These general terms and conditions of sale (hereinafter referred to as the "terms") apply to all product sales and services provided by the seller to the buyer.
1. Contract, and its modification or cancellation
By purchasing the seller’s products, you will be deemed to voluntarily accept the constraints of these terms. If you do not accept these terms, please cancel the order and return the unopened and unused products according to the instructions below to cancel your invoice or receive a full refund. The only exception to this clause is that when the buyer’s order is received, the seller and the buyer have a clear written agreement on the relevant matters or have been signed and approved by the seller’s authorized representative.
The buyer shall not cancel or change any binding contract or order without the seller’s prior express written consent. Whether the cancellation or change of the contract is approved by the seller may depend on the buyer’s reimbursement of the costs incurred by the seller, including but not limited to storage or shipping costs, production costs of non-standard materials, and purchase costs of non-refundable materials. Order cancellation fees charged, and any other fees due to cancellation of the contract. If the buyer unilaterally cancels the order, it shall be deemed to have agreed to bear the loss caused by the cancellation of the order by the seller. The verified expense list issued by the seller’s management or the seller’s independent accountant is a conclusive document for the amount of such costs.
2. Delivery and postponement
The transportation will be handled by the carrier selected by the seller that conforms to the seller's standard business practices. After the product is delivered to the carrier at the seller’s shipping point, the delivery is complete, and the risk and ownership are transferred. The seller is not responsible for the transportation, and the carrier shall not be regarded as the seller’s agent. The seller reserves the right to choose the packaging method according to the specific situation. After the risk of product loss or damage has been transferred to the buyer, if the product is lost or damaged, such loss or damage does not relieve the buyer of the obligation to pay the purchase price in full.
If a party delays or fails to perform its obligations under the contract signed by both parties (except payment obligations) due to force majeure, that party shall not be liable for such delay or failure to perform. Force majeure includes but is not limited to: unsuccessful reactions, acts of war or terrorism, fires, natural disasters, general shortage of raw materials or inability to obtain equipment or materials, energy or water, embargoes or other government actions, regulations or laws affecting the seller’s business activities Requirements, any kind of infectious diseases, strikes or other labor-related difficulties, accidents, seizures, or any production beyond reasonable control.
3. Inspect and return the product
The buyer shall check and accept the status, quantity and product name of the shipped products immediately after receiving the delivered products, and shall notify the seller of any obvious defects or missing goods within ten (10) days after receiving the products . For product quality defects, the buyer must notify the seller via QQ, WeChat or phone immediately after discovery, and no later than thirty (30) days after receiving the product. If the buyer fails to inform the seller within thirty (30) days of receiving the products, the goods will be deemed to comply with the content of these terms and be irrevocably accepted by the buyer.
The seller does not accept any return request without the seller's written consent (the seller has the right to give or not give such consent at his discretion). With the consent of the seller, all returned products must be returned in strict compliance with the storage and transportation conditions of the products.
Certain products cannot be returned under any circumstances. Non-returnable products may include but are not limited to: reagents that have passed the expiration date, customized products or special orders, and products with missing labels and parts. The product should be returned in its original packaging with the original label, and the appearance and content have not been changed.
4. Product use and restrictions
The buyer shall strictly abide by all instructions, specifications, instructions for use or conditions of use provided by the seller in writing to the buyer (such information includes but is not limited to product data, product information, restricted use information, restricted use label permission).
The buyer is responsible for verifying the dangers involved in the use of the products purchased from the seller and the necessary protection knowledge, and further research on any risks related to the use or possible operations of the products. The buyer is also responsible for taking necessary protective measures for its employees, as well as giving risk warnings to its possible related parties and related personnel, and cooperating with the seller to verify the use of the product when the seller requests it. The buyer guarantees that the following matters have been completed by himself when using the seller’s products:
A When the product will be disposed of by the buyer, comply with various legal requirements;
B Comply with any and all applicable regulatory requirements and generally accepted industry standards;
C Before using the product purchased from the seller, perform all necessary testing and verification, including testing, verification, and confirming whether the product is suitable for the intended purpose;
D Obtain any necessary related licenses for the use of the product;
E It is only used as a research object for research purposes or drug certificate declaration related purposes, and cannot be used for human or animal treatment or diagnostic purposes.
Unless otherwise agreed in writing, the buyer must pay the purchase price to the bank account specified by the seller within thirty (30) days from the date of issuance without any deduction. If the buyer’s financial situation causes the seller to feel insecure, the seller reserves the requirement as one of the performance conditions to require the buyer to pay the advance payment at the time of order or at any time before delivery (the amount can be up to 100% of the purchase price ( 100%)) right. The seller considers that the final recoverability of the purchase price is in doubt at its own exclusive and unrestricted discretion, and has the sole discretion to delay or postpone the delivery without notifying the buyer, which will be related to all the remaining parts of the product that have not been delivered. The payment terms were changed to full payment or partial payment in advance.
