01Scope and contract
Who these Terms apply to. These Terms apply to business, laboratory, academic, distributor, and government customers. They govern use of www.tlcstandards.com (the Website) and the sale of TLC products and services when they are included or referenced in a quotation, order confirmation, invoice, or other sales document. They are not intended for consumer purchases. Anyone acting for an organization confirms that they have authority to bind it.
Key terms. In these Terms, Customer or you means the organization using the Website or buying from TLC. TLC, we, us, or our means TLC Pharmaceutical Standards Ltd. Products include reference standards, impurities, metabolites, intermediates, isotopically labelled compounds, custom-synthesized compounds, and other materials supplied by TLC. Services include custom synthesis, analytical testing, and other work described in an accepted quotation or order confirmation. An Order is a purchase order or other order accepted by TLC.
Forming a contract. A request for quotation, Website submission, or automated acknowledgment is not a contract. An Order is accepted when TLC sends a written confirmation, begins agreed custom work, issues an invoice, or ships the Products, whichever happens first. TLC may decline an Order before accepting it.
Which terms control. If documents conflict, they control in this order: a written agreement signed by both parties; specific terms in TLC's quotation or order confirmation; and these Terms. Terms in a Customer purchase order, procurement portal, or supplier form do not apply unless an authorized TLC representative accepts them in writing. A separate confidentiality, quality, distribution, or project agreement remains in effect according to its terms.
Electronic acceptance. Placing an Order through the Website, clicking to accept these Terms, or submitting an Order by email or procurement portal that references these Terms constitutes acceptance of these Terms. The parties agree that Orders, confirmations, notices, and signatures may be made and kept electronically and are valid and enforceable in accordance with the Electronic Commerce Act, 2000 (Ontario).
Interpretation. In these Terms, including means including without limitation; headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; and written or in writing includes email.
02Website use and content
Permitted use. You may use the Website and download product documents for lawful evaluation, purchasing, research, laboratory records, audits, and regulatory submissions. Keep all ownership notices on downloaded material.
TLC content. TLC or its licensors own the Website and its protected content, including text, graphics, logos, chemical structures, data compilations, software, and trademarks. Except for the permitted use above or as allowed by law, you may not copy, modify, distribute, sell, publish, or create derivative works from that content without TLC's written permission. Website access and product purchases do not grant a patent licence. Third-party names and pharmacopoeial references are used only for identification and do not imply affiliation or endorsement.
Prohibited use. You must not use the Website unlawfully or interfere with its security or operation. Without TLC's written permission, you must not scrape or systematically download catalogue data, structures, identifiers, pricing, Certificates of Analysis, or other content; build a competing database; use Website content to train an artificial-intelligence model; bypass access controls; introduce malicious code; gain unauthorized access; collect personal information; impersonate another person; or submit false or misleading requests. Normal search-engine indexing that follows TLC's technical restrictions is allowed.
Accuracy and availability. Website information is provided for general evaluation and may contain errors or become outdated. TLC may correct errors and change or suspend Website features. For an accepted Order, the lot-specific Certificate of Analysis, product label, and specifications expressly agreed in writing take priority over a general Website listing. If TLC discovers an error that materially affects an accepted Order, TLC will notify the Customer who may accept the correction or cancel the affected item for a refund of any amount paid for it.
Information you submit. Only submit information you have authority to provide. A Website form or ordinary email does not create a confidentiality obligation. Arrange a non-disclosure agreement before sending confidential project information. TLC may use submitted information to respond to inquiries, evaluate requests, perform Orders, manage the customer relationship, and comply with law, subject to applicable privacy law and any separate agreement.
Third-party links. The Website may contain links to third-party websites that TLC does not control. TLC is not responsible for their content, availability, or practices, and a link does not imply endorsement.
Feedback. If the Customer provides suggestions, comments, or other feedback about TLC Products, Services, or the Website, TLC may use it for any purpose without restriction or compensation, provided TLC does not disclose the Customer’s Confidential Information or identify the Customer without consent.
