Terms & Conditions
NOTICE: Sale of any Products or Services is expressly conditioned on Buyer’s assent to these Terms and Conditions. Any acceptance of Seller’s offer is expressly limited to acceptance of these Terms and Conditions and Seller expressly objects to any additional or different terms proposed by Buyer. No Buyer form shall modify these Terms and Conditions, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions. Any order to purchase products or receive services shall constitute Buyer’s assent to these Terms and Conditions. Unless otherwise specified in the quotation.
Limitation of Liability.
(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INJURY OR LOSS OF LIFE IN NO EVENT SHALL SELLER BE LIABLY TO COMPENSATE BUYER DUE TO HARM OR LOSS OF PRODUCT.
(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS SOLD HEREUNDER OR, AS TO SERVICES, FOR THE AMOUNTS PAID TO SELLER FOR SERVICES PERFORMED HEREUNDER.
(c) This limitation of liability is a material basis for the parties’ bargain and reflects the bargained-for allocation of risks between Seller and Buyer, without which Seller would not have agreed to provide the Products or services at the price charged.
12. Adequate Assurance.
Seller reserves the right by written notice to cancel any order or require full or partial payment or adequate assurance of performance from Buyer without liability to Seller in the event of: (i) Buyer’s insolvency, (ii) Buyer’s filing of a voluntary petition in bankruptcy, (iii) the appointment of a receiver or trustee for Buyer or (iv) the execution by Buyer of an assignment for the benefit of creditors. Seller reserves its right to suspend its performance until payment or adequate assurance of performance is received and also reserves its right to cancel Buyer’s credit at any time for any reason.
13. Intellectual Property Rights.
(a) Seller is unable to guarantee that no patent rights, copyrights, trademarks, (user) rights, trade models or any other rights of third-parties are infringed by goods received from suppliers and/or buyers via Seller or third-parties via them, including but not limited to goods, models and drawings for the manufacture and/or delivery of certain Products.
(b) In the absence of written agreement to the contrary, Seller holds the copyrights and all rights of (industrial) property to the offers it has made and the designs, images, drawings (test) models, software, templates and other goods that it has issued.
14. Compliance with Laws.
(a) Seller shall take reasonable steps to ensure the Products are in conformity with applicable laws and regulations; however, Buyer acknowledges that Products may be used in various jurisdictions for various applications subject to disparate regulations and therefore that Seller cannot warrant compliance with all applicable laws and regulations. Seller disclaims any representation or warranty that the Products conform to federal, state or local laws, regulations, ordinances, codes or standards, except as expressly set forth by Seller in writing. Buyer shall comply with all applicable laws, regulations and ordinances. Seller may terminate this Contract if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.
(b) The products, items, technology or software covered by a quotation/order may be subject to various laws including U.S. and foreign export controls. Seller is committed to complying with all relevant export laws. If these items are of United States origin and are being exported from the United States, the following statement applies, “These commodities, technology or software were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited.” Buyer is responsible for applying for export licenses, if required, based on end user or country of ultimate destination. Seller’s obligations are conditioned upon Buyer’s compliance with all U.S. and other applicable trade control laws and regulations. Buyer shall not trans-ship, re-export, divert or direct Products other than in and to the ultimate country of destination declared by Buyer and specified as the country of ultimate destination on Seller’s invoice. Buyer agrees to indemnify and hold Seller harmless from any and all costs, liabilities, penalties, sanctions and fines related to non-compliance with applicable export laws and regulations.
(c) Buyer represents and warrants that it is not subject to any trade sanctions imposed by the U.S., EU and/or UN and that it is in compliance and shall comply with all applicable laws and regulations relating to trade restrictions and/or export controls (including trade sanctions imposed by the US, EU and/or UN) with respect to Products sold hereunder, and shall provide evidence of compliance with the foregoing as Seller may reasonably request from time to time.
(d) Buyer represents and warrants that it is in compliance and shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and has not, directly or indirectly, offered, paid, promised, or authorized the giving of money or anything of value to any government official for the purpose of influencing any act or decision of such government official. Buyer is not on, nor is Buyer associated with any organization that is on, any list of entities maintained by the United States government that identifies parties to which the sale of goods or services is restricted or prohibited.
15. Nuclear and Hazardous Activities.
Unless specifically agreed to in writing by an authorized officer of Seller, Products shall not be used in connection with any nuclear facility or any other application or hazardous activity where the failure of a single component could cause substantial harm to persons or property. If so used, Buyer agrees to indemnify and hold Seller harmless from any and all causes of action, claims, costs, liabilities, and losses that arise from or relate to the use of Products in such facilities, applications, or activities.
