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Sales Agreement
BCM / 2019-01-08



1. Acceptance -- All sales shall be subject to the detailed provisions of these terms and conditions on the basis of the Buyer's consent.Any modified terms shall not be binding on Seller unless such terms are agreed in writing and signed by Seller's supervisor or other authorized representative.


2. Change -- An order entered into under this clause may be changed or amended only after the Seller and Buyer have agreed in writing and signed the specific change and the resulting effect on price and delivery time.Buyer shall not cancel the order without the express written consent of Seller.In this case, the Seller will inform the Buyer of all costs incurred by the cancellation of the order, and the Buyer agrees to pay all such costs.Related expenses include, but are not limited to: storage charges, freight charges, cost of producing non-standard products, cost of purchasing non-returnable materials, order cancellation charges charged by Supplier to Seller, and any other expenses incurred by Buyer as a result of order cancellation with Seller's permission.The recognition of the fees by the Seller's independent accountants shall be final and final between the parties.


3. Delivery, Claim, Postponement -- Unless otherwise agreed, all orders are based on the FCA of Seller's delivery carrier (named place).If freight and handling charges are quoted or invoiced, they should include charges in addition to the actual freight charges.Delivery of the goods to the carrier at the Seller's point of shipment completes the delivery to the Buyer and the Buyer is liable for all loss or damage incurred in transit.The method of shipment of each product is indicated in the seller's catalogue.However, the Seller reserves the right to decide the final mode of delivery on a case-by-case basis.The SELLER RESERVES THE RIGHT TO ISSUE SEPARATE INVOICES for all instalments AND THE BUYER SHALL PAY the invoices when they are due, without reference to subsequent deliveries.Any delay in delivery of the goods in any phase does not relieve the buyer of the responsibility to accept the remaining goods.


Upon receipt of any goods, the Buyer shall immediately make an inspection and appeal to the Seller in writing about any shortage, defect, damage, etc., and shall keep the goods in good condition and wait for the Seller's written advice.If the Buyer fails to notify the Seller within five (5) days after receipt of the Goods, the Goods will be deemed to be in conformity with the Terms of Sale and irrevocably accepted by the Buyer.


The Seller shall not be liable for any loss, damage or penalty resulting from any delay or failure in manufacturing, delivery or any failure caused by any factors beyond the reasonable control of the Seller.These factors include, but are not limited to:Unsuccessful response, act of Buyer, embargo or other governmental act, regulations or requirements affecting Seller's business activities, fire, explosion, accident, theft, vandalism, riot, war, strike or other labor difficulties, flash, flood, storm or other natural disaster,Transportation is delayed or necessary labor, fuel, materials, supplies or electricity cannot be obtained at current prices.


4. Distribution of Goods -- If for any reason the Seller is unable to supply the Goods in accordance with the quantity specified in the Buyer's order, the Seller may distribute the available materials to the Buyer or all the Buyers in such manner as he considers fair and practicable, without any responsibility or liability that may result.


5. Payment -- Unless otherwise agreed, the account period is usually 30 days from the date of invoice.If the Buyer's financial situation causes the Seller to feel insecure, the Seller may, in its sole discretion, delay or postpone the delivery without notice to the Buyer, depending on the final recoverability of the contract amount;The Seller may, at its sole discretion, change the account period to prepay some or all of the cost of all remaining goods before shipment.If the Buyer fails to make the payment, the Seller may, in its sole discretion and without prejudice to Seller's legal compensation, delay delivery, cancel the contract or sell the goods originally supplied to the Buyer as payment, without setting off or reducing the original contract amount.The buyer agrees to pay the balance of the payment due.Buyer agrees to pay all costs and expenses incurred as a result of Buyer's breach of contract, including, but not limited to, reasonable attorney's fees, accounting fees and other related expenses.


6. Taxes and other Fees -- Any use taxes, sales taxes, excise taxes, duties, inspection or test fees, or other taxes and fees imposed by the Government in the transaction between Buyer and Seller shall be paid by Buyer in addition to the quoted prices or invoices.If the Seller is required to pay any taxes and fees, the Buyer shall reimburse the Seller for the expenses;Alternatively, in order to avoid paying the above fees, the buyer should provide the Seller with a tax exemption certificate or other document acceptable to the government department charging the above fees when submitting the order.


7. Pricing -- The price is based on the website quotation and subject to change.If you need current price information before placing an order, please contact us by phone.We guarantee that our written offer is valid for 90 days.If you place your order by phone, we will confirm our current prices immediately.


8. Price change -- After the order is confirmed, we will not delay the delivery time even if the product price increases in nominal terms.We will issue an invoice according to the price confirmed on the order.


