>Terms and Conditions
In these Terms and Conditions of Sale, "Seller" means Acrobiosystems.; "Buyer" means the person, firm, company or corporation by whom the order is given.
Seller’s acceptance of Buyer’s purchase order is expressly made conditional on Buyer’s acceptance of the following terms and conditions of sale, which are in lieu of any additional or different terms contained in Buyer’s purchase order or other document or communication pertaining to Buyer’s order or the products. Buyer’s assent to the terms and conditions contained in this document shall be conclusively presumed from Buyer’s acceptance of all or any part of the products or from payment by Buyer for all or any part of the products. None of these terms and conditions may be added to, modified, superseded or otherwise altered, except by a written instrument signed by an authorized executive of Seller. Failure of Seller to object to any terms or conditions which may be contained in any document orform of Buyer shall not be construed as a waiver of these conditions, nor as an acceptance of any such terms and conditions.
Buyer shall make all payments to Seller in full in the currency invoiced no later than thirty (30) days from the date of invoice, unless other credit terms are agreed to in writing by Seller. If Buyer fails to pay any amounts when due, Buyer shall pay Seller interest thereon at the rate of 1.5% per month, or if less, the maximum amount allowed by law, together with taxes and reasonable costs of collection (including collection agency fees and attorneys’ fees) incurred by Seller.
All price quotations are made and orders accepted on the basis of Seller’s pricesin effect at the time of shipment, except as otherwise specifically agreed in writing by Seller. Any taxes or fees that Seller may be required to pay or collect will be charged to Buyer.
Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including federal, state and local sales, excise and value added, products and services taxes, and any other taxes. Buyer agrees to indemnify and hold Seller harmless for any liability fortax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’sinvoice.
Buyer shall treat information, data and materials (including Seller's products, processes and specifications) as confidential and proprietary property of Seller(the "Confidential Information"). Buyer will not disclose Confidential Information to third parties or use such Confidential Information for any purpose other than for fulfilling this purchase order. No rights or licenses to Seller 'sConfidential Information or intellectual property are granted to Buyer hereunder.
Seller warrants that the products supplied under this invoice (the “Products”) shall conform to the description stated on the reverse side hereof. The foregoing warranty is Seller's sole warranty with respect to these products. All other warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, are hereby disclaimed. Seller's liability for breach of warranty hereunder is limited solely to the replacement of the defective products, which shall be returned to Seller's plant, transportation charges prepaid by Buyer if Seller do not provide courier account; and the failure to give notice of a warranty claim within thirty (30) days from date of delivery shall constitute a waiver by Buyer of all claims in respect to such products. The foregoing shall constitute the sole remedy of Buyer and the sole liability of Seller under thiswarranty.
Seller's liability to Buyer, whether in contract, in tort, under any warranty, in negligence or otherwise, shall not exceed in any case the return of the amount of the purchase price paid by Buyer and under no circumstances shall Seller be liable for special, in direct or consequential damages. The price stated for the products is consideration for limiting Seller's liability. No action, regardless of form, arising out of the transactions under this invoice may be brought by Buyer more than one (1) year after the date of this invoice. Without limitation of the foregoing, in no event will Seller be responsible or liable for (a) penalties or penalty clauses of any description, or (b) indemnification of Buyer or others for costs, damages or expenses arising out of or related to the products.
Unless otherwise agreed to by Seller in writing, the Products will be shipped EXW INCOTERMS 2020; title and risk of loss in all Products will transfer to Buyer upon Seller's delivery of such Products to the carrier or agent at Seller’s facility, as applicable, regardless of the freight term specified for transportation purposes. Seller reserves the right to choose the carrier, forwarding company, and means of transport. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Shipping and/or delivery dates are approximate and Seller will use commercially reasonable efforts to avoid delay in delivery as set out on the order acknowledgement, providing that Seller will not be liable for any direct or indirect loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller's reasonable control. Failure to delivery by the specified date will not be cause for penalties or cancellation of a Purchase Order.
