>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 None of these terms and conditions may be added to, modified, superseded or otherwise altered, except by a written instrument signed by an authorized executive of Seller.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 or form of Buyer shall not be construed as a waiver of these conditions, nor as an acceptance of any such terms and conditions.
Seller’s default payment term is net thirty (30) days for domestic Buyers and net sixty (60) days for international Buyers, unless otherwise agreed between Seller and Buyer. Seller reserves the right to require alternative payment terms including, without limitation, letter of credit or payment in advance. If at any time Buyer is delinquent in the payment of any invoice or is otherwise in breach of this agreement, Seller may, at its discretion, stop performance of services or withhold shipment of products (including partial shipments) of any order and may, at its option, require Buyer to pre-pay for further services or shipments. All payments not received when due shall: (a) be subject to an additional charge of 3 percent (3%) per month (annual rate 36%) of the unpaid amount or the maximum rate permitted by law, whichever is less, until the date of payment. (b) include reasonable collection costs (including legal fees and expenses) payable as incurred by Seller. The entire consignment will remain Seller’s property until full payment has been received.
All payments shall be sent through wire transfer, PayPal, check and ACH indicated on Seller’s invoices. Wire transfer fees are at the charge of the Buyer and should the Buyer deduct these fees from the total invoice amount, Seller reserves the right to separately invoice the Buyer for the transfer fees.
All price quotations are made and orders accepted on the basis of Seller’s prices in 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 for tax 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’s invoice.
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 's Confidential 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 this warranty.
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.
No product will be accepted for credit by Seller if it is substantially in accordance with the specifications. Claims by Buyer for shortages or errors in delivery must be made in writing within thirty (30) days after the delivery of the products. No return shall be shipped to Seller except after securing written instructions from Seller. Damage incurred at Buyer’s location such as in the process of inspection, handling, and repackaging shall be the sole responsibility of Buyer.
Delivery terms are F.O.B. In either case, Buyer shall assume all risk of loss or damage upon delivery by Seller to the carrier at the point of shipment. Unless specific shipping instructions are received from Buyer substantially before the shipment date, Seller reserves the right to use its judgment in selecting the means of shipment. Additional shipping costs incurred at the request of Buyer will be charged to Buyer. Scheduled dates of delivery are determined from the date of Seller’s acceptance of any order or orders placed by Buyer and are estimates of approximate dates of delivery, not a guaranty of a particular date of delivery. Seller shall not be liable for any damages caused by failure or delay in shipping the products described herein, if such failure or delay is due to any war, embargo, riot, fire, flood, strike or other labor difficulty, an act of Buyer, an act of a governmental authority, transportation shortage or failure, inability to obtain sufficient fuel, labor, materials or manufacturing facilities, or any other cause beyond the reasonable control of 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 products supplied 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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