Terms and Conditions

Article 1 Scope of Article

The following terms and conditions of sale shall apply to any contract of sale of the seller "KMD Bioscience (Tianjin) co., ltd.". No amended clause shall be binding on the Seller unless agreed in writing and signed by the Managing Director or other authorized representative of the Seller.

Article 2 Sales Contracts

The specification, quantity, price and delivery time of the reagents sold by the Seller to the Buyer (hereinafter referred to as "Reagents") shall be stated in the sales quotation/order signed/sealed by the Seller and the Buyer (hereinafter referred to as "Sales Contract"). An order under this clause may be modified or amended only after obtaining a written opinion and signature of the Buyer and the Seller as to the specific change and the resulting effect on the price and delivery date. Buyer may not cancel the order unless Seller expressly agrees in writing. In this case, the Seller shall inform the Buyer of all costs incurred as a result of the cancelation of the order and the Buyer undertakes to bear all such costs.

Article 3 Quality Standards, Acceptance Standards and Packaging 

The manufacturer's quality standards, quality acceptance standards and packaging requirements are in accordance with the technical specifications in the manufacturer's catalog.

Article 4 Purchase Price

Unless otherwise stated, the purchase price stipulated in the purchase agreement (hereinafter referred to as the "purchase price") shall be

(a) Including the cost of manufacturing the reagents;

(b) Including the cost of packaging the reagents;

(c) Land transport freight, consisting of partial reagents Chinese mainland door-to-door within the country;

(e) Does not include additional costs for guidance during the use of the reagents.

Article 5 Payment Terms

5.1 Unless otherwise stipulated in the purchase agreement, the purchase price shall be paid in full to the Seller's specified bank account within the agreed period;

5.2 Without the Seller's written consent, the Buyer shall not be entitled to set off the payment of the purchase price stipulated in the Purchase Agreement against any arrears owed by the Seller to the Buyer.

Article 6 Deferred Payment

If the Buyer fails to pay in full in accordance with the Purchase Agreement, the Seller may defer or cancel further deliveries of the Reagent until payment is made and may charge a late payment fee of 2/1000 per day for the deferred payment amount from the due date to the actual payment date.

Article 7 Delivery Conditions

7.1 The reagents shall be delivered in accordance with the terms of the purchase contract. If freight and handling charges have been specified or invoiced, they should include charges other than actual freight. The delivery process to the Buyer is completed when the goods are handed over to the carrier at the Seller's shipping point.

7.2 If the Seller pays the freight in accordance with the terms of delivery stipulated in the Purchase Contract, the Seller has the right to choose the carrier and the transport route.

Article 8 Documentation

Upon receipt of full payment of the Purchase Agreement, the Seller shall issue the Buyer with a formal VAT ordinary invoice or VAT special invoice.

Article 9 Delivery

If the Buyer fails to make delivery of the reagents at the place and time specified in the purchase agreement, he shall be responsible for payment of the amounts due under the purchase agreement, except in cases of force majeure. The Seller may arrange for the storage of the reagents, the risks and costs of which shall be borne by the Buyer. Seller shall thereafter notify Buyer in writing within 14 days after notice of acceptance of delivery of the Reagents. If the Buyer fails to give such notice, the Seller shall be entitled to terminate the Purchase Contract and to claim from the Buyer for any loss suffered as a result of the failure to accept delivery.

Article 10 Declarations and guarantees

10.1 Declaration of the seller

 1. Legal owner of the reagents sold under the purchase contract;

 2. Its legal right to transfer ownership of the reagents to the buyer.

10.2 If the Reagents have been manufactured according to the specific specifications provided by the Buyer, the Buyer represents and warrants that the information, materials, designs and specifications provided to the Seller for the manufacture of the Reagents do not infringe any intellectual property rights of third parties.

10.3 A party shall be deemed to be in breach of contract if its statements or representations are not true, accurate or misleading.

Article 11 Obligations of the Buyer

11.1 The Buyer is obliged to keep secret all technical or marketing information received from the Seller, such as drawings or specifications, as well as all confidential information, including but not limited to trade secrets and information of commercial value. This obligation shall not apply if such information is or becomes public at the time of disclosure or thereafter for reasons other than breach of contract, or if Buyer lawfully acquires it from a third party. The foregoing confidentiality obligation shall also extend to Buyer's agents, servants and employees and shall apply for an indefinite period.