Buyer shall immediately inspect all deliveries for packaging and products upon receipt, and keep all containers and packing material for inspection. With respect to shipping damage, Buyer must contact Seller within twenty-four (24) hours of delivery or unconditionally waive any right to make any claim relating to the damaged products. With respect to other claims, Buyer shall notify Seller in writing within thirty (30) calendar days of any short delivery or product defects to Seller’s specifications reasonably discoverable upon proper inspection, after which the product shall be deemed accepted. Buyer’s failure to notify Seller within thirty days of delivery of defects or shortages will be deemed an unconditional waiver of any right to make any claim relating to the defective or missing products.
Seller must pre-authorize all product returns. Unpacked Products, Custom Products, Cherish Products and Temperature-Controlled Products are not returnable. Seller will approve return of any product that is damaged or defective on receipt, provided Buyer contacts Seller within thirty calendar days after receiving the product and provided such damage or defect has not been caused by any failure by Buyer or the carrier to handle or store products using reasonable care or as otherwise indicated on the label. In case of short delivery or defects, Seller’s sole obligation shall be, at its option, to replace or repair any defective products or refund the purchase price of any undelivered products. In case of a product return authorized by Seller, the product must arrive at Seller’s facilities in a condition satisfactory for resale. Any return not due to Seller’s error is subject to a restocking charge of 20% of the sale price. No shipping charges will be credited by Seller.
Shipments, deliveries and performance of work by Seller shall at all times be subject to the approval of and requirements of the credit department of Seller, including the requirement that Buyer pay part or all of the purchase price in advance. Seller retains a purchase money security interest in all products not paid for in full, notwithstanding that the products have been delivered to Buyer, and Buyer hereby authorized Seller to execute and file financing statements describing the products, and other document which may be requested by Seller to evidence its security interest.
Orders accepted by Seller are subject to cancellation by Buyer only upon the express written consent of Seller. Upon such cancellation and consent, Seller shall cease work and hold for Buyer all completed and partially completed articles and work in progress and Buyer shall pay Seller: for all work and materials that have been committed to and/or identified to Buyer’s order plus a cancellation charge as prescribed by Seller, in addition to a reasonable profit to Seller on the entire contract.
If Buyer requests deferral of deliveries, Seller’s agreement to defer delivery shall not excuse Buyer from its obligation to pay for the products at the same times and in the same quantities as the original delivery schedule, including interest due pursuant to these terms and conditions. In addition to adhering to the original payment schedule, Buyer shall pay such storage charges as Seller may assess for storing the products awaiting delivery. If Buyer requests deferral prior to commencement of production, Seller may require progress payments in connection with expenses for materials and services incurred by Seller in anticipation of production.
In addition to the foregoing, Buyer agrees to save and hold Seller harmless from any claims, demands, liabilities, costs, expenses or judgments arising in whole or in part, directly or indirectly, out of the negligence or lack of care by Buyer or Buyer’s customers, agents, employees or invitees involving the use of the productssupplied by Seller. This indemnification shall include all costs, attorney’s fees and other expenses paid or incurred by or imposed upon Seller in connection with the defense of any such claim.
Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under the laws of Delaware USA. Any dispute arising from or in connection with these Standard Terms and Conditions will be brought before the competent court in Delaware USA.
In the case of default or breach by Buyer in the performance of any or all of the provisions of this agreement, Seller may cancel any outstanding order from Buyer and declare all obligations immediately due and payable, and shall in addition have all remedies afforded by the Uniform Commercial Code as enacted in Delaware, and any other applicable law. Buyer shall in addition, be liable for Seller’s expenses incurred in exercising any remedies available to it, including reasonable attorney’s fees and legal expenses. All unpaid obligations shall bear interest at the contract rate provided under terms of payment above.
In the event of a breach by Buyer of any of the provisions of this contract, Seller reserves the right to cancel and terminate this contract, upon giving written notice to the Buyer. Buyer shall be liable for damages suffered by Seller resulting from Buyer’s breach of this contract.
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