03Quotations, Orders, and payment
Quotations and availability. Unless stated otherwise, a quotation is valid for 60 days. It does not reserve inventory, and Products quoted as in stock remain subject to availability when TLC accepts the Order. The Customer must promptly review the order confirmation and report any error before shipment or the start of custom work. Changes are effective only when TLC accepts them in writing and may change the price or timing.
Prices and additional charges. Prices are in U.S. dollars unless TLC agrees otherwise in writing. Unless expressly included, the Customer must pay shipping, insurance, special packaging, additional testing, taxes, duties, tariffs, import and customs charges, brokerage fees, and bank fees. TLC will add applicable sales taxes. A tax-exempt Customer must provide valid exemption documents before invoicing.
Payment and credit. New Customers must prepay unless TLC approves credit. Approved Customers means Customers that TLC has approved for credit. Approved Customers must pay according to the terms shown in the applicable sales documents. TLC may review or withdraw credit based on current information or payment history. Payments made toward an Order are allocated exclusively to that Order and may not be transferred, reassigned or applied to subsequent Orders by the Customer while the original Order remains outstanding, unless expressly agreed to in writing by TLC. The Customer must pay the undisputed part of an invoice even if another part is disputed and may not deduct or set off other amounts.
Late payment. TLC may charge interest on overdue amounts at 18% per year, calculated monthly, or the highest lawful rate if lower. TLC may pursue the Customer for reasonable collection costs, including legal and collection-agency fees. While an amount is overdue, TLC may pause work or shipments, require prepayment, or decline new Orders.
Right to refuse. TLC may decline or cancel an Order if a Product is unavailable, a pricing or listing error occurred, the Customer or intended use cannot be verified, required permits or end-use documents are missing, or TLC reasonably believes the transaction creates a safety, credit, legal, sanctions, or export-control risk.
05Product use and safety
Permitted use. Unless TLC agrees otherwise in writing, Products are for R&D use only in laboratory research, analytical testing, quality control, method development, and related scientific use by qualified personnel. They are not for administration to humans or animals, therapeutic or household use, diagnostic use, or incorporation into food, drugs, cosmetics, medical devices, or products for human or animal consumption.
Customer responsibility. The Customer must decide whether a Product is suitable for its intended use, validate its methods and results, obtain required approvals and licences, and meet applicable standards. TLC's suggestions do not guarantee fitness for a particular purpose.
Safe handling. Products may be hazardous, pharmacologically active, or potent, and their hazards may not be fully known. The Customer must restrict access to trained personnel; follow the label, Certificate of Analysis, Safety Data Sheet where available, and applicable law; and safely receive, store, handle, transport, and dispose of Products.
Product notices and recalls. If either party learns that a shipped lot may be nonconforming, mislabelled, or unsafe, it will promptly notify the other. The Customer will maintain records sufficient to trace Products it received, follow TLC’s reasonable instructions to quarantine, return, or destroy affected Products, and cooperate with any related investigation. If the issue results from TLC’s breach of its warranty, TLC will provide the remedies in section 8 and bear its reasonable direct costs of the return or replacement; otherwise the Customer bears its own costs.
Patents, Resale, and transfers. The Customer is responsible for ensuring that its use of pharmaceutical materials is permitted by applicable law, including any research or regulatory exemption on which it relies. TLC grants no licence under a third-party patent.
The Customer must not resell, distribute, export, re-export, or transfer Products unless TLC has authorized it in writing and the transfer complies with law.
Relabelling, rebranding or marketing TLC Products under another company's name or brand is strictly prohibited without prior written authorization from TLC.
Customers may not remove, alter or obscure TLC's original product identification, labels or documentation without TLC's written consent. TLC's name, trademarks, and documents must not be used to imply endorsement of the Customer's products, methods, or results.