11.2 If the Reagents are manufactured according to the specific specifications provided by Buyer, Buyer shall provide Seller with assistance and technical support in the manufacture of the Reagents and, at Seller's request, shall provide Seller with all necessary and relevant information and materials free of charge.

11.3 Buyer may not resell, transfer, assign or pledge by way of security the Reagents until full and final payment of the purchase price.

11.4 When reselling Reagents, he may use the original brand, the original printed form and the undamaged packaging, including the original instructions issued by Seller, and may not make any changes thereto unless such changes have been expressly approved in writing by Seller.

11.5 Buyer shall maintain proper records for the timely recall of reagents if required by reagent liability. Such records shall include information regarding delivery to Customer, including the date of delivery, Customer's name and address, and available telephone and facsimile numbers. In the event of an emergency, Buyer shall provide such assistance at Seller's expense upon Seller's request for the purpose of reagent recall.

Article 12 Transfer of Ownership and Risk

12.1 Once the reagents have been delivered to the Buyer, ownership of the reagents shall remain with the Seller until the Buyer has paid the Seller in full the purchase price stipulated in the Purchase Agreement. 

12.2 Although ownership of the Reagents shall not pass to the Buyer upon delivery, the risk of damage, loss, deterioration or corruption of the Reagents shall pass to the Buyer upon delivery.

Article 13 Inspection Obligations

The Buyer shall immediately inspect the packaging and quantity of the reagents upon delivery and shall clearly mark any discrepancies or irregularities on the Seller's delivery note and notify the Seller thereof. If the quantity and packaging deficiencies are not noted on the delivery note, Seller shall have the right to reject them. The aforesaid written notice shall contain the following: Contract number, time and place of delivery, name and quantity of reagents considered not in accordance with the Contract, reasons for Buyer's belief that the reagents are not in accordance with the Contract, Buyer's method and results of testing and supporting documentation, and information required by Seller in any particular case. In addition to the defects covered by the reagent warranty under the terms and conditions of sale of this standard, the reagent shall be deemed to conform to the Purchase Agreement and Buyer has accepted the reagent, and Seller shall not be responsible for any subsequent claim if Buyer fails to make such inspection within the 7-day period set forth above and make a claim regarding the quantity, quality or specification of the reagent. Seller may, at its option, replace defective reagents with new reagents free of defects, make good the defect in reagents, repair defective reagents or reduce the purchase price. The transport costs associated with the replacement of defective reagents or the refilling of defective reagents shall be borne by the Seller.

Article 14 Guarantees for Reagents

14.1 In the event that the reagent proves to be defective, the Seller undertakes to provide the Buyer with a reagent guarantee within six months of the delivery date. The guarantee shall only be valid if the Buyer pays the freight costs for the return of the defective reagent.

14.2 In the event of a third party delivery of branded goods to the Seller or the purchase of parts by the Seller, the Buyer shall only have the security interest granted by the Supplier to the Seller and all other rights of the Seller under the law against the supplier or manufacturer of such goods and parts.

14.3 Buyer's relief in respect of any claim made under any of the foregoing security or under any condition or warranty imposed by law against any of the foregoing manufacturers or suppliers, or in respect of any other claim relating to reagents, shall be in respect of the Goods manufactured by Seller and shall be limited to the purchase price of the defective Goods for repair, replacement or refund of the defective Goods at Seller's option. Upon the expiration of the foregoing warranty, all statutory conditions and warranties shall terminate and in all other cases shall be limited to the performance of the relevant Supplier's liability to the Seller as set forth above.

14.4 The Seller shall under no circumstances bear any loss, indemnity, cost, expense, damage or other liability, whether direct, indirect or consequential, or any other available relief, unless the relief is prohibited by the law applicable to the Sales Clause of this standard.

Article 15 Exemption

15.1 The Seller is not liable for normal wear and tear of

1. reagents;

 2. any defects arising from the cause of the transfer of risk to the Buyer; 

 3. defects resulting from Buyer's negligence and / or carelessness in storage and transportation or modification or alteration of the reagent by Buyer without Seller's consent.

