum payable by Customer to BIO-CAT or its exercise of any enforcement or collection remedies.
    • No claim for money due or to become due to Customer will be subject to any deduction or set off by Customer for any counterclaim arising from this or any other transaction with BCM.
  1. Cancellation. BCM reserves the right, in its absolute and sole discretion, to cancel an order at any time prior to shipment.
  2. Shipment. BCM shall use commercially reasonable efforts to ship all products ordered by Customer as soon as reasonably practicable. In the event of interruption of any such shipment due to causes beyond the reasonable control of BCM, including without limitation, fire, labor disputes, riots, accidents, or the inability to obtain necessary materials or components, BCM shall have the right, in its sole discretion, and upon oral or written notice to Customer, to reduce the quantity ordered or to delay or terminate such shipment. BCM assumes no liability whatsoever in connection with the delivery of any products to Customer by a third-party.
  3. Shortages; Inspections; Returns. Customer shall have ten (10) days within which to inspect the product after receipt thereof. Customer must notify BCM at 9117 Three Notch Rd., Troy, VA 22974, in writing within such ten (10) day period (i) of any shortage or (ii) if the product does not meet release specifications designated by Time is of the essence. All claims for shortages or failure to meet specifications shall be waived and released by Customer after such time period. Upon timely notification and at BCM’s option, shipment will be fulfilled or a credit will be mailed to Customer within thirty (30) days of claim receipt and successful resolution of product disposition. Customer shall be responsible for risk of loss and shipping and handling fees associated with returning and/or exchanging the products. Additional fees may apply. All returns are subject to BCM inspection and approval.
  4. Limitation and Disclaimer of Warranties. BCM represents and warrants to Customer that the products delivered shall meet applicable industry standards and specifications, or if different, the specifications stated in BCM’s quote. IN ALL OTHER RESPECTS, BCM MAKES NO REPRESENTATIONS, PROVIDES NO INDEMNITIES (INTELLECTUAL PROPERTY OR OTHERWISE), AND DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND/OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE RELATIVE TO ANY GOODS, PRODUCTS, OR SERVICES SOLD BY IT.
  1. Limitation of Liability. UNDER NO CIRCUMSTANCES AND IN NO EVENT SHALL BCM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS INCURRED BY CUSTOMER, REGARDLESS OF WHETHER BIO-CAT RECEIVED NOTICE OF THE POTENTIAL FOR SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, ANY LIABILITY INCURRED BY BCM, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, SHALL BE LIMITED TO THE AMOUNT OF THE PRODUCTS ACTUALLY PURCHASED BY CUSTOMER GIVING RISE TO THE CLAIM OR LIABILITY, WHICH AMOUNT SHALL BE LIQUIDATED DAMAGES. BCM DISCLAIMS ALL LIABILITY FOR GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY, BUT NOT CONTRACTUALLY REQUIRED OF, BCM. ANY ACTION AGAINST BIO-CAT MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT OF BIO-CAT’S EMPLOYEES, AGENTS, AND REPRESENTATIVES, AS THIRD-PARTY BENEFICIARIES.
  2. Use of Product. Customer agrees to use, store and dispose of the products sold by BCM in accordance with BCM’s directions and technical bulletins and in accordance with all applicable laws, rules, and regulations governing their specific applications. Customer assumes all of the risk for its use and disposal of the product and agrees that BCM shall have no liability whatsoever with respect to Customer’s use or disposal thereof.
  3. Indemnification Against Third Party Claims. In the event that any person, not a party to this agreement, shall make a claim or file any lawsuit against BCM, its employees, agents, representatives, or assigns, for any reason whatsoever relating to the products provided by BCM to the Customer, Customer agrees to indemnify, defend, and hold harmless BCM from and against any and all claims, lawsuits, liability, expense, and loss, whether such claims and lawsuits be based upon alleged recklessness, active or passive negligence, express or implied contract or warranty, contribution, or indemnification, or strict or products liability on the part of BCM, its employees, agents, representatives, or assigns. This indemnification provision shall survive the termination or expiration of this Agreement.