06Custom Services and Customer Materials
Customer Materials. Customer Materials are samples, compounds, data, methods, specifications, and other items supplied for the work. The Customer confirms that it has the right to provide them and must accurately identify them, disclose known or suspected hazards before shipment or exposure, and follow TLC's shipping and safety instructions.
Customer delays. TLC is not responsible for delay or additional cost caused by incomplete, inaccurate, unsafe, or late Customer Materials, information, approvals, permits, or decisions. After notice, TLC may adjust the schedule and price to reflect the impact.
Unused materials. Unless another agreement applies, TLC may return, store, or destroy remaining Customer Materials after completing the Services. If the Customer gives no written instructions within 90 days after completion, TLC may return them at the Customer's cost, destroy them lawfully, or continue storage at a reasonable charge. TLC will not use Customer Materials for unrelated commercial purposes without written consent.
Intellectual property. Each party keeps the intellectual property it owned or developed independently. The Customer keeps ownership of Customer Materials. TLC keeps its existing and independently developed methods, processes, analytical techniques, know-how, software, templates, and general improvements. Unless the quotation or a project agreement says otherwise, after full payment the Customer receives a non-exclusive, non-transferable licence to use TLC's reports, results, and other deliverables for its internal scientific, quality, and regulatory purposes. Unless a quotation or project agreement expressly assigns them to the Customer, project-specific inventions, custom methods, and other custom deliverables are owned by TLC, with the Customer receiving a non-exclusive, non-transferable licence to use them for its internal purposes after full payment.
Subcontractors. TLC may use qualified affiliates and subcontractors that are subject to appropriate confidentiality and quality obligations. TLC remains responsible for the accepted Services, subject to the limitations and exclusions set out in these Terms.
07Timing, delivery, and storage
Lead times. Dates for backordered, made-to-order, and custom-synthesized items are estimates unless TLC expressly agrees to a firm date. Chemical synthesis and analytical development may fail for reasons that could not reasonably be predicted. Unless the accepted quotation promises otherwise, TLC does not guarantee a particular route, yield, purity, quantity, or completion date.
Cancellation for technical reasons. If TLC cannot complete a backordered or custom item, it may cancel that part of the Order by written notice. For a fixed-price item, the Customer will not owe the unpaid price and TLC will refund any prepayment for the cancelled part. For projects involving separately agreed milestone payments, development fees or time-and-materials arrangements, the Customer remains responsible for any charges payable under those agreed terms, including any expressly agreed non-cancellable costs.
Delivery and risk. Unless the quotation or order confirmation states otherwise, delivery is FCA Toronto, Canada. Risk of loss or damage passes to the Customer when TLC delivers the Products to the carrier or other person nominated by the Customer at that place. TLC handles the export clearance required under FCA. The Customer is responsible for carriage after delivery, insurance, import clearance, permits, duties, taxes, and destination-country requirements. TLC may make and invoice partial shipments.
Shipping conditions. TLC normally ships Products at room temperature even if their long-term storage condition is different, unless TLC’s product specifications indicate that the Product requires storage below ambient temperature, TLC decides that sample integrity may be affected, or the parties agree on another service. The Customer must request and pay for any required cold-chain service, validated temperature range, or monitoring before shipment. After receipt, the Customer must promptly store Products as stated on the label or Certificate of Analysis.
Customs problems and dangerous goods. The Customer is responsible for Products and related costs if a shipment is refused, abandoned, returned, destroyed, or delayed because required import or end-use documents were not provided, except to the extent caused by TLC's failure to perform its agreed export-clearance obligations. Products classified as dangerous goods will be packaged, marked, and shipped in accordance with the Transportation of Dangerous Goods Act, 1992 (Canada), the IATA Dangerous Goods Regulations, and other applicable rules, and the Customer will pay applicable hazardous-materials surcharges. The Customer must provide accurate consignee, permit, and destination information and is responsible for costs arising from a refused or returned shipment caused by inaccurate or incomplete Customer information. Customs and carrier delays beyond TLC’s reasonable control are governed by section 14 (Events outside a party’s control).