In addition to any remedies that may be provided under these Terms and Conditions, Seller may terminate this Contract with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Contract and such failure continues for thirty (30) days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
17. Amendment and Modification.
These Terms and Conditions may only be amended or modified in a writing which specifically states that it amends these Terms and Conditions and is signed by an authorized representative of each party.
No waiver by Seller of any of the provisions of this Contract is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Contract operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
19. Confidential Information.
All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
20. Force Majeure.
Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Contract, for any failure or delay in fulfilling or performing any term of this Contract when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Buyer shall not assign any of its rights or delegate any of its obligations under this Contract without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Contract.
22. Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Contract shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
23. Governing Law.
All matters arising out of or relating to this Contract are governed by and construed in accordance with the internal laws of (i) the State of Pennsylvania if Buyer’s place of business is in the U.S. or (ii) British Columbia if Buyer’s place of business is in Canada, without giving effect to any choice or conflict of law provision or rule (whether of the State of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If the Contract includes the sale of Products and Buyer is outside of Seller’s Country, the United Nations Convention on Contracts for the International Sale of Goods shall apply.
24. Submission to Jurisdiction.
Any legal suit, action or proceeding arising out of or relating to this Contract shall be instituted, depending upon the location of Buyer, in accordance with the following: (i) if Buyer’s pertinent place of business is in the U.S., legal action shall be commenced in the federal courts of the United States of America or the courts of the State of Pennsylvania in each case located in the City of Dallas and Dallas County, or (ii) if Buyer’s pertinent place of business is in Canada legal action shall be commenced in the federal or provincial courts located in British Columbia (Judicial District of Vancouver). If Buyer’s pertinent place of business is outside the U.S. and Canada, the dispute shall be submitted to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC”). The number of arbitrators shall be one, selected in accordance with the ICC rules, unless the amount in dispute exceeds the equivalent of U.S. $5,000,000, in which event it shall be three. When three arbitrators are involved, each party shall appoint one arbitrator, and those two shall appoint the third within thirty (30) days, who shall be the Chairman. The seat, or legal place, of arbitration, shall be London, England. The arbitration shall be conducted in English. In reaching their decision, the arbitrators shall give full force and effect to the intent of the parties as expressed in the Contract, and if a solution is not found in the Contract, shall apply the governing law of the Contract. The decision of the arbitrator(s) shall be final and binding upon both parties, and neither party shall seek recourse to a law court or other authority to appeal for revisions of the decision. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding arising out of these terms and conditions.
All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Contract or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Contract, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
If any term or provision of this Contract is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.
Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms and Conditions including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Indemnification, Submission to Jurisdiction/Arbitration and Survival.
28. Complete Agreement.
These General Terms and Conditions constitute the entire agreement between Buyer and Seller relating to the subject matter hereof, and supersede all prior and contemporaneous discussions, understandings, and agreements related to the subject matter hereof.
The parties have expressly requested that this Contract and all related documents be drafted in the English language.
Children should NEVER be allowed to play with NEODYMIUM magnets. Even relatively small magnets can cause blood blisters and cuts and tiny magnets can cause serious injury if swallowed.
If more than one magnet is swallowed, they can attract each other through the walls of the intestines, get stuck and pinch the digestive tract causing major swelling and even life-threatening injuries requiring surgery. Always keep all neodymium magnets out of the reach of children.
Crushing, cuts and blisters
Fingers can quickly become caught between magnets causing blood blisters or cuts. Wear gloves when handling larger magnets and always handle with care. Larger magnets (30 cm3+) can easily crush fingers and break bones.
Breaking and chipping
Magnets slamming together is the most common cause of broken magnets and it is possible that one or both magnets could chip or shatter. Due to the force exerted by the magnets, it is possible that chips may fly off at high speed into someone's eye, therefore we advise that when handling more than one neodymium magnet that you wear eye protection. Chips and broken magnets can also be quite sharp, so treat them as carefully as you would broken glass.
Always keep a safe distance (at least 10cm) between magnets and all objects that can be damaged by magnetism and remember, neodymium magnets are ten times stronger than ‘ordinary’ magnets! Items such as mechanical watches, heart pacemakers, CRT monitors and televisions, credit cards, diskettes and other magnetically stored media such as video tapes are all affected by powerful magnets.
