Terms & Conditions of Sale
Terms and Conditions of Sale of Angene Chemical Private Limited. (hereinafter “Angene”)
Acceptance of Terms — By purchasing and accepting delivery of products supplied by Angene (“Products”) you agree to be bound by these terms and conditions (the “Terms and Conditions”). Terms or conditions contained in any order form or other document submitted by you which are inconsistent with, or in addition to, these Terms and Conditions are rejected, objected to and shall be deemed void and of no force or effect.
Changes — Once submitted, any change(s) to your order(s) may be made only with advance written approval of Angene and such changes may require different terms, including a change in the price and/or time of delivery. Once submitted, you may not cancel any order unless cancellation is expressly approved by Angene in writing, which approval may be contingent on your payment of the CANCELLATIONCHARGE and other charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Angene by its suppliers, and any other costs resulting from cancellation. The cancellation charge is FIFTY PERCENT (50%) of total purchase order price. A verified bill of costs issued by an officer or other authorized representative of Angene shall be conclusive as to the amount of such costs. Angene reserves the right to cancel any order, in whole or in part, upon your breach of these terms and conditions or your bankruptcy, insolvency, dissolution, receivership proceedings, or upon the occurrence of any event leading Angene to reasonably question your willingness or ability to perform.
Delivery, claims — All sales will be delivered Ex Works Angene's shipping point unless otherwise noted. If shipping and handling charges are quoted or invoiced, they will include charges in addition to actual freight costs. Delivery of Products to the carrier at Angene's shipping point shall constitute delivery to you and you shall bear all risk of loss or damage in transit. The general method of shipment for each item is listed in Angene's product directory. However, Angene reserves the right, in its sole discretion, to determine the exact method of shipment for any particular shipment. Angene reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shallnot relieve you of your obligations to accept remaining deliveries. Immediately upon your receipt of any Products shipped hereunder, you shall inspect the same and shall notify Angene in writing of any claims for shortages, defects or damages and shall hold Products for Angene's written instructions concerning disposition. If you fail to so notify Angene within five days after the Products have been received by you, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the you.
Delays — Any specified delivery dates are estimates only and do not represent a promise by Angene to deliver Products at a date certain. Angene shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond Angene's reasonable control, including, without limitation, unsuccessful reactions, act(s) of you, embargo or other governmental act, regulation or request affecting the conduct of Angene's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices. If any such event continues for longer than 180 days, either party may terminate your order and you will pay Angene for work performed prior to termination and all reasonable expenses incurred by Angene as a result of termination. In the event of delays in delivery or performance caused by force majeure or by you, the date of delivery or performance shall be extended by the period of time Angene is actually delayed or as mutually agreed. If, for reasons other than the foregoing, Angene should default or delay or not deliver Products, your sole remedy against Angene is an option to cancel your purchase order, through prior written notice to Angene.
Payment and Interest — Unless otherwise stated, payment in full shall be made within 30 days of invoice. Angene reserves the right to require an advanced deposit of up to 100% of the purchase price at the time of order or any time prior to delivery as a condition of performance. If for any reason Angene, in its sole and unfettered discretion, deems the ultimate collectability of the purchase price to be in doubt, Angene may, without notice to you, delay or postpone the delivery of the Products and may, at its option, change the terms of payment to payment in full or in part in advance, with respect to the entire undelivered balance of Products. In the event of default by you in the payment of the purchase price or otherwise, Angene, at its option, without prejudice to any other of Angene's lawful remedies, may defer delivery, cancel your order and any other order of you, or sell any undelivered products on hand for the account of you and apply such proceeds as a credit, without set-off or deduction of any kind, against the agreed upon purchase price, and you agree to pay the balance then due to Angene on demand. You agree to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by you in any of the terms hereof. Invoices remaining unpaid after their due date will be subject to an interest charge of 2%per month You must pay all costs of collection on unpaid amounts, including (without limitation) attorneys’fees and related costs.
Taxes and other charges — Angene shall not be responsible for the payment of any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between, with the sole exception of any sales taxes invoiced and collected from you by Angene. All other such charges (if any) must be paid by you separately and in addition to the prices quoted or invoiced. In the event Angene is required to pay any such tax, fee or charge, you shall reimburse Angene therefore; or, in lieu of such payment, you shall provide Angene at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
Pricing — Any quotation provided by Angene is firm only if you place a corresponding order within the time specified on the quote or, if no time period is mentioned, within 7 days. You must request shipment of the entire quantity of Products ordered within 6 months from the date of order, otherwise, Angene’s standard prices at time of shipment may apply, at Angene’s option, to future deliveries.