08Inspection, claims, cancellations, and returns
Inspection and claims. The Customer must inspect each shipment promptly, note visible carrier damage, and keep relevant packaging and material. Claims for loss, shortage, an incorrect Product, visible damage, or other delivery error must be made in writing within 30 days after delivery. Claims that a Product did not meet the warranty below must be made within 90 days after delivery and before any stated retest or expiry date.
Supporting information. A claim must identify the Order, invoice, Product, and lot; explain the issue; and include reasonably available evidence. The Customer must not return or destroy the Product before receiving TLC's instructions unless immediate action is legally required for safety. TLC may request samples, test data, method details, storage records, photographs, packaging, or an opportunity to inspect.
Remedy. If TLC confirms a covered problem, TLC will choose whether to correct the documentation, replace the Product, repeat the affected Service, or credit or refund the price paid for it. Subject to the limitations set out in Section 10 and to the extent permitted by applicable law, these constitute the Customer's sole and exclusive remedies for such problems. No remedy applies to a problem caused by improper storage or handling, use after a retest or expiry date, alteration, contamination, misuse, use outside the permitted purpose, or an unapproved method or specification.
Cancellation and returns. The Customer may cancel an accepted Order for an in-stock Product before shipment unless TLC has incurred a non-cancellable cost or the order confirmation says otherwise. Other cancellations or changes require TLC's written consent and may require payment for work completed, work in progress, committed materials, and other reasonable non-cancellable costs. For custom synthesis and made-to-order projects, cancellations requested before the quoted lead time has elapsed are subject to TLC's written approval. TLC reserves capacity, personnel, and materials for these projects and its losses from cancellation may require a cancellation fee up to 50% of the cancelled item’s order value, unless otherwise agreed in writing. Returns require TLC's prior written authorization. Custom, made-to-order, non-stock, controlled, hazardous, temperature-controlled, opened, sampled, relabelled, damaged, expired, or short-dated Products are not returnable unless TLC confirms that they breached the warranty below.
09Limited warranties
Product warranty. TLC warrants that, when shipped and for the period up to any retest or expiry date stated on the label or Certificate of Analysis, each Product is correctly identified and materially conforms to its lot-specific Certificate of Analysis and label and to any additional specification TLC expressly accepted in writing for the Order.
Services warranty. TLC warrants that it will perform Services in a professional and workmanlike manner consistent with generally accepted practices for comparable services. A claim must be made within 30 days after TLC delivers the relevant result or deliverable.
Other warranties. These warranties apply only to the original Customer and only if the Customer follows the use, storage, and claim requirements in these Terms and gives TLC a reasonable opportunity to investigate and correct the problem. To the fullest extent permitted by law, TLC disclaims all other warranties and conditions, including merchantability, quality, fitness for a particular purpose, non-infringement, and the accuracy or completeness of general technical advice. The Website and its general content are provided as available and may contain errors or interruptions.
10Limits on liability
Excluded losses. To the fullest extent permitted by law, TLC is not liable for indirect, special, incidental, punitive, or consequential loss, or for lost profit, revenue, business, opportunity, goodwill, data, work in progress, failed or repeated experiments, failed batches or studies, product recalls, business interruption, or the cost of substitute products or services. This applies regardless of the legal basis of the claim and even if TLC was told that the loss was possible.
Liability cap. TLC's total liability relating to an Order, Product, or Service will not exceed the amount paid or payable for the specific Product or Service that caused the claim. TLC's total liability for a claim relating only to Website use is limited to USD $100.
Exceptions and time limit. Nothing in these Terms limits liability that the law does not allow the parties to limit, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence. The parties agree that these Terms are a business agreement within the meaning of the Limitations Act, 2002 (Ontario). To the extent permitted by law, any legal proceeding relating to an Order, Product, or Service must begin within one year after delivery of the Product or performance of the Service, and the parties agree to vary the applicable limitation period accordingly.
