Terms and Conditions

“NOTICE THAT TERMS HAVE BEEN UPDATED: WE ENCOURAGE YOU TO READ OUR UPDATED TERMS AND CONDITIONS, WHICH INCLUDE AN ARBITRATION CLAUSE”

Lab Alley LLC ( “Lab Alley") is engaged in the business of manufacturing and distribution of fine chemicals and laboratory supplies to its customers (the “Product” or “Products”). By using Lab Alley’s Products or services, you ("Customer" or “You”) agree to be bound by the following terms and conditions (the “Terms”), which together with any purchase order executed by Lab Alley and the Customer, comprises the entire agreement ("Agreement") between Lab Alley and the Customer.

IMPORTANT: PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND LAB ALLEY CAN BE BROUGHT, INCLUDING THE ARBITRATION AGREEMENT (SEE SECTION 22 BELOW). PLEASE REVIEW THE ARBITRATION AGREEMENT BELOW CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH LAB ALLEY ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION (AS DESCRIBED IN SECTION 22 BELOW). BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Any provisions contained in any document issued by Customer are expressly rejected and if the Terms in this Agreement differ from the terms of Customer’s offer, this document shall be construed as a counteroffer and shall not be effective as an acceptance of Customer’s document. Customer’s receipt of Productsor Lab Alley’s commencement of the services provided hereinwill constitute Customer’s acceptance of this Agreement.

1. Price

All prices published by Lab Alley or quoted by Lab Alley’s representatives may be changed at any time without notice. All prices quoted by Lab Alley or Lab Alley’s representatives are valid for thirty (30) days, unless otherwise stated in writing. All prices for Products will be as specified by Lab Alley or, if no price has been specified or quoted, the price will be Lab Alley’s price in effect at the time of shipment of the Products. All prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of Lab Alley’s original price quotation.

2. Specifications

Product specifications are subject to change without prior notice.

3. Payment

Terms 
Most of Lab Alley’s Products are available for direct purchase online via our website using a credit card or PayPal. In addition, approved commercial customers can purchase online via our website using a company purchase order. Lab Alley may invoice Customer upon shipment for the price and all other charges payable by Customer in accordance with the terms herein. If no payment terms are stated on the face of the invoice, payment shall be madethirty (30) days from the date of the invoice. If Customer fails to pay any amounts due within thirty (30) days of receipt of the invoice, Customer shall pay Lab Alleyinterest at a periodic rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys’ fees and costs) incurred by Lab Alley in collecting such overdue amounts or otherwise enforcing Lab Alley’s rights under the Agreement. Lab Alley reserves the right to require from Customer full or partial payment in advance if Lab Alley believes in good faith that Customer’s financial condition does not justify the terms of payment specified. All payments shall be made in U.S. Dollars (U.S.D.).

4. Taxes and Other Charges

Prices for the Products exclude all sales, value added, and other taxes and duties imposed with respect to the sale, delivery, or use of any Product. All of said taxes and duties referred to in this paragraph must be paid by Customer.

5. Shipping

Please read our Shipping and Returns policy.

6. Returns 

Please read our Shipping and Returns policy.

7. Product and Service Warranties

(a) Lab Alley warrants to Customer the following:

i. All Products provided to Customer pursuant to this Agreement will meet the manufacturer's specifications for a term equal to the warranty period stated in the Product manufacturer's terms and conditions or sixty (60) days, whichever is longer; and

ii. services provided, if any, will be of the kind and quality designated and will be performed by qualified personnel.

(b) If any Product or service warranted under the Agreement proves defective or non-conforming, Lab Alley's sole liability and Customer's sole remedy under the Agreement shall be for Lab Alley to repair or, at Lab Alley's option: (i) replace, or re-perform the service, at no cost to Customer, any such defective or non-conforming Product with a non-defective or conforming Product ;or (ii) credit Customer's account for all amounts paid with respect to the defective or non-conforming Product or service upon Lab Alley's receipt of the defective or non-conforming Product. In the event of replacement of the Product, the replacement Product will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer.

(cHowever, in no event shall Lab Alley have any obligation to make repairs, replacements or corrections resulting from, in whole or in part:(i) normal wear and tear; (ii) accident, disaster or event of force majeure;(iii) misuse, fault or negligence caused by, arising from, and/or related to Customer=; (iv) use of the Product in a manner for which it was not designed; (v) causes external to the Product, including, but not limited to, power failure, electrical power surges, or by reason of Customer’s failure to maintain environmental control;or (vi) improper storage and handling of the Product. Any installation, maintenance, repair, service, relocation or alteration to or of, or other tampering with, the Product performed by any person or entity other than Lab Alley, without Lab Alley’s prior written approval, or any use of replacement parts not supplied by Lab Alley, shall immediately void and cancel all warranties with respect to the affected Product(s).

(d) Lab Alley’s warranty shall be limited to Products which are defective or non-conforming, which is defined as a Product that is outside of the manufacturer's defined Product specifications. A defective or non-conforming Product does not include Products that fail to meet any fitness of use by Customer or any unique Customer operating conditions or applications.

(e) If you believe a Product falls within our warranty and requires repair or service, please contact Lab Alley for instructions on how to proceed. The obligations created by this warranty statement, to repair or replace a defective Product, shall be the sole remedy of Customer in the event of a defective Product, in conjunction with the Limitation of Liability and Arbitration provisions below. Lab Alley HEREBY DISCLAIMS ALL OTHER WARRANTIES OR GUARANTEES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABIIITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(f) Any warranties or claims, expressed or implied, by Lab Alley for its Products are valid, only if, they are sold directly to the Customer by Lab Alley or sold through one of the US or worldwide distributors authorized by Lab Alley.

 
(g) Notwithstanding the foregoing, Products supplied by Lab Alley that are obtained by Lab Alley from an original manufacturer or third party supplier are not warranted by Lab Alley, but Lab Alley agrees to assign to Customer any warranty rights in such Products that Lab Alley may have from the original manufacturer or third party supplier, to the extent such assignment is allowed by such original manufacturer or third party supplier.

8. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, THE LIABILITY OF LAB ALLEY UNDER THESE TERMS, WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LESSER OF (A) THE TOTAL PURCHASE PRICE PAID BY CUSTOMER TO LAB ALLEY WITH RESPECT TO THE PRODUCTS GIVING RISE TO THE ALLEGED LIABILITY, OR (B) ONE MILLION DOLLARS ($1,000,000). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, IN NO EVENT SHALL LAB ALLEY BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF EARNINIGS, LOSS OF DATA, LOSS OF PROFITS, OR LOSS OF GOODWILL, REGARDLESS OF WHETHER LAB ALLEY (A) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR (B) IS NEGLIGENT. THIS PROVISION SHALL HAVE NO EFFECT ON LAB ALLEY’S CHOICE OF LAW AND ARBITRATION PROVISIONS BELOW.

9. Indemnification
Customer shall defend, indemnify and hold Lab Alley and its officers, directors, employees, and agents, harmless from and against any and all claims, actions, liability, expenses, costs, including without limitation, reasonable attorneys’ fees and disbursements and court costs, or losses arising from or in connection with (i) the negligence or willful misconduct of Customer, its agents, employees, representatives or contractors; (ii) use of a Product in an application or environment for which it was not designed; (iii) modifications of a Product by anyone other than Lab Alley without Lab Alley’s prior written approval;  (iv) Lab Alley’s compliance with designs, specifications or instructions supplied to Lab Alley by Customer; or (v) any breach by Customer of its obligations hereunder. This Section 9 shall survive termination and cancellation of this Agreement.

10. Proprietary Information

Customer agrees that all pricing, discounts, and technical information that Lab Alley provides to Customer is the confidential and proprietary information of Lab Alley. Customer agrees to (1) keep such information confidential and not disclose such information to any third party, and (2) use such information solely for Customer’s internal purposes, and in connection with the Products supplied under the Agreement. Nothing in the Agreement shall restrict the use of information available to the general public. Customer agrees to inform its employees, agents, and representatives of these obligations and shall require them to assume equivalent obligations.

11. Miscellaneous

(a) Termination - TheAgreement may be terminated by either party for convenience at any time upon reasonable written notice delivered to the other party. In the event of any termination or expiration of the Agreement, Customer shall be billed immediately for Products shipped through the effective date of such termination, or expiration, and all custom Products purchased for Customer in Lab Alley's inventories at such date, and Customer shall pay the invoiced amount immediately upon receipt of such invoice.