  4. Infringement Claims. In addition to any other indemnification herein, Customer will indemnify, defend, and hold BCM harmless against any expense, judgment, or loss for infringement of any patents, trademarks, or other third party property rights resulting from Customer’s use of the product(s) or BCM’s compliance with Customer’s specifications or instructions.
  5. Proprietary Information. Customer agrees that BCM has and claims various proprietary rights in the materials, knowledge, methodology, and composition that constitutes BCM’s products, and Customer shall not directly or indirectly cause any such proprietary rights to be violated.
  6. Personal Data. The parties undertake to comply with applicable laws and regulations related to personal data protection. As some personal data of a party and/or its employees may be necessary for the purpose of an order, each party shall ensure that it has obtained the necessary consents for the disclosure of such data to the other party. Data subjects may withdraw such consent at any time. The parties acknowledge that personal data may be sent to countries that do not necessarily have the same levels of data protection as those in applicable in the country of the data subject. To ensure the security such international transfers, the parties implement appropriate technical and organizational measures. Those measures may include data encryption, strict access controls, and regular audits to ensure that security standards are met.
  7. In accordance with applicable laws and regulations, the data subject has the right of access, rectification, erasure, restriction of processing, objection, opposition, and data portability of his/her personal data, which has been collected for the purpose of an order. If any natural person wishes to exercise any of his/her rights, he/she would need to send a letter with a proof of the identity (a copy of ID) to the person responsible for the processing by Lallemand under the name and the following address: privacy-corporate@lallemand.com. The copy of such identification document shall be used solely for the purpose of verifying the data subject identity and shall be retained under the same conditions as the initial request.
  8. “Event of Force Majeure” shall mean an unforeseeable and irresistible event, including but not limited to pandemic, fire, flood, earthquake, windstorm or other natural disaster, cyberattacks including but not limited to data breaches, ransomware, denial-of-service, or other malicious cybersecurity incidents, act of any sovereign including but not limited to war, invasion, act of foreign enemies, hostilities, whether war be declared or not, civil war, rebellion, labor dispute, government actions, insurrection or impossibility to supply due to excessively onerous supply conditions, being beyond the reasonable control of any of the parties and affecting its performance or the fulfilling of any obligation to the exclusion of payments due. The period of time during which any party is prevented or delayed in the performance or the fulfilling of any obligation to the exclusion of payments due to unavoidable delays caused by an Event of Force Majeure shall be added to such party’s time for performance thereof, and such party shall have no liability by reason thereof, provided that a prompt notice is given by the party affected by an Event of Force Majeure to the other along with cogent proof of the occurrence of the event affecting its performance. The party so affected shall also give a notice in writing to the other party within fifteen (15) days of the cessation of the condition of the Event of Force Majeure. If the condition of the Event of Force Majeure continues for more than three (3) months from the date of its occurrence, either party may terminate an order upon giving notice in writing to the other.
  9. Modification; Waiver. BCM reserves the right to amend these Terms & Conditions at any time and from time to time in its absolute and sole discretion. No waiver or breach of any term or condition shall be construed to be a waiver of any succeeding breach.
  10. Invalid Provisions; Severability. If any of the terms and provisions of this Agreement shall be declared invalid or inoperative by a court of competent jurisdiction, all of the remaining terms shall remain in full force and effect.
  11. Paragraph Headings. Paragraph titles are for the convenience of the parties only and shall not be considered in construing the provisions of this Agreement.
  12. Governing Law; Jurisdiction; Waiver of Jury Trial. Any and all claims, disputes, and matters arising out of or relating to this Agreement shall be governed by the laws of the Commonwealth of Virginia. Any legal action, dispute, or proceeding arising from or in connection with this Agreement shall be brought and maintained exclusively in the federal or state courts of the Commonwealth of Virginia, and Customer hereby consents to such personal jurisdiction within the Commonwealth of Virginia. All parties hereto waive the right to trial by jury in connection with any litigation arising with respect to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna on 11 April 1980 (Treaty Series 1981, 184 and 1986, 61), is excluded.

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