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适用范围 Application scope
These terms and conditions apply to orders, quotations, proposals, acknowledgments and contracts (“Seller’s Documentation”) signed by IDT
（Shanghai）Biotechnology Co., Ltd. (“Seller”) with respect to the sale of the products, equipment and related services of Seller (“Product”) to Buyer.
在收到买方的合同确认之前卖方可以更改或撤销其报价，并通知买方，除非卖方的报价已明确约定有效期限。所有合同只有买卖双方书面确认后才生效。 Unless a specific validity period has been stated in Seller’s quotation, Seller may change or withdraw quotations prior to Seller’s receipt of Buyer’s contract confirmation, and shall notify Buyer accordingly. All contracts shall only become effective when confirmed in writing by Seller and Buyer.
电汇信息 Wire Transfer instruction
Seller and Buyer both recognize that there is a risk of wire fraud when individuals impersonating a business demand immediate payment under new wire transfer instructions. To avoid this risk, both Seller and Buyer have provided wire transfer instructions, at the Contract, for remittance of any undisputed payments due under the Contract or any associated Statement of Work. In the event that there is a change in the wire transfer instructions, both Parties must agree to an updated wire transfer Appendix, in writing, followed by verbal confirmation, using the Business Contact listed in the contract before any monies may be transmitted using the new wire instructions. Both Parties further agree that they shall not institute wire transfer instruction changes and require an immediate payment under the new instructions. The Parties shall provide for a ten (10) business day grace period to verify any wire transfer instruction changes before any outstanding payments would be due using the new instructions.
交货, 风险及所有权转移 Delivery, Transfer of Risk and Title
The Product shall be delivered in accordance with the terms set out in Seller’s Documentation. Other than special agreement, the seller is responsible for transporting the goods to the destination agreed by both parties (incoterms 2020). All risk to the Product passes to Buyer upon delivery.
Buyer may request Seller in writing to vary Seller’s Documentation. Where Seller accommodates Buyer’s request for a variation, and where such variation results in an increase in the Product to be supplied under the contract, Buyer shall pay all additional amounts reasonably and directly incurred by Seller upon Seller’s request. If the variation results in a reduction in the Product to be supplied under the contract, Seller shall reduce the amount payable by Buyer accordingly. If Buyer’s request will result in changes to the Product delivery schedule, the delivery date shall be extended accordingly by agreement between Seller and Buyer. For the avoidance of doubt, Seller shall not be liable to Buyer if it is not able to accommodate Buyer’s request for a variation of Seller’s Documentation.
Seller may, change the specifications of the Product to take into account improvements of design, unavailability of materials etc. if, in its reasonable opinion, the changes (a) improve the Product’s function, operation or use; or (b) do not result in the Product differing in any substantial way from the specifications of the Product at the time of the contract.
In the event that the Buyer is notified of readiness for shipment but the delivery is delayed due to the Buyer's convenience or other reasons for which the Buyer is responsible, delivery will be deemed executed for the purposes of meeting agreed payment milestones. In such circumstances, Seller will be entitled to invoice Buyer as if delivery had occurred. Seller will also be entitled to charge the Buyer a delay fee of 1.5% per month of the total contract value of Products ready for shipment which is rescheduled at the Buyer’s request, to cover the additional costs resulting from the delayed delivery, calculated from the date of readiness to ship until the actual delivery date to the Buyer's site.
Without the prior written consent of the seller, the buyer shall not transfer any of its rights and obligations hereunder. The seller shall be able to transfer its rights and obligations hereunder to its affiliate.
The relationship created by this Contract is that of independent contractor and neither Buyer nor any of its owners, directors, employees, representatives, or agents is authorized to hold itself out as an employee or agent of Seller, appoint others as partners, distributors, resellers or agents of Seller, enter into contracts or commitments in the name of Seller, or bind or otherwise obligate Seller in any manner. Nothing contained in this Contract is intended to create, nor does it create, a joint venture or partnership, or other relationship between Buyer and Seller other than that of independent contractor.