(b) Delivery, Cancellation and Changes by Customer The Product will be shipped to the destination specified by Customer, F.O.B. Lab Alley’s shipping point. Lab Alley will have the right, at its discretion, to make partial shipments of the Product and to invoice each shipment separately. Delivery of all orders will be FCA (INCOTERMS 2000). Shipping and handling fees, special packaging materials (e.g., blue ice), carrier surcharges and hazardous material fees imposed by government regulation will be added separately to the invoice. Lab Alley reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Customer fails to make any payment to Lab Alley when due, or Customer otherwise fails to perform its obligations under the Agreement. All shipping and delivery dates are approximate only, and Lab Alley will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Lab Alley’s reasonable control. In the event of a delay due to any cause beyond Lab Alley’s reasonable control, Lab Alley reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Customer will not be entitled to refuse delivery, or will Customer otherwise be relieved of any obligations under the Agreement as the result of such delay. Orders in process may be canceled only with Lab Alley’s written consent and upon payment of Lab Alley’s cancellation charges, if applicable. Orders in process may not be changed except with Lab Alley’s written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price. Credit will not be allowed for Products returned without the prior written consent of Lab Alley.

12.   Title and Risk of Loss

Notwithstanding the Terms of the Agreement, and subject to Lab Alley’s right to stop delivery of Product in transit, title to and risk of loss of the Products will pass to Customer upon delivery of possession of the Product by Lab Alley to the carrier; provided, however, that title to any software incorporated within or forming a part of the Product shall at all times remain with Lab Alley or the licensor(s) thereof, as the case may be.

13. Product Liability Disclaimer

Lab Alley makes no guarantee and provides no warranty or representation of any kind, express or implied, concerning the fitness or suitability of any Lab Alley Product for any use or application, and Lab Alley shall have no liability or obligation of any kind if aLab Alley Product is used for an application for which it is not fit or suited.

Purchasers and users of Lab Alley Products have the sole responsibility of determining the fitness and suitability of Lab Alley products for the applications for which they are used.

14. Pure Ethanol/Alcohol Purchases 

All Pure Ethanol/Alcohol Products are Food Grade but are not permitted for beverage use. Must be 21 or older to purchase Pure Ethanol/Alcohol Products, and comply with all local, state and federal laws.

15. Autoship & Save

By checking "Yes, make my life easy" and agreeing to the accompanying terms on the LabAlley.com checkout page, you agree to accept these terms and conditions (only applicable to section 15 and its subsections, "Terms and Conditions") for our Autoship subscription ordering program ("Autoship"). The Terms and Conditions constitute the entire agreement between Customer and Lab Alley relating to our Autoship program. By placing an order and enrolling in our Autoship program, you accept these terms, conditions, limitations, and requirements. Please read these Terms and Conditions carefully.

(a) Benefits

When Customer purchases a Product on LabAlley.com and enrolls in our Autoship program, Customer is signing up for continuous shipments of such Product and may select how often Customer would like Products delivered.Customer may change the periodic delivery schedule at any time (including on a one-time basis), as well as the shipping address, payment method, and Product included in the program. Additionally, when Customer purchases certain Products designated as "Autoship & Save" eligible, and Customer enrolls in the Autoship program for such Products, Customer will save an additional percentage on Lab Alley’s everyday low prices.

Lab Alley reserves the right to change Autoship benefits at any time in its sole discretion, including discount amounts and eligibility used to determine discount amounts; provided, however, Lab Alley will not change the price of Customer’s next shipment once Customer has authorized an order as set forth in these Terms and Conditions. Some of the offer details may change as you receive deliveries over time (for example, price, taxes, availability, shipping charges). Subscriptions are good while supplies last.

(b) Notifications; Automatic Order Creation; Order Changes or Cancellation

When Customer places its initial order for a Product and enrolls in our Autoship program, Customer will receive a notice that its Autoship subscription has been created and Customer’s first order will be processed. Customer’s first order will be processed immediately, and Customer’s selected payment method will be charged at the time the order is placed. Customer’s Autoship subscription will thereafter automatically create a new order according to Customer’s chosen delivery schedule, until Customer cancels.

For subsequent orders of Products, included in Autoship, up to 24 hours prior to the ship date selected by Customer, Customer will receive a pre-shipment email notification reminding Customer of its upcoming shipment, the period available to make changes to Customer’s order, and the scheduled ship date. Customer can edit or cancel its order during the period beginning upon receipt of such email notification and ending 10:00pm (CST) the day preceding Customer’s designated ship date (i.e., the day prior to Customer’s ship date). If Customer does not cancel the order before the day prior to your ship date, Customer’s order will be authorized, and a credit card authorization hold will be placed on the payment method used to create Customer’s subscription or updated payment method Customer may provide. Customer will see a pending charge during this time as Lab Alley prepares Customer’s order. There is no need to call or update any information online when Customer sees this pending charge.

