In order to meet the needs of State and County tax laws for products and services, it is necessary to place purchase orders with CLICK BIO by line item as they appear in the final quotation. By stating each item to be delivered on a purchase order, it alleviates issues with tax on services, matching up packing lists with purchased items, priority partial shipments, invoicing shipped items and 3rd party regulatory and warranty issues.
These general terms and conditions shall apply to all goods supplied by Click Bio to the customer. These general terms and conditions of all goods supplied by Click Bio shall prevail over all other terms and conditions unless the said general terms and conditions have been varied, accepted, and acknowledged subsequently in writing by Click Bio. Any deviation or supplementary conditions or any oral agreements made between Click Bio and the customer especially in relation to the customer’s general terms and conditions shall only be applicable if accepted and acknowledged in writing by Click Bio.
Quotations shall only be binding if they contain a stated period of validity and upon approval of credit application per consent from the Click Bio FINANCE DEPARTMENT.
3. Scope of delivery
The order acknowledgment is relevant for scope and execution of the delivery. Additional performances or specifications not included in the order acknowledgment are charged separately.
a) Buyer shall have the right by written order to suspend work or to make changes from time to time in the service to be rendered or the materials to be furnished by Seller hereunder or the delivery date. If such suspension or change cause an increase or decrease in the cost of performance of this purchase order or in the time required for its performance, an equitable adjustment shall be negotiated promptly, and the purchase order shall be modified in writing accordingly. Any claim by Seller for adjustment under this clause must be asserted in writing within 15 days from the date of receipt by Seller of notification of the change or suspension and shall be followed as soon as practicable with specification of the amount claimed and with supporting cost figures. However, nothing herein shall excuse the Seller from proceeding with this purchase order as changed pending resolution of the claim.
b) Information, advice, approvals or instructions given by Buyer's technical personnel or other representative shall be deemed expressions personal opinion only and shall not affect Buyer's and Seller's rights and obligations hereunder unless set forth in writing which is signed by Buyer's Purchasing Representative and which states it constitutes an amendment or change to this Purchase Order.
4. Technical data and documents
Technical documents such as drawings, descriptions, illustrations and data on dimensions, performance and weight are for information purposes only and shall not imply any warranties. CLICK BIO reserves the right to make any necessary changes. All technical documentation and technical data remain the property of Click Bio and may neither be used by the Buyer for production purposes nor be made available to third parties.
5. Copyright protection, patent and trademark rights
Trademarks, designs, and projects remain Click Bio's property. Without CLICK BIO's previous written consent, the reproduction, utilization, or handing over to third parties is prohibited. Particularly, CLICK BIO equipment must not be made available directly or indirectly (through drawings, diagrams, schematics etc.) to any third party without CLICK BIO's written authorization. The product of this proposal is a Company Improvement to Click Bio. CLICO BIO reserves the right to market and sell this product to a wider market.
6. Payment Terms:
Payment: Standard payment terms are 50% deposit required at the beginning of each Phase for each of the 3 phases. The remaining 50% is due NET 30 after completion of the last phase. Credit approval from the CLICK BIO FINANCE DEPARTMENT might result in special credit terms. A finance charge of 2% per month will be applied for each payment past due.
7. Delivery time
The delivery time of a system will be stated on each quotation and will be dependent upon multiple factors such as current resource workload. The delivery time starts with the date of CLICK BIO's order acknowledgment, and ends when the shipment is ready for dispatch or a Site Acceptance Test if required. Compliance with the delivery time is conditional upon the customer fulfilling their contractual obligations, e.g. notification of all essential technical specifications, availability of samples, import permits, down payments, letters of credit etc.
The delivery time is reasonably extended if one of the cases applies:
a) The information required by CLICK BIO for performance of the contract is not received in time, or if the customer subsequently changes the contract thereby causing a delivery delay of the goods. All contract changes require revised Purchase Orders from the customer.
b) Hindrances occur which prevent CLICK BIO from performing the contract by force majeure. Hindrances include epidemics, mobilization, war, revolution, serious breakdowns in the works, accidents, labor conflicts, late or deficient delivery by subcontractors of raw materials, semi-finished or finished products, official actions or omissions by any state authorities or public bodies, and natural catastrophes.
If the customer claims such damages for delayed delivery, it must be proved that the delay has been caused through CLICK BIO' fault and that the customer has suffered a loss as a result of such delay. If substitute material can be supplied to accommodate the customer, the latter is not entitled to claim any delay damages. Any delayed delivery does not entitle the customer to any rights and claims other than those expressly stipulated in clause 9.
Shipments outside of the contiguous 48 United States are shipped Ex Works, D.D.U.
Unless otherwise agreed upon, acceptance shall be affected immediately after delivery at the customer's premises. The customer shall inspect the goods within a reasonable period and shall immediately notify CLICK BIO in writing of any deficiencies. If the customer fails to do so, the goods shall be deemed to have been accepted. The result of the acceptance has to be recorded in writing and signed by both parties. The acceptance is fulfilled as soon as the test results prove the specified quality and capacity.
In addition, acceptance shall also be deemed completed when:
· CLICK BIO has satisfied its standard site acceptance conditions or exceptional conditions agreed upon in writing with the customer prior to acknowledgment of the Purchase Order by CLICK BIO.
· As soon as the customer uses the goods in a non-acceptance test mode.
If the customer delays acceptance, the outstanding amounts are due 30 days after the originally scheduled acceptance.
Customer Returned Goods
If a customer decides to return goods, a 20% restocking fee will be charged to the customer with the assumption that the original packaging is intact and used to return the product to CLICK BIO. If the original packaging is not utilized, CLICK BIO has the right not to issue credit for the unit until a damage assessment is completed.
Goods that are in a lab can not be returned. We have no way to confirm how our products have been used and no way to let those products back out into the market.
No credit will be given on returned custom or customized products, third party equipment or other non-recoverable costs such as method development, training, project management, or application support.
9. Exclusion of further liability
All cases of breach of contract and the relevant consequences as well as all rights and claims on the part of the customer are exhaustively covered by these general conditions of supply. In no case whatsoever, shall the customer be entitled to claim damages other than compensation for costs of remedying defects of the goods. This, in particular, refers, but shall not be limited to, loss of production, loss of use, loss of orders, loss of profit, and other direct or indirect or consequential damage.
CLICK BIO represents and warrants to Buyer that the manufacture, use or sale of CLICK BIO standard Products do not infringe on any patent, trademark or other intellectual property of any third party.
If the standard products sold under the present conditions are produced or modified according to customer's specifications, customer agrees to indemnify and hold CLICK BIO harmless from all lawsuits, judgments, claims, costs and expenses, including but not limited to attorney's and accountant's fees arising in connection with patent infringement.
CLICK BIO (USA) Inc., Reno, Nevada