遵守法律 Compliance With Laws
Buyer shall comply fully with all applicable laws, rules, and regulations, including those of China, the United States and any and all other jurisdictions globally, which apply to Buyer’s business activities in connection with this Contract.
Without limiting any provision in this Contract, Buyer specifically agrees to the following:
出口限制及管控 Export Restrictions And Controls
Buyer represents and warrants to Seller that Buyer shall comply with all local, national, and other laws and regulations of all jurisdictions globally relating to export controls and similar matters which are applicable to Buyer’s business activities in connection with this Contract, including, but not limited to, the laws/measures of the United Nations, United States (e.g., the Export Administration Regulations administered by the United States Commerce Department’s Bureau of Industry and Security, the International Traffic in Arms Regulations, and the regulations and sanctions administered by the United States Treasury Department’s Office of Foreign Assets Control), Member States of the European Union, United Kingdom, China, and Singapore (collectively, “Export Laws”), and that Buyer will take no action that will cause Buyer or Seller to violate any such laws.
Buyer specifically represents and warrants to Seller that it is aware that products and technical data supplied by Seller are subject to Export Laws, and that Buyer will comply with all applicable restrictions regarding exports, re-exports and transfers, including obtaining any required U.S. or other country licenses, authorizations, and/or approvals.
Buyer further represents and warrants to Seller that Buyer will provide Seller with the information necessary for Seller to seek new export authorizations and/or to ensure compliance with Export Laws, that Buyer will inform each of its customers (where the circumstances suggest the customer may be exporting) of applicable restrictions on exports, re-exports, or transfers at the time Buyer resells or otherwise disposes of any product or technical data supplied by Seller to such customer, and that Buyer will maintain controls as appropriate to comply with Export Laws.
Buyer further agrees that the shipment and/or delivery of the Goods by Seller is contingent upon Seller obtaining all required export authorizations, licenses and permits (collectively “Authorizations”) and Buyer agrees that Seller shall not be liable to Buyer for any failure or delay in the shipment or delivery of the Goods if Buyer fails to complete the end-user’s registration, application and approval procedure required by the Ministry of Commerce of the People’s Republic of China (“MOFCOM”) and/or such Authorizations are delayed, conditioned, denied or not issued by the regulatory or governmental agencies having jurisdiction over such Authorizations.
买方的披露事宜 Disclosure By Buyer
Buyer agrees that should it learn or have reason to know of any violation, possible violation, or suspected violation of any law or regulation applicable to Buyer’s activities related to this Contract, including but not limited to Anti-Corruption Laws and Export Laws, or of any government investigation into the same, Buyer shall immediately use the Danaher Integrity & Compliance Program Helpline portal, available at www.danaherintegrity.com, to report such matter to Seller. Buyer shall cooperate fully and completely with Seller in connection with any Seller efforts to investigate or review records resulting from such disclosures.
不可抗力 Force Majeure
In the event of force majeure as stipulated under the laws and regulations of the People’s Republic of China, neither Seller nor Buyer shall be liable for any default in the performance of their respective obligations under the contract. The party affected by the force majeure event shall promptly notify the other party in writing. If the duration of the force majeure event exceeds 120 days (or such other period as Seller and Buyer may agree in writing), Seller and Buyer shall amicably discuss the appropriate steps to be taken in respect of the further execution of the contract.
违约救济措施，终止 Remedy to Default, Termination
To the extent permitted by applicable law, if Buyer has breached any provision of this Contract or has violated or caused Seller to violate any laws or regulations applicable to Buyer’s activities related to this Contract, the seller shall be able to exercise any or all of the following remedy measures:(1) to terminate the contract.
(2) to recall Product no matter where Product is installed and whether it is being used by any lessee or third-party user. (3) to stop providing other services that the seller shall provide to the buyer in normal circumstance in accordance with the contract. (4) to withhold payments under the contract, and terminate the contract immediately.