(c) Credit Card Authorizations and Charges

When Customer enrolls for continuous shipments on Autoship, Customer will be required to expressly agree to permit Lab Alley to charge Customer’s chosen payment method on a recurring basis, as well as the amount of the charge, which amount shall be set as described below. Lab Alley will submit periodic charges (i.e., monthly) to Customer’s chosen payment method without further authorization from Customer, until Customer provides prior notice at any time that Customer wishes to cancel or to change its payment method. Approximately 24 hours prior to Customer’s designated ship date, Customer’s order will be authorized, and a payment authorization hold will be placed on Customer’s chosen payment method. Once Customer’s order is processed, Customer’s payment method will be charged for the authorized amount. For clarification purposes only, a payment authorization hold is not an actual charge, i.e., if an authorization hold is placed for $49 on January 1 and Customer’s payment method is charged $49 on January 2 when Customer’s order is shipped, Customer will only see one actual charge on Customer’s payment method on January 2 for $49. An authorization hold may impact the amount of remaining credit available to Customer under Customer’s chosen payment method.

(d) Pricing; Payment; Renewal; Cancellation

The amount Customer is ultimately charged for a Product delivered pursuant to our Autoship program will be the price of that item as stated in the pre-shipment email notification Customer received, or lower if the price of the Product is lower on our site as of the time Customer’s order is authorized. Once Customer’s order has shipped, Customer’s chosen credit card or other payment method will be billed this amount. Customer will not be charged until Customer’s order ships. The total cost charged to Customer’s payment method for each Autoship order will be the price of the item, less the Autoship & Save discount or any other discount, if applicable, plus any applicable shipping charges and sales tax. Any credit balances on Customer’s LabAlley.com customer account may be applied toward the balance of Customer’s order before charging any remaining balance to Customer’s payment method.

The charge for each Autoship item shipment will be billed to the payment method used to create Customer’s subscription or as otherwise directed by Customer. If we are unable to complete Customer’s Autoship order with the payment method Customer used to create Customer’s subscription, we will notify Customer and give Customer the opportunity to add another payment method in Customer’s account and to charge the payment method for Customer’s Autoship order.

Customer’s subscription will remain in effect until it is cancelled. Customer can cancel at any time by emailing customerservice@laballey.com.

(e) Agreement Changes

Lab Alley may, in its sole discretion, change these Terms and Conditions, (including all applicable Terms, Conditions, limitations and requirements on the LabAlley.com website), without notice to Customer. If any change to these terms and conditions is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any other Terms and Conditions. CUSTOMER’S CONTINUED PARTICIPATION AFTER LAB ALLEY CHANGES THESE TERMS AND CONDITIONS CONSTITUTES CUSTOMER’S ACCEPTANCE OF THE CHANGES. IF CUSTOMER DOES NOT AGREE TO ANY CHANGES, CUSTOMER MUST CANCEL ITS SUBSCRIPTIONS.

(f) Additional Terms

Lab Alley may, in its sole discretion, terminate Customer’s subscriptions at any time without notice. If Lab Alley does so, Customer will only be charged for orders that have been shipped to Customer. Customer’s participation in the Autoship program is personal to Customer, and Customer may not assign or transfer its Subscription or any of the benefits to any third party without Lab Alley’s authorization. All returns under Autoship are subject to the LabAlley.com Return Policy. Autoship subscriptions are void where prohibited.

16.  Severability 

If any term or provision of this Agreement, or any application thereof, is held invalid or unenforceable, the remainder of the Agreement’s Terms and/or provisions, and any application of the Terms and/or provisions therein shall not be affected, and shall remain valid and enforceable.

17.  Applicable Law, Venue 

This Agreement is made pursuant to, and shall be construed and enforced exclusively in accordance with, the laws of the State of Texas (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.  Subject to the Arbitration Agreement below (see Section 22), any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement against any of the parties shall be brought in the courts of the State of Texas, or, if applicable, in the United States District Court for the Western District of Texas,  and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding. In the event of any legal proceeding between the Customer and Lab Alley relating to this Agreement, neither party may claim the right to a trial by jury, and both parties waive any right they may have under applicable law or otherwise to a right to a trial by jury.