Price Changes — Shipment will be made promptly even if prices have been nominally increased. Price changes will be automatically applied to your invoice. Notwithstanding any price quotation or prices listed by Angene, if at any time prior to delivery Angene’s costs of materials have increased by 10% or more, then Angene may cancel any accepted but undelivered orders or condition the continuance of any order on your agreement to a corresponding increase inprice.
Warranties — Angene warrants that its products shall, at the time of delivery, conform to the description of such products as provided to you by Angene through Angene's product directory, analytical data or other then-current literature. THIS WARRANTY IS EXCLUSIVE, AND ANGENE MAKESNO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OFMERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANYTHIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS. Angene's warranties made in connection with this sale shall not be effective if Angene has determined, in its sole discretion, that you have misused the Products in any manner, have failed to use the Products in accordance with industry standards and practices, or have failed to use the Products in accordance with instructions, if any, furnished by Angene. ANGENE'S SOLE AND EXCLUSIVELIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO ANGENE’SSATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCHPRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN ANGENE'S SOLEDISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH ANGENE'SINSTRUCTIONS. ANGENE SHALL NOT IN ANYEVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KINDRESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF ANGENE HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION,LIABILITY FOR LOSS OF USE, COST OF CAPITAL, LOSS OF WORK IN PROGRESS, DOWNTIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, ANY LIABILITY OFBUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSSOCCASIONED BY SUCH PRODUCT INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY ORPROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY ANGENE’SGROSS NEGLIGENCE. THE EXCLUSION OF SUCHDAMAGES AND/OR CLAIMS SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANYFAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY ARISING FROM THEPURCHASE AND/OR THESE TERMS AND CONDITIONS. ANGENE’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO CASE EXCEED THECONTRACT PRICE FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE BREACH. THESE EXCLUSIONS AND LIMITATIONS ON DAMAGESSHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANYTHEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT,NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY. ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) MONTHOF SHIPMENT, REGARDLESS OF THEIR NATURE.
Your Use of Products — Angene's Products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in Angene's product directory or in other literature furnished to you, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes. You acknowledge that the Products have not been tested by Angene for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in Angene's literature furnished to you. You expressly represent and warrant to Angene that you will properly test, use, manufacture and market any Products purchased from Angene and/or materials produced with Products purchased from Angene in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted. You further warrant to Angene that any material produced with Products from Angene shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be materials which may not, under Sections 404, 505, or 512 of the Act, be introduced into interstate commerce.
You realize that, since Angene's Products are, unless otherwise stated, intended primarily for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory. You assume responsibility to assure that the Products purchased from Angene are approved for use under TSCA, if applicable. You have the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from Angene. You also assume the duty to warn your employees, those associated with you and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products. You agree to comply with instructions, if any, furnished by Angene relating to the use of the Products and not misuse the Products in any manner. If the Products purchased from Angene are to be repackaged, relabeled or used as starting material or components of other products, you agree that you will verify Angene's assay of the Products. No Products purchased from Angene shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.
Resale, Distribution and Export Prohibited— You warrant to Angene that you will use the Products directly and as permitted by terms above, and you further agree that the Products may not be marketed, distributed, resold or exported by you for any purpose.
Patent disclaimer — Angene does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any patents covering the product itself or the use thereof in combination with other products or in the operation of any process.
Returns — Products may not be returned for credit except with Angene's permission, and then only in strict compliance with Angene's return shipment instructions. You must obtain advance written authorization from Angene and a written return authorization document in the form then in use by Angene, prior to returning any Products. Certain items and quantities may not be returned for credit or under any circumstances. These items include, but are not limited to: diagnostic reagents, refrigerated or frozen products; reagents and standards which have passed their expiration dates; custom products or special orders; products missing labels, parts, or instruction manuals; and books, computer software and equipment removed from their original packaging. Any returned items may be subject to a 30%processing fee and must be returned within 30 days of purchase.
Technical Assistance — At your request, Angene may, in Angene's sole and absolute discretion, furnish technical assistance and information with respect to Angene's Products. ANGENE MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULARPURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY ANGENEOR ITS PERSONNEL. ANY SUGGESTIONS BY ANGENEREGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOTBE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN AWRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF ANGENE.
Miscellaneous — Angene's failure to strictly enforce any particular term or condition contained herein or to exercise any right with respect to your order shall not constitute a waiver of Angene's right to strictly enforce such terms or conditions or exercise such right hereafter. All rights and remedies are cumulative and are in addition to any other rights and remedies Angene may have at law or in equity. Any waiver of a default by you shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any of these terms shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The section headings herein are for convenience only; they form no part of the Terms and Conditions and shall not affect their interpretation. These Terms and Conditions shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.