1. The contract, as well as its modification or cancellation
By purchasing Seller's products, you will be deemed to have voluntarily accepted to be bound by these Terms. If you do not accept these Terms, please cancel your order and return the unopened and unused Products in accordance with the instructions below to cancel your invoice or accept a full refund. The only exception to the application of these Terms is if, at the time of receipt of Buyer's order, there is an express written agreement between Seller and Buyer on the subject matter or signed by Seller's authorized representative.
Without Seller's prior express written approval, Buyer may not cancel or amend any binding contract or order. Seller's approval of cancellation or modification may be conditional on Buyer's reimbursement of costs already incurred by Seller, including, but not limited to, storage or shipping costs, production costs for non-standard materials, purchase costs for non-returnable materials, order cancellation fees charged to Seller by Supplier, and any other costs incurred as a result of the cancellation. If the Buyer cancels an order unilaterally, it is deemed to agree to bear the Seller's losses as a result of the cancellation. A verified bill of costs issued by Seller's management or Seller's independent accountant as to the amount of such costs shall be conclusive.
2. Deliveries and Delays
The shipment will be made to a carrier chosen by Seller that follows Seller's usual business practices. When the Products are delivered to the carrier at the Seller's point of shipping, risk and title pass to the buyer. The carrier shall not be regarded an agent of Seller, and Seller shall have no responsibility for shipment. The seller retains the right to pick the packaging method based on the circumstances. Buyer shall not be relieved of its obligation to pay the purchase price in full if the Products are lost or damaged after the risk of loss or damage has passed to Buyer.
If a party delays or fails to perform its responsibilities under a mutually entered contract (other than payment obligations) owing to force majeure, that party is not accountable. Force majeure can include, but is not limited to, the following: failure to respond, acts of war or terrorism, fire, natural disasters, general shortages of raw materials or unavailability of equipment or materials, energy or water, embargoes or other governmental acts, regulations or requirements affecting Seller's business activities, infectious diseases of any kind, strikes or other labor hardships, accidents, seizures, or any failure of production beyond reasonable control.
3. Inspection and Return of Products
Buyer shall inspect the condition, quantity, and name of the Products shipped immediately upon receipt of the Products supplied, and shall notify Seller of any obvious defects or missing goods within ten (10) days of such delivery. Buyer must notify Seller of any faults in the quality of the Products by phone or mail as soon as possible after discovering them and no later than thirty (30) days after receiving them. If Buyer fails to notify Seller within thirty (30) days of receiving the products, the goods will be conclusively held to be in conformity with these Terms and Conditions and Buyer will accept them irrevocably.
Seller will not accept any return unless there is a "return request" and Seller's written consent, which Seller reserves the right to grant or withhold in its sole discretion. With Seller's consent, all returned products must be returned in strict compliance with the product's storage and transportation conditions, and must include an approved return approval form as well as all information provided by Seller to Buyer with the shipment. Buyer understands that returns may incur inventory reconstruction fees and must be returned within ninety (90) days of purchase.
Certain items are not returnable under any circumstances. Non-returnable items include, but are not limited to, refrigerated or frozen products, reagents that have reached the end of their shelf life, custom products or special orders, and products with missing labels, parts, or instructions. Products should be returned in their original packaging, with their original labels, and with their original appearance and contents.
4. Product Restrictions and Usage
Buyer shall strictly adhere to all written instructions, specifications, directions for use, or terms and conditions provided by Seller to Buyer (such information includes, but is not limited to, product data, product information, restricted use information, restricted use labeling permits).
Buyer is responsible for validating the hazards associated with the use of items obtained from Seller, as well as the necessary knowledge of protection, and for further researching any risks associated with the products' possible operation when used or involved. Buyer is also responsible for taking the necessary precautions for its employees, warning potential associates and related personnel of the risks, and cooperating with Seller in verifying the use of the products when Seller requests it. Buyer warrants that it has done the following on its own while using Seller's products.
1) If the Products are to be disposed of at the Buyer's location, comply with all legal requirements.
2) Compliance with all applicable regulatory requirements and industry standards.
3) Conduct all necessary testing, verification, and validation of the Products' appropriateness for the intended purpose prior to using the Products obtained from Seller.
4) Acquire any necessary licenses for the products' use.
5) Only use as research subjects or for purposes relating to drug certification declarations in people and animals, not for medicinal or diagnostic purposes.