11Customer responsibility for third-party claims
Customer indemnity. The Customer will defend and reimburse TLC, its affiliates, and their personnel for third-party claims, losses, penalties, costs, and reasonable legal fees resulting from the Customer's storage, handling, transport, export, resale, transfer, use, misuse, or disposal of Products or any product manufactured, tested, or released using them; breach of these Terms or law; negligence or wilful misconduct; or Customer Materials, specifications, instructions, or intended use that infringe another person's rights.
Limits and process. This obligation does not apply to the extent TLC directly caused the claim through its own negligence, wilful misconduct, or breach of these Terms. TLC will give prompt notice and reasonable cooperation. The Customer may control the defence with counsel reasonably acceptable to TLC but may not settle in a way that admits fault by or imposes an obligation on TLC without TLC's written consent.
Customer insurance. A Customer that resells or distributes Products, or uses them in manufacturing, testing, or releasing products for sale, will maintain commercial general liability insurance, including products and completed operations coverage, with reputable insurers in amounts customary for its business and will provide a certificate of insurance on TLC’s reasonable request.
12Legal and trade compliance
General compliance. Each party will follow the laws that apply to its performance. The Customer is responsible for laws, permits, licences, registrations, and standards that apply to its receipt, import, possession, storage, use, transfer, resale, export, and disposal of Products.
Controlled Products. Some Products may be controlled substances, precursors, targeted substances, dangerous goods, or otherwise regulated, including under the Controlled Drugs and Substances Act, the Narcotic Control Regulations, the Benzodiazepines and Other Targeted Substances Regulations, the Precursor Control Regulations, the Food and Drugs Act and Food and Drug Regulations, and the Cannabis Act. TLC holds a dealer's licence issued by Health Canada under the Controlled Drugs and Substances Act, and licence details are available on request. The Customer must provide, for each applicable Order, current licences, permits, end-use statements, import authorizations, and other documents requested by TLC or an authority, and must promptly notify TLC if any of them expires, is suspended, or is revoked. The Customer will keep the records required by law for controlled Products, report any loss or theft as required to Health Canada or other authorities, and cooperate with TLC’s reasonable requests relating to its regulatory obligations. TLC may delay or refuse supply until the transaction is lawfully documented and may report orders it reasonably considers suspicious to the competent authorities without liability.
Trade controls. The Customer must follow applicable export-control, sanctions, anti-boycott, and trade laws, including the Export and Import Permits Act, the Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), and, where applicable, the U.S. Export Administration Regulations and sanctions administered by the U.S. Office of Foreign Assets Control, and must not supply or use a Product for a prohibited destination, person, entity, or end use, including any chemical or biological weapons purpose. The Customer confirms that neither it nor, to its knowledge, anyone that owns or controls it or receives Products through it is a sanctioned or denied party. It must promptly tell TLC if that changes. TLC may suspend or cancel a transaction without liability if proceeding could violate law or create sanctions or export-control risk.
Anti-corruption. Each party will follow applicable anti-bribery and anti-corruption laws and will not offer, request, accept, or authorize an improper payment or advantage in connection with an Order.
13Confidentiality and privacy
Confidential information. If the parties exchange non-public business, technical, project, or commercial information for an accepted Order and no separate confidentiality agreement applies, the receiving party may use it only for that Order. It must protect the information with reasonable care and disclose it only to its employees, affiliates, subcontractors, and professional advisors who need it and are bound to keep it confidential.
Exceptions. These duties do not apply to information that the receiving party can show it already knew without restriction, became public without a breach, received lawfully from another source without restriction, or developed independently. A party may disclose information when legally required and, where lawful and practical, will give advance notice.
Duration. These confidentiality duties continue for five years after disclosure. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law. A separate confidentiality agreement controls if it sets different terms.