If the buyer breaches the contract, including but not limited to any payment that is due and unpaid, the seller can terminate the order or suspend any further delivery to the buyer at its own choice, or sell any undelivered products on hand to the buyer, and then do nothing In the case of any offset or deduction, the proceeds will be used to offset the agreed purchase price, and the buyer agrees to pay the remaining amount due to the seller when the seller requests it. The buyer agrees to pay all costs and expenses caused by the buyer’s breach of contract, including but not limited to: reasonable attorney’s fees, accounting fees and other related expenses.
6. Taxes and other expenses
Unless otherwise agreed in writing, any use tax, sales tax, franchise tax, customs, inspection or testing fees, or other taxes and fees levied by the government in the buyer and seller transactions shall be paid by the buyer. If the seller is required to prepay any such taxes and fees, the buyer shall repay the sellers in full for such prepaid taxes and fees. Or, in order to avoid paying the above fees, the buyer should provide the seller with a tax exemption certificate or other documents acceptable to government agencies that charge the above fees when submitting the order.
7. Pricing and price changes
Any quotation provided by the seller is only valid for the time specified in the quotation or (in the case of no time specified) within thirty (30) days from the date of issuance of the quotation. The seller’s website price will be adjusted slightly at any time according to the market and related factors. After the order is confirmed, even if there is a nominal increase in the price of the product, we will issue an invoice based on the price confirmed in the order.
Any marketing, promotion or other promotional materials referring to the seller, the seller’s affiliates, and the seller’s products, whether in written or electronic form, must be approved by the seller before use or publication.
For all products to be delivered, the seller makes the following guarantees:
The products delivered by the seller conform to the description in the catalog, analysis data or other written materials provided to the buyer. In addition, the seller does not make any other express or implied guarantees. Any agent, employee or other representative of the seller has no right to modify or extend the seller’s standard guarantee applicable to products or services.
The following circumstances do not apply to any guarantee provided by the seller: the product is not used in accordance with the instructions, specifications, instructions or conditions of use provided by the seller in written or electronic format; the product originally intended for research purposes, the buyer uses it for any other purpose, including But it is not limited to commercial use, in vitro diagnostic use, in vitro or in vivo therapeutic use, any type of application performed by humans or animals, or use outside the product shelf life or expiration date.
The seller has the right to correct typographical errors, clerical errors or computer errors that appear on any of the seller’s invoices.
11. Limitation of Liability
Except as otherwise expressly provided in this clause, within the limits permitted by law, for the buyer or other parties’ property loss, damage or personal injury caused by the existence or use of the seller’s products or services, including the buyer’s damage to the product The buyer bears all risks and responsibilities for any claims, damages or losses that result in any infringement of the intellectual property rights of any third party due to specific use. The seller and its affiliates shall not be liable under any circumstances, including but not limited to liability for downtime costs or any liability of the buyer to a third party, loss of revenue or profit, liability for loss of work in progress, liability for the cost of replacement equipment, facilities or services. The seller’s sales responsibilities under this clause shall not exceed the purchase price of the products or services involved. And all claims should be made within one (1) year after the product is delivered.
12. Compliance with anti-corruption laws
The buyer represents and warrants that for any transaction under the agreement or a commercial transaction involving the buyer, the buyer and any personnel acting on behalf of the buyer will comply with and will not violate any anti-corruption related to the obligations agreed to be performed under this agreement. China Laws or international anti-corruption standards. The buyer has not in the past, and guarantees that it will not directly or indirectly pay, promise to pay or offer to pay any fees or transfer value to any individual for the purpose of obtaining improper benefits in the future.
13. Applicable Law
Unless otherwise expressly agreed, any contract between the seller and the buyer shall be governed by the laws of the People's Republic of China, but its conflict of laws rules shall not apply.
14. Import and export control
The seller’s products and services comply with all applicable Chinese and American laws, regulations and international agreements, including but not limited to the "Regulations on Administration of Import and Export of Goods of the People's Republic of China" and the "Regulations on Export Administration" promulgated by the US Department of Commerce.
All buyers must comply with all applicable Chinese and American laws, regulations and international agreements, and other applicable foreign laws when transferring, selling, importing, exporting, and transferring these products and services.
The seller has always strictly followed the seller’s service promise. The buyer must be an institution or enterprise with relevant professional knowledge and qualifications, and promise not to violate the purpose of scientific research or drug certificate declaration, and not to violate the legal provisions and provisions of the scientific research purpose provided by the seller. The product or service is used for any human experiments, in vitro diagnostics, food, non-scientific animal experiments, other personal or commercial purposes, etc. If the buyer's failure to comply with the intended use violates any of the rights of a third party, the seller shall not be liable .