Acceptance: All orders and sales are subject to and expressly conditioned upon the terms and conditions contained herein, and upon Buyer’s assent thereto.
Changes or Cancellations: Orders arising hereunder may be changed or amended only by written agreement signed by both Buyer and Seller. Buyer may not cancel any order unless such cancellation is expressly agreed to in writing by Seller. In such event, Seller will advise Buyer of the total charge for such cancellation, and Buyer agrees to pay such charges.
Delivery, Claims, Delays: All sales are FCA Seller’s shipping point unless otherwise noted. Shipping and Handling charges do not include insurance unless requested by the Buyer. Delivery of the goods to the carrier at Seller’s shipping point shall constitute delivery to Buyer and Buyer shall bear all risk of loss or damage in transit.
Terms of Payments: Unless prepayment is required, terms of sale are net 30 days from date of invoice, unless otherwise agreed upon in writing. Seller reserves the right, among other remedies, to refuse to supply product except upon receipt of cash with order and/or payment in full of all outstanding charges, and/or assess and collect from Buyer a monthly late charge on any delinquent balance equal to the greater of 1.5% per month or the maximum charge permitted by law. Buyer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Buyer in any of the terms hereof.
Taxes and other charges: Any use tax, sales tax, excise tax, import duty, customs service charges, VAT, inspection or testing fee, or any other tax, fee, or charge of any nature whatsoever imposed by any governmental authority or shipping agent, on, or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefore; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee, or charge.
Warranties: Seller warrants that its products shall conform to the description of such products as provided to Buyer. THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Seller’s warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by Seller.
Compliance with Laws, Regulations: Seller certifies that to the best of its knowledge its products are produced in compliance with applicable requirements of the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards Act of 1970 and regulations, rules, and orders issued pursuant thereto.
Export Compliance: The export or re-export of products, or transfer of technologies, is subject to export laws and regulations of the United States. Seller may require statement of end-use application and/or destination.
Use Limitations: Products prepared according to Good Manufacturing Practices (GMP) or prepared under the CTM (Clinical Trial Material) classification are for Investigational Use Only. The performance characteristics of any such product have not been established.
Returns: Goods may not be returned for credit or replacement except with Seller’s permission, and then only in strict compliance with Seller’s return shipment instructions. Returns must be made within 30 days of a shipment with the prior approval of Seller. Only upon inspection of the returned item will a credit be issued. Product returns must reference the Returned Goods Authorized (RGA) number as provided by the Seller. Under no circumstances will credit or replacement be given for products without prior authorization by Seller. Certain items may not be returned for credit.
Miscellaneous: Seller’s failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of Seller’s right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies under any order or hereunder are cumulative and are in addition to any other rights and remedies Seller may have at law or in equity. Any waiver of a default by Buyer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.
Notices: Any notices between the Parties shall be in writing and delivered or sent to the addresses set forth above or to other addresses as notified by the Parties for the purpose of this clause and shall be sent by mail to the Seller.
Governing Law: Unless explicitly otherwise agreed, any contract between Seller and Buyer shall be subject to the laws of the USA, without giving effect to its rules on conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11.04.1980 shall not apply.
Anti-Corruption Laws, U.S. Foreign Corrupt Practices Act: Buyer acknowledges that: (a) Seller is an affiliate of a US corporation, and, as such, may be subject to the provisions of the Foreign Corrupt Practices Act of 1977 of the United States of America, 91 Statutes at Large, Sections 1495 et seq. (the “FCPA”); and, (b) Seller is subject to other bribery and corruption laws, including without limitation local laws for the jurisdictions covered hereunder.
Assignability: Orders are not assignable or transferable, in whole or in part, without the express written consent of Seller.
Confidentiality: Buyer shall not, without Seller’s written consent, disclose any documents, drawings, schematics, plans, designs, specifications, confidential information, know-how, discoveries, production methods and the like that are marked confidential, proprietary or the like (herein referred to as “technical information”) furnished to Buyer Seller, or on Seller’s behalf, for the performance of this agreement, to any person other than personnel of Buyer.
Proprietary Rights: Seller or an affiliate of Seller is the owner of certain proprietary brand names, trademarks, trade names, logos, and other intellectual property. Except as otherwise expressly permitted by Seller, no use of Seller’s or its affiliates’ brand names, trademarks, trade names, logos or other intellectual property is permitted, nor the adoption, use or registration of any words, phrases or symbols so closely resembling any of Seller’s or its affiliates’ brand names, trademarks, trade names, logos, or other intellectual property as to be apt to lead to confusion or uncertainty, or to impair or infringe the same in any manner, or to imply any endorsement by Seller of another entity’s products or services.
Force Majeure: Neither party shall be responsible and held liable for any delay or default in the performance of its obligations under their mutual contract to the extent and as long as this default is caused by an event beyond its control (force majeure). The same shall apply to contractual breaches on the part of suppliers caused by force majeure. An event of force majeure shall, without limitation, in particular include: (a) a state of war or civil war, declared or undeclared, (b) fire, (c) natural disasters like floods, storm, etc., (d) general shortage of raw materials or inability to obtain equipment or materials, (e) restrictions on energy consumption, (f) law-making or governmental decisions, embargos, export and import restrictions on shipping or delivery, (g) strikes, lockouts or labor disputes of any kind (whether relating to its own employees or others), (h) accidents, (i) sequestration, or (j) any production failure beyond reasonable control. Force majeure shall not be an excuse to delay payments. If either party is affected by one (or more) of the events described above, it shall promptly notify the other party thereof, stating the nature of the event, its estimated duration, and actions being taken to avoid or minimize its effects Neither party hereto shall be under an obligation to act upon any demand or request to bring to an end any strike or other concerted act of workmen.
Limitation of Liability: Buyer assumes all risk and liability for loss, damage or injury to persons or to property of Buyer or others arising out of the presence or use of the products or Seller’s provision of services, including infringement of any third party intellectual property rights resulting from specific use of the products by Buyer.
SELLER SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT, INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SELLER’S GROSS NEGLIGENCE. THE TOTAL LIABILITY OF SELLER UNDER THESE TERMS AND CONDITIONS OF SALE SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES INVOLVED.