9. Warranty -- Seller warrants that its products conform to the description in the catalogue, analytical data or other written materials provided to Buyer.This WARRANTY IS EXCLUSIVE AND SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.Seller may in its sole discretion determine that the warranties made in connection with the sale shall cease to be valid in the event that Buyer misuses the Goods in any way, or fails to use the Goods in accordance with industrial warranties and practices, or fails to use the Goods in accordance with the instructions provided by Seller, if any.


Seller's sole liability and Buyer's sole remedy for goods that are confirmed by Seller to be defective or non-conforming is to replace the goods at Seller's discretion at the same time that Buyer returns the goods in accordance with Seller's instructions without additional charge or refund.In no event shall Seller be liable for collateral damage, collateral damage or other special damage caused by the misuse of the Products, even if Seller is informed of the following possible damage, including but not limited to:Failed to loss of use, loss of work progress, downtime, loss of profit, failed to achieve procurement cost savings, the buyer of the goods loss or liability for the third party by the buyer, by in Labour or other costs caused by the loss, damage caused by products including personal injury or property damage or loss, unless the cause of the personal injury or property damage is the seller's lack of responsibility.All such claims should be made within one year after receipt of the goods.


10. Compliance with Laws and Regulations -- Seller warrants to the best of its knowledge that its products are manufactured in compliance with the requirements of the Fair Labor Standards Act, as amended, the Occupational Safety and Health Standards Act of 1970, and other issued regulations, policies, and decrees.The buyer for the use of the product, the seller's products are mainly used for laboratory research purposes, unless the product labels, seller's product catalog, or other specified in the text data provided to the buyer, the buyer of the product can not be used for other purposes, including but not limited to: in vitro diagnostic, food, medicines, medical equipment, or human, animal, cosmetics or other commercial purposes.Buyer shall understand that Seller has not tested the safety and efficacy of these products for use in food, drugs, medical devices, cosmetics or other commercial applications, except as expressly listed in the written materials provided to Buyer by Seller.Buyer expressly represents to Seller and warrants that Buyer will reasonably test, use, manufacture and market the Products purchased from Seller and/or the articles produced from Seller's Products in accordance with professional guidance and strict compliance with the laws and regulations that have been and will be issued.


Buyers need to be aware that because seller products are intended for research purposes only without being specifically stated, they may not be on the Poison Control Act list.The Purchaser shall be responsible for ensuring that the products purchased from the Seller are used as permitted under the Poison Control Act.


It is the Buyer's responsibility to establish the risk of using the products purchased from Seller and to conduct the necessary studies to confirm.At the same time, the Buyer has the responsibility to warn its customers and all relevant persons (such as shippers, etc.) of the dangers of using or handling these products.The Buyer agrees to comply with the regulations on the use of the Products provided by the Seller and to avoid any improper use.If the Products purchased from Seller need to be repackaged, relabeled or used as raw materials or components of other products, Buyer shall verify Seller's testing of the products.Unless otherwise agreed, the products purchased by Buyer from Seller may not be used in food, drugs, medical devices or cosmetics.


11. Buyer's Representations and warranties -- Buyer agrees to indemnify and release from liability any liability of Buyer, its officers, agents, employees, successors or assigns, Buyer's customers, end-users,Any other relevant person (such as carrier, etc.) or other third party directly or indirectly arising out of the use of Seller's Products or Buyer's failure to fulfill its obligations under this Clause in respect of Seller and its employees, agents, successors, managers and assignees is responsible for the lack of duty, non-compliance, gross negligence,Liability for actions, losses, claims, demands, liabilities, expenses (including attorney's and accountant's fees) under contract or based on any other theory of law.


12. Patent Disclaimer -- Seller does not guarantee that the use or sale of all Products will not infringe the patent rights of Chinese patent laws or other related products themselves, in combination with other products, or in any operation process.


13. Return/Exchange -- Goods may not be returned for reduction/refund unless the Seller's permission has been obtained and Seller's instructions regarding return shipping have been strictly followed.Some products are non-returnable and deductible/refundable.These include: diagnostic reagents, refrigerated or frozen products;Expired reagents and standards;Customized products or special orders;Products with missing labels, parts or manuals;Books, computer software and equipment in their original packaging.Any return will be subject to a 20% fee.





15. Others -- Seller's failure to strictly comply with the payments or exercise the rights hereunder shall not cause Seller to waive its right to comply with the payments or exercise the rights hereunder.All rights and remedies in this Clause are cumulative and are in addition to the basis of Seller's rights and remedies under law or interest.Any waiver of default by the Buyer shall be in writing and shall not be a waiver of any other breach or of the same subsequent breach.If any provision of this Agreement proves to be invalid, illegal or unenforceable, the validity, legality and enforceability of the other provisions shall not be affected.The headings of each paragraph are used for convenience only and do not form a valid part of the articles and do not affect the interpretation of the articles.This Agreement shall be binding and legally binding upon and enforceable by the Parties and their respective successors, representatives, successors and assigns.


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