15.2 If the reagents have been manufactured in accordance with the specific specifications proposed by the Seller, the Seller shall not be liable for any defects due to the Buyer's refusal and/or unwillingness to provide the necessary and relevant information and materials referred to in Article 11.2.

15.3 Buyer shall indemnify Seller against any liability, claims, demands and costs, including attorneys' fees, for loss or damage resulting from the resale of Reagents or, if necessary, the failure to recall Reagents due to Buyer's failure to provide proper instructions or warnings.

Article 16 Intellectual Property Rights and Non-competition Clause

16.1 All Intellectual Property Rights in the Reagents and all other relevant documentation shall remain the property of Seller, except for those contained in the information and materials provided by Buyer pursuant to paragraph 11.2 of this Standard Sales Clause.

16.2 Buyer shall not produce or manufacture, directly or indirectly, inside or outside China, any Reagents which are identical or similar to the Reagents of Seller or any of Seller's Intellectual Property Rights Affiliates.

Article 17 Complaints of Infringement by Third Parties

If the Buyer is accused of infringing any third party property rights through the reagents sold by the Seller, the Buyer shall notify the Seller immediately upon receipt of the relevant notice. The parties shall do their utmost to dispute such complaints and shall cooperate closely to avoid legal proceedings. In the event of legal proceedings, both parties will do their best to obtain a favourable judgement . Buyer shall not, itself or indirectly through its employees or agents, take any action that may give rise to a third party tort claim.

Article 18 Taxes, Fees and Expenses

All taxes, fees and other charges imposed by the competent authority under the Purchase Agreement or related transactions shall be borne by the Seller and the Buyer in accordance with the relevant laws, unless otherwise stipulated in the Purchase Agreement.

Article 19 Force Majeure

19.1 If one of the parties fails to perform its obligations under the purchase agreement for reasons directly or exclusively attributable to the occurrence of a force majeure event, it shall immediately notify the other party by fax or e-mail of the occurrence of the event within 14 days of the occurrence of the event and shall send the other party by registered mail a certificate from the notary public of the place where the force majeure event occurred stating that the event occurred.

19.2 Force Majeure shall mean any of the following events: Earthquakes, storms, floods, fires or other natural phenomena, epidemics, wars, riots, public disturbances, strikes or blockades, governmental and legislative actions or any other public event beyond the control of both parties, the occurrence of which cannot be prevented and avoided.

19.3 In the event of Force Majeure, neither party shall be liable for any damage, increase in costs or loss suffered by the other party as a result of the non-performance or delay in performance of its obligations. The Party claiming Force Majeure shall take steps to minimize or eliminate the consequences of the Force Majeure and to restore as far as possible the performance of the obligations affected by the Force Majeure Events. If the consequences of such event cannot be remedied within three months after the occurrence of such event, the parties shall negotiate and decide whether to modify or terminate the performance of the Purchase Agreement based on the effects of the Force Majeure Event.

Article 20 Applicable Law and Dispute Resolution

20.1 The law of the People's Republic of China shall apply to the Terms of Sale and the Purchase Agreement.

20.2 Any dispute arising out of or in connection with this Sale Clause or the Purchase Contract may be brought before the local court of the Buyer if it cannot be settled by friendly negotiations between the parties within 30 days after the dispute arises.

Article 21 Miscellaneous

21.1 The terms and conditions of sale of this Standard shall be interpreted so as to comply as far as possible with applicable law. Notwithstanding such interpretation, any provision held to be invalid or unenforceable or omitted from this Standard of Sale and other provisions of this Standard of Sale shall continue to be binding on both parties. The parties hereby agree to replace any such invalid clause with a valid clause that most closely approximates the original intent and purpose of the original invalid clause. In the event of a loophole, it shall be assumed that a provision has been made which corresponds to the meaning and intention of the provision to be made if the matter is considered from the outset.

21.2 These Terms are likely to be amended and updated from time to time. Any changes will be posted on the Seller's website and all agreements will automatically take effect from the date of posting. If you do not agree to the change, you must terminate your partnership with the Seller.

21.3 The terms and conditions of sale of this Standard shall form part of any contract of sale entered into between the Buyer and the Seller.