Terms and Conditions

Governing Provisions. CD Bioparticles that is processing this order for purchase of products and services (the "Products") agrees to provide to Customer certain products and services identified and agreed upon by the parties expressly conditional on Customer's assent to the terms and conditions contained herein. Customer agrees that the terms of Customer's purchase order or any other document supplied by Customer to CD Bioparticles shall not be of any force or effect, except to the extent CD Bioparticles agrees in writing thereto. These Terms and Conditions, including all writings incorporated herein by reference, any quotation issued to Customer by CD Bioparticles, and those specific terms of a purchase order or other document (e.g., a work order) that are either consistent with these conditions or expressly agreed upon by CD Bioparticles in writing, constitute the entire contract between the Customer and CD Bioparticles (the "Products Agreement"), and supersede all prior agreements and understandings between the parties, whether written or oral, relating to the subject matter hereof. In the event of a conflict, a quotation takes precedence over the Terms and Conditions, and a written contract signed by both parties takes precedence over either. If one or more of these Terms and Conditions are held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining Terms and Conditions shall be unimpaired. For purposes of the Products Agreement, "Deliverables" means (a) Data (defined below) generated by CD Bioparticles as a direct result of the performance of the Products, and/or (b) materials made by CD Bioparticles pursuant to the Services Agreement derived and/or made from Customer Materials (defined below), and in each case as may be delivered to the Customer.
Purchase and Sale. CD Bioparticles shall sell to Customer, and Customer shall accept and pay for, all Products ordered by Customer pursuant to an Order that has been accepted by CD Bioparticles. All Orders are subject to acceptance by CD Bioparticles either in writing or by shipping Products. CD Bioparticles may accept any Order in whole or in part.
General Obligations. Unless stated otherwise within the instruction manual or product supporting documentation, The Customer shall be entitled to use the Products only for research and development or for the further manufacturing of its own devices, assays, reagents and/or similar products. The customer expressly agrees not to resell the Products without the prior written consent of CD Bioparticles. Customer shall at all times conduct its business in full compliance with all applicable laws and regulations including any applicable anticorruption laws or regulations. Customer shall not directly or indirectly sell or otherwise distribute the products and/or documentation related thereto in violation of any law including any applicable export or import control law and regulation, any applicable antiboycott law and regulation, or any applicable economic sanction and trade embargo law and regulation.
The Customer is not permitted to change the Products, including their packaging, in any way without a prior written consent of CD Bioparticles. The Customer shall not use, remove, alter, obscure or otherwise interfere with or act in any way as may be construed by CD Bioparticles as infringing (or being detrimental to) any trademarks, trade symbols or other logos or marks, copyright and other intellectual property rights belonging to CD Bioparticles (or any third party) relating to the Products or any part thereof without the prior written consent of CD Bioparticles.
Payments. The Customer shall pay CD Bioparticles according to CD Bioparticles invoice(s). CD Bioparticles shall invoice the Customer following payment schedules described in the quotation. The payment terms is 30 days, otherwise differently requested in the invoice. All payments due hereunder shall be made in the currency specified by CD Bioparticles in writing. If Customer defaults in any payment when due, CD Bioparticles, at its option and without prejudice to its other lawful remedies, may delay performance, defer delivery, charge interest on undisputed amounts owed, and/or terminate the Services Agreement. If payment is not received by the due date, a service charge will be added at the rate of 1.5% per month (18% per year) or the maximum legal rate, whichever is less, to unpaid invoices from the due date hereof. If CD Bioparticles is compelled to bring suit to collect amounts due hereunder, it shall also be entitled to recover interest on amounts due as provided by law and reasonable attorney fees and costs of suit incurred in connection with the action. Customer's acceptance of delivery of any Service based on this Service Agreement shall constitute a representation that Customer is solvent.
Termination. Without prejudice to its other rights CD Bioparticles shall have the right to cancel these Terms of Sale and any other contract immediately if Customer: (i) fails to pay any amount when due hereunder, (ii) breaches any provision of these Terms of Sale, (iii) (A) becomes insolvent, (B) is generally unable to pay, or fails to pay, its debts as they become due, (C) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (D) makes or seeks to make a general assignment for the benefit of its creditors, or (E) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business.
Choice of Law and Jurisdiction. This Quotation shall be governed by and construed in accordance with the laws of the State of NY, U.S.A. Any litigation or other dispute resolution between the parties relating to this Quotation shall take place in the U.S. District Court where CD Bioparticles is registered. The parties consent to the personal jurisdiction of and venue in the state and federal courts within the State of NY.
Returned Products and Claims. Within seven (7) business days after customer's receipt of products sold, Customer must inspect the Products and give detailed written notice to CD Bioparticles of any claim by Customer based upon the condition, quantity, or identity of the Products received or of any visible nonconformity with CD Bioparticles' applicable specifications. If requested by CD Bioparticles, Customer shall make available for inspection by CD Bioparticles as to which a claim has been asserted by Customer. Customer's failure to make such claim shall constitute irrevocable acceptance of the Products delivered. Notwithstanding the Customer’s claims, the delivery shall be deemed accepted in the event Product contains only minor errors or defects and CD Bioparticles agrees to correct such errors or defects under the warranty without undue delay. The delivery shall also be deemed accepted, if the Customer: (i) puts Product into production or other similar use; (ii) notifies CD Bioparticles of errors or defects after 60 days from the reception; or (iii) accepts the delivery in writing. Products sold that are determined to be damaged, defective or non-conforming shall not be returned without CD Bioparticles' prior written consent and transportation charges for return shall not be paid by CD Bioparticles unless authorized in advance.
Cancellation/Changes. Customer may not cancel or change an order once placed with CD Bioparticles except with the prior written consent of CD Bioparticles and upon terms that will indemnify CD Bioparticles against any loss resulting from such change or cancellation. All orders and Products are subject to changes as may be required to comply with applicable laws. If Customer cancel the order while the order is already shipped by CD Bioparticles, should pay at least 30% restocking fee (30% of order value).
Refund. In the event that any product does not meet the performance standards stated in the product specification, if any, or CD Bioparticles fails to perform the service resulting from circumstances beyond its reasonable control, CD Bioparticles will refund customer the original price paid to CD Bioparticles. Customer shall not claim any direct, indirect, or consequential loss or damage arising out of or in connection with CD Bioparticles failure to provide the products or perform the services. CD Bioparticles shall have no liability for any direct, indirect, consequential or incidental damages arising out of the use, the results of use or the inability to use any product.

Supports

Fill out the form below
to receive a quote

GET A QUOTE