Privacy. TLC may collect and use business contact and transaction information to handle inquiries, quotations, Orders, delivery, customer relationships, misuse prevention, and legal obligations. TLC handles personal information under the Personal Information Protection and Electronic Documents Act (Canada), other applicable privacy law, and the Privacy Policy posted on its Website. Personal information may be stored or processed by TLC’s service providers outside Canada and may be accessible to authorities in those jurisdictions under their laws. The Customer confirms that it has authority to provide personal information submitted to TLC.
Electronic marketing. TLC sends commercial electronic messages only in accordance with Canada’s Anti-Spam Legislation. Each message will identify TLC and include an unsubscribe mechanism, and TLC will process unsubscribe requests within 10 business days.
14Suspension, termination, and general terms
Suspension and termination. TLC may pause work or shipments or terminate an affected Order if the Customer fails to pay; materially breaches these Terms and does not correct a curable breach within 10 business days after notice; becomes insolvent or subject to bankruptcy or similar proceedings; or creates a material safety, credit, sanctions, export-control, or legal risk. TLC may act immediately where delay could create legal or safety exposure. The Customer must pay for Products supplied, Services performed, and non-cancellable costs incurred before termination.
Events outside a party's control. Neither party is liable for delay or failure, other than failure to pay an amount already due, caused by an event beyond its reasonable control. Examples include natural disaster, severe weather, fire, flood, epidemic, war, civil disorder, labour disruption, government action, sanctions, utility or communications failure, carrier or customs delay, port congestion, equipment failure, cyber incident despite reasonable safeguards, and shortages of materials or qualified labour. The affected party will give reasonably prompt notice and take reasonable steps to reduce the effect. If the event continues for more than 60 days, either party may cancel the unperformed part. TLC will refund prepaid amounts for work not supplied, less agreed charges for work performed and non-cancellable costs.
Governing law and disputes. Ontario law and the federal laws of Canada applicable in Ontario govern these Terms and each transaction. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Unless mandatory law or a separate written agreement requires otherwise, the parties submit to the exclusive jurisdiction of the courts of Ontario, except that if the Customer is located outside Canada, any dispute arising out of or relating to these Terms or an Order will be finally resolved by confidential arbitration administered by the ADR Institute of Canada under its Arbitration Rules, before a single arbitrator, seated in Toronto, Ontario, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek urgent injunctive relief or collect undisputed amounts in any court of competent jurisdiction.
Assignment and relationship. The Customer may not assign an Order or these Terms without TLC's written consent. TLC may assign them to an affiliate or a successor in a reorganization, merger, or sale or transfer of all or substantially all of the relevant business or assets. The parties are independent contractors. These Terms do not create a partnership, agency, employment, fiduciary, franchise, or exclusive relationship, and neither party may bind the other.
Notices. Formal notices must be in writing and sent by personal delivery, tracked courier, registered mail, or email to the address in the applicable sales documents or to an updated address provided in writing. Routine communications may be sent by ordinary email.
Remaining terms. A waiver must be in writing and applies only to the stated instance. If a provision is invalid or unenforceable, it will be limited or removed only as necessary, and the rest will remain in effect. The contract documents identified in section 1 are the entire agreement for the Order and replace earlier discussions on the same subject. Changes to an accepted Order must be agreed in writing. Provisions that should continue after termination, including payment, intellectual property, confidentiality, liability limits, indemnity, compliance, and dispute terms, will continue.
Language. For Customers located in Québec, a French version of these Terms is available on request and was offered before the English version; the parties have expressly chosen that these Terms and related documents be drawn up in English. Les parties ont expressément choisi que ces conditions et les documents qui s’y rattachent soient rédigés en anglais. In all other cases, the English version controls.
Updates to these Terms. TLC may update these Terms by posting a revised version and effective date. Changes apply to later Website use and later transactions that incorporate the revised Terms. The version in effect when an Order was accepted continues to govern that Order unless the parties agree otherwise or law requires a change.