责任限定 LIMITATION OF LIABILITY
* BUYER CONFIRMS THAT (A) SELLER HAS DRAWN BUYER’S ATTENTION, AND FULLY EXPLAINED, SELLER’S LIMITATION OF LIABILITY IN THIS CLAUSE 14; AND (B) BUYER HAS CAREFULLY READ AND UNDERSTOOD CLAUSE 12. *
Neither Seller nor Buyer shall be liable for any consequential or other indirect damages or losses (whether for loss of profit or otherwise), costs, expenses or other claims for compensation. Except for death, personal injury or property losses caused to Buyer by Seller’s willful misconduct or gross negligence, Seller’s total liability arising from the sale of the Product under the contract shall not exceed the purchase price paid by Buyer for the Product under the contract.
All the terms and conditions hereunder are severable. If any competent court or arbitration commission decides that any term or condition hereunder is unenforceable, the remaining terms and conditions shall be performed as if the unenforceable term or condition did not exist.
If Seller discloses to Buyer on a confidential basis any know-how or commercial secrets in relation to the Product which are owned by Seller, Buyer shall not disclose such information, whether in writing or by other means, or allow any other person or company to use such information unless with Seller’s prior written consent. In the event that Buyer has been ordered by a court or government agency having jurisdiction over Buyer to disclose such information, Buyer shall promptly notify Seller of such order prior to disclosing such information. In the event that Buyer and Seller have entered into a separate confidentiality agreement, the terms and conditions of such agreement shall take precedence over the terms of this Clause.
所有权及知识产权 Ownership of Materials and Intellectual Property Rights
All designs (including drawings, plans and specifications), estimates, prices, notes, electronic data and other documents or information disclosed to Buyer by Seller, and all related intellectual property rights, in respect of the Product (collectively, “Materials”) shall remain Seller’s property. Seller grants to Buyer a non-exclusive, non-transferable license to use the Materials solely for Buyer’s use of the Product. Buyer may only sub-license Materials to third parties with Seller’s prior written consent.
As a condition to Seller's delivery to Buyer of the Products, Buyer shall not, directly or indirectly, and shall cause its employees, agents and representatives not to: (a) alter or modify the Products, (b) disassemble, decompile or otherwise reverse engineer or analyse the Products, (c) remove any Product identification or proprietary rights notices, (d) modify or create derivative works, (e) otherwise take any action contrary to Seller's rights in the technology and intellectual property relating to the Products, and/or (f) assist or ask others to do any of the foregoing.
适用法律，争议解决 Applicable Laws, Dispute Resolution
These terms and conditions, together with the contract signed by Seller and Buyer, shall be governed by the laws of the People’s Republic of China.
Seller and Buyer shall submit any dispute between them arising out of these
terms and conditions, the contract to the 【
Shanghai International Economic and Trade Arbitration Commission for arbitration in Shanghai 】
in accordance with its arbitration rules then in force. The language of arbitration shall be Chinese. The arbitration award shall be final and binding on Seller and Buyer.
Seller and Buyer shall submit any dispute between them arising out of these terms and conditions, the contract to the jurisdiction of a competent Chinese court in the Seller’s location.
完整合同、弃权 Entire Contract, Waiver
These terms and conditions, together with any contract signed by Seller and Buyer, constitutes the entire agreement between the parties, and shall replace any opinion or agreement, oral or written, previously reached by both parties hereto. Any statement, promise or condition that is inconsistent with this terms and conditions and contract shall not be binding on both parties. These terms and conditions shall prevail over any contract between Seller and Buyer. Unless signed in written by the authorized representatives of both parties, any waiver, change, modification, update or extension in relation to this contract shall be void.
The terms and conditions are made out both in Chinese and in English, Chinese prevails in case of any discrepancy.