18. Time Limitations

Regardless of any contrary statute or law, any suit seeking to enforce any provision of, or based on any right arising out of, this Agreement must be filed within one (1) year from the date that the cause of action accrued.

19. Enforceability 

Lab Alley’s failure to enforce, or Lab Alley’s waiver of a breach of, any provision contained in the Agreement shall not constitute a waiver of any other breach or of any other provision to the Agreement.

20. Assignment 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and designees; provided, however, neither party shall have the right to transfer, assign or delegate its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other party (except that either party may assign this Agreement to a parent, subsidiary or successor corporation without such consent).

21. Merger Clause

The Agreement is the complete and final agreement between Lab Alley and Customer with respect to Customer’s purchase of Products. No communications or representations made by Lab Alley or Customer previous to the execution of this Agreement form a part of this Agreement. No waiver, consent, modification, amendment or change of the Terms contained in the Agreement shall be binding unless in writing and signed by Customer and Lab Alley. Lab Alley’s failure to object to terms contained in any subsequent communication from Customer will not be a waiver or modification of the Terms set forth herein. All orders are subject to acceptance in writing by an authorized representative of Lab Alley.

22. ARBITRATION AGREEMENT

By agreeing to the Terms, you, the Customer, agree that you are required to resolve any claim that you may have against Lab Alley on an individual basis in arbitration as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Lab Alley, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Lab Alley by someone else. For the avoidance of doubt, this precludes you from bringing or participating in any kind of any class, collective, coordinated, consolidated, representative or other kind of group, multi-plaintiff or joint action against Lab Alley.

(a) Agreement to Binding Arbitration Between You and Lab Alley.

Except as expressly provided below in Section 22(b), you and Lab Alley agree that any dispute, claim or controversy in any way arising out of or relating to (i) these Terms and prior versions of

these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof, (ii) your access to or use of a Products or related services at any time, (iii) incidents or accidents resulting in personal injury that you allege occurred in connection with your use of the Products or related services, whether the dispute, claim or controversy occurred or accrued before or after the date you agreed to the Terms, or (iv) your relationship with Lab Alley, will be settled by binding arbitration between you and Lab Alley, and not in a court of law. This Arbitration Agreement survives after your relationship with Lab Alley ends. You acknowledge and agree that you and Lab Alley are each waiving the right to a trial by jury or to bring or to participate as a plaintiff or class member in any class, purported class, collective, coordinated, consolidated, or representative proceeding. This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third-parties, including but not limited to your spouses, heirs, third-party beneficiaries and assigns, where their underlying claims are in relation to your use of a Product or related services. To the extent that any third-party beneficiary to this Agreement brings claims against the parties to said Agreement - those claims shall also be subject to this Arbitration Agreement.

(b) Exceptions to Arbitration

Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of the

following claims: (i) individual claims brought in small claims court so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (ii) injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. Such claims may be brought and litigated in a court of competent jurisdiction by you on an individual basis only. On an individual basis means that you cannot bring such claims as a class, coordinated, consolidated, collective, or representative action against Lab Alley. For the avoidance of doubt, this precludes you from bringing claims as or participating in any kind of any class, collective, coordinated, consolidated, representative or other kind of group, multiplaintiff or joint action against Lab Alley and no action brought by you may be consolidated or joined in any fashion with any other proceeding. Where your claims are brought and litigated to completion on such an individual basis in a court of competent jurisdiction, Lab Alley agrees to honor your election.

The parties’ agreement not to require arbitration in these limited instances does not waive the enforceability of this Arbitration Agreement as to any other provision (including, but not limited to, the waivers provided for in Section 22(a), which will continue to apply in court as well as in arbitration), or the enforceability of this Agreement as to any other controversy, claim or dispute.

(c) Rules and Governing Law

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator ("Arbitrator"), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are applicable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to a dispute, you and Lab Alley agree that the arbitrator will decide that issue.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties to be bound by the provisions of the FAA for all purposes, including, but not limited to, interpretation, implementation, enforcement, and administration of this Arbitration Agreement, and that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, then that issue shall be resolved under the laws of the state of Texas.

Any dispute, claim, or controversy arising out of or relating to incidents or accidents in connection with your use of Lab Alley Products or related services, whether before or after the date you agreed to the Terms, shall be governed by and construed in accordance with the laws of the state of Texas.

(d) Process

Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Lab Alley each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution. Notice of the dispute must include the party’s name, preferred contact information, a brief description of the dispute, and the relief sought. Notice to Lab Alley must be sent to Lab Alley, 12501 Pauls Valley Road, Suite A, Austin, Texas 78737. Neither party shall initiate arbitration until 30 days after the notice is sent. Engaging in this pre-arbitration dispute resolution and notification process is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal resolution process required by this paragraph.

Initiating Arbitration. In order to initiate arbitration, a party must provide the other party with a written Demand for Arbitration and file the Demand with AAA as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). A party initiating an arbitration against Lab Alley must send the written Demand for Arbitration to Lab Alley, 12501 Pauls Valley Road, Suite A, Austin, Texas 78737, or serve the Demand on Lab Alley’s registered agent for service of process (the name and current contact information for the registered agent are available online). The Arbitrator will be either (1) a retired judge or (2) an attorney licensed to practice law in the state where the arbitration is conducted. The Arbitrator will be selected by the parties from the AAA's National Roster of Arbitrators. If the parties are unable to agree upon an Arbitrator after a good faith meet and confer effort, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

(e) Location and Procedure

Unless you and Lab Alley otherwise agree, the arbitration will be conducted in the county where

you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Lab Alley submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

(f) Arbitrator's Decision

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration, you may seek an award of attorneys' fees and expenses to the extent permitted under applicable law. Lab Alley will not seek, and hereby waives all rights Lab Alley may have under applicable law to recover attorneys' fees and expenses if Lab Alley prevails in arbitration.

(g) Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

(h) Severability and Survival

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

23. SMS/MMS Mobile Message Marketing Program Terms And Conditions

In addition, Customer agrees to Lab Alley’s Messaging terms (https://terms.pscr.pt/legal/shop/lab-alley/terms_of_service) and Messaging Privacy Policy (https://terms.pscr.pt/legal/shop/lab-alley/privacy_policy).

24. Terms and Conditions For Promotions 

  • Promotions are only valid for the specified product(s) noted in the promotion.
  • Products with SKUs that start with the letter “C” are not eligible for promotions unless otherwise specified.  
  • Business customers who submit purchase orders are not eligible for promotions unless otherwise specified.
  • Only one promotion may be used at a time and cannot be combined with any other promotion.
  • Promotions follow shipping restrictions per government guidelines. 
  • Promotional credits are non transferable and may not be sold, bartered, auctioned, traded, or exchanged. 
  • Credits cannot be used on promotional purchases.
  • Promotions expire on the date stated in the offer.
  • Promotions may be restricted to specific products or merchant partners, per the terms of the offer.
  • A customer’s use of a promotion constitutes acceptance of the applicable offer terms and conditions.
  • Promotions will be applied on the value of goods sold by Lab Alley, LLC inclusive of all applicable taxes.
  • Lab Alley, LLC reserves the right to deny honoring an offer on the grounds of suspicion or abuse of offers without providing any explanation thereof.
  • In case of multiple applicable offers, Lab Alley, LLC will apply the best applicable offer at the time of checkout.
  • Promotions designated for new customers or new auto-ship customers are only available to those customers. Lab Alley LLC will utilize our customer data to determine eligibility. That data includes any of the following identifiers: company name, individual name, email, credit card, or phone number. 
  • All deliveries are subject to availability. Delivery times vary due to weather, merchant availability, traffic, and other circumstances, and are not guaranteed. 
  • Offer void where prohibited, licensed, or restricted by federal, state, provincial, or local laws or regulation or agency/ institutional policy. Other restrictions may apply.
  • Restrictions, eligible products, shipping restrictions, codes only active for a limited time, etc. 
  • Promotions are not eligible for shipments to Alaska, Hawaii, Puerto Rico, or Canada.
  • Freight and air shipments are discounted only when stated in the promotion.
  • Discounts are taken off the list price and do not include poison packs and HAZMAT fees. Prices shown reflect promotional prices.
  • Customer acknowledges that this offer may include a discount or other price reduction that must be properly and accurately accounted for and reported by customer in accordance with all federal and state laws, including without limitation the federal anti-kickback law (42 U.S.C. § 1320a-7b(b)(3)(A)) and regulations thereunder (42 C.F.R. §1001.952(h)).
  • HAZMAT free promotions include one HAZMAT fee per order.
  • Buy one get one (BOGO) promotions do not include HAZMAT fees.
  • Offers may be revoked or changed at any time without notice.