Unless otherwise agreed in writing, Buyer shall pay the purchase price to the bank account specified by Seller within thirty (30) days from the date of invoice, without any deduction therefrom. If Buyer's financial situation causes Seller insecurity, Seller reserves the right, as a condition of performance, to require payment in advance (up to one hundred percent (100%) of the purchase price) at the time of order or at any time prior to delivery. Seller, in its sole and unfettered discretion, may, in its sole discretion and without notice to Buyer, delay or postpone delivery, change the terms of payment for all remaining undelivered portions of the Products to full or partial payment in advance, if it deems the ultimate collectability of the purchase price to be in doubt.
In the event of Buyer's default, including but not limited to any amounts due and unpaid, Seller may, at its discretion, cancel the order or suspend any further deliveries to Buyer, or sell any undelivered Products on Buyer's behalf and apply the proceeds without any set-off or deduction against the agreed purchase price, and Buyer agrees to pay the remaining amounts due to Seller upon demand. Seller. Buyer agrees to pay all costs incurred as a result of Buyer's default, including reasonable attorneys' fees, accounting fees, and other related expenses.
6. Taxes and Other Fees
Buyer shall pay any use tax, sales tax, franchise tax, customs duty, inspection or testing fees, or other governmental taxes, fees, and charges imposed in connection with Buyer's and Seller's transactions, unless otherwise agreed in writing. Buyer shall reimburse Seller for the full amount of any such prepayment if Seller is required to prepay any such taxes or fees. Alternatively, Buyer shall provide Seller with a certificate of tax exemption or other documentation acceptable to the governmental authority charging such fees at the time of order submission in order to avoid payment of such fees.
Seller warrants that, with regard to all products to be delivered.
Seller warrants that all products to be delivered will be as described in the catalog, analytical data, or other written materials provided to Buyer. The seller makes no other express or implied warranties. seller's agent, employee, or other representative is authorized to modify or expand the seller's standard warranties applicable to the products or services.
Any warranty provided by the seller shall not apply to any use of the product that is not in accordance with the instructions, specifications, directions for use, or conditions of use provided by the seller in writing or in electronic format; buyer's use of the product originally intended for research purposes for any other purpose, including, but not limited to, commercial use, in vitro diagnostic use, in vitro or in vivo therapeutic use, application of any kind by humans or animals.or use beyond the product's shelf life or expiration date.
8. Liability restraint
Unless otherwise expressly stated herein, Buyer assumes all risk and liability for loss of property, damage, or personal injury to Buyer or others arising out of the presence or use of Seller's products or services provided, including any claim, damage, or loss resulting from Buyer's specific use of the products that infringes the intellectual property rights of any third party. Seller and its affiliates shall not be liable under any circumstances, including, but not limited to, liability for downtime costs or any liability of buyer to third parties, liability for loss of revenue or profits, liability for loss of work in progress, liability for replacement equipment, services or facilities The seller's liability for sales under this clause shall not exceed the purchase price of the products or services involved in the aggregate. and all claims must be made within one (1) year of the product's delivery.
9. Adherence to anti-corruption legislation
Buyer represents and warrants that, with respect to any transaction under this Agreement or business transaction involving Buyer. Buyer and any person acting on Buyer's behalf will comply with, and will not violate, any anti-corruption Chinese laws or international anti-corruption standards. Buyer has not paid, promised to pay, or offered to pay any fees or make any transfers of value to any person, directly or indirectly, in the past, and warrants that it will not do so in the future.
10. Governing Law
Unless otherwise agreed, any contract between Seller and Buyer shall be governed by the laws of the People's Republic of China, without regard to its conflict of laws rules.
11. Controls on import and export
The Seller's products and services are subject to all applicable PRC and US laws, regulations, and international agreements, including, but not limited to, the People's Republic of China Regulations Governing the Import and Export of Goods and the Export Administration Regulations promulgated by the US Department of Commerce.
In transferring, selling, importing, exporting, and forwarding such products and services, all purchasers must comply with all applicable Chinese and US laws, regulations, and international agreements, as well as other applicable foreign laws.
12. Warranty disclaimer
Seller has always strictly adhered to Seller's service commitments, and Buyer shall be an institution or enterprise with relevant expertise and qualifications, and undertakes not to violate the use declared for scientific research or drug certification, and not to use the products or services provided by Seller for scientific research purposes for any human experimentation, in vitro diagnosis, food, animal experimentation of a non-scientific nature, other personal or governmental purposes, or any other personal or governmental purposes. The Seller shall not be liable for any infringement of third-party rights and interests caused by the Buyer's failure to comply with the use.