It is five times easier to slide a magnet from a ferrous surface than pull it off vertically. Small magnets can usually be separated by hand by sliding one from the other using a sideways motion. If you are unable to do this with your hands alone then a good tactic is to place the two magnets overhanging the edge of a desk or table and slide one vertically downwards. Once separated, keep the free magnet moving away until a safe distance from the other(s) to avoid them snapping back together.
For really large magnets you will need a device known as a magnet splitter or separator jig. These devices come in various forms but the component which is consistent across all designs is a non-magnetic handle which is used to push one magnet from the other. For more advice about how to separate magnets, please read our 'how to separate magnets safely' article.
The raw materials that our magnets are made from are not detrimental to peoples’ health. However, it is important to recognise that magnets can have a dangerous effect on medical implants such as pacemakers. Also, it is quite common for some people to suffer nickel allergies, usually triggered by wearing of jewellery. As most of our neodymium magnets are coated with nickel, we offer the below advice.
There is a general lack of understanding regarding how magnets can affect heart pacemakers and implanted heart defibrillators.
At first4magnets.com we sought advice from a specialist and the following information represents our best knowledge regarding how heart pacemakers are affected by magnets.
Lindsay Grant (BSc CEng FIET CSci FIPEM ARCP) is a Consultant Clinical Scientist and Head of the Clinical Engineering Department of Medical Physics & Bioengineering at the Royal United Hospital.
Lindsay kindly gave us this advice: “The operation of heart pacemakers will be affected by the close proximity of a magnet. Magnets can set a pacemaker working in a way that is not suitable for the pacemaker user and that might affect their health. This change will stop when the magnet is removed.”
She added: “The background to this is that magnets are used to put pacemakers into a mode of working that does not respond to the patient's own heart rhythm. We regularly use magnets in our pacemaker clinics to change the working of the pacemaker, to see how it is operating. Each pacemaker manufacturer uses the 'magnet response' of a pacemaker in a different way, so it is impossible to be more precise than the above statement.
“Some manufacturers have a response that makes the pacemaker pace the heart at 100 beats-per-minute or faster. The pacemaker will not usually synchronise with the natural heart beat when a magnet is applied. Although in 20 years’ experience of putting magnets on pacemakers, I have never had a problem, it is theoretically possible to trigger a life threatening heart rhythm by doing so.”
First4magnets.com thank Lindsay for this clear and valuable advice.
Our neodymium magnets are nickel-plated. Nickel is a metal which can cause an allergic reaction in some people who are exposed to long-term contact with objects that release nickel and in most cases, these allergic reactions are triggered by jewellery containing nickel. As a precaution, avoid long-term contact with nickel-plated magnets and totally avoid contact with nickel-plated materials if you already have a nickel allergy. How much or little it takes to trigger a nickel allergy is debatable and changes from person to person.
Magnets, particularly strong neodymium magnets, need to be packaged so that they do not get stuck to steel objects. This means that magnets should be packed in sturdy cardboard boxes and kept as far away from the sides of the box as possible using soft packing. The magnetic field outside of the packaging should be so weak that it doesn’t interfere with sorting equipment.
At first4magnets.com the majority of our magnets are distributed via Royal Mail who stipulate that the magnetised material should have a magnetic field strength of less than 0.159A/m at a distance of 2.1m from the outside of the package and each package should include soft packing material at least 2cm thick around each item.
At first4magnets.com, when shipping our items by air we always follow the International Air Transport Association’s ‘Dangerous Goods Regulations’, which stipulate that a package containing magnets must measure less than 0.00525 gauss at a distance of 15 feet from the package. Improperly or insufficiently packaged magnets can interfere with aeroplane navigation systems. If you plan to redistribute magnets by air always package items with sufficient shielding and refer to the appropriate regulations.
Important Health and Safety Terms and Conditions: Magnets
1. Reachable Solutions LLC does not accept any responsibility for damage caused by the improper handling of these magnets. These magnets have a surprising amount of magnetic power and if handled incorrectly and be dangerous.
2. Do not allow children to handle these magnets.
3. Keep away from credit cards and other magnetically stored media
4. Keep magnets away from heart pacemakers. The operation of a heart pacemaker will be affected by the close proximity of a magnet. Magnets can set a pacemaker working in a way that is not suitable for a user and may affect their health.
5. Reachable solutions LLC does not accept responsibility for damage that has been caused by the improper handling of magnets. With the purchase of these magnets, you confirm hat you have read, understood and acted on the following warnings. If you are giving magnets as a gift, please include this information sheet in the package.
6. Do not place these magnets around face or ears as there is soft tissue in those areas that may get nipped very easily. The magnet may compress the tissue and as the magnets get closure together the force between them will increase. This will cause potential injury and pain.