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Unless otherwise expressly agreed in writing, your purchase of products is subject to the following terms and conditions:
1.1 General Terms. These Laboratory Chemicals Product Terms and Conditions of Sale (“Lab Chemicals Terms”) apply to our provision, and your use, of Lab Chemicals Products (defined below), provided by Fisher Scientific Company L.L.C. and/or its affiliated entities Thermo Fisher Scientific Chemicals Inc.; Acros Organics BV; Avocado Research Chemicals Limited; Fisher Scientific U.K., Ltd.; Maybridge Ltd. Alfa Aesar (China) Chemical Co. Ltd., Fisher Scientific Worldwide (Shanghai) Co., Ltd., and/or Fisher Scientific Korea Ltd., (individually, and collectively, referred to in these Lab Chemicals Terms as “us”, “we”, or “our” or “Thermo Fisher”). These Lab Chemicals Terms are together with our quotation (if any), contract (if any), Documentation (defined below), and any other applicable Supplementary Terms, comprise the agreement (“Agreement”) between you and us for your purchase, and our sale of products. Unless your order is subject to a valid, written, executed agreement between you and us, in which case such agreement applies, you agree to accept and be bound by these Lab Chemicals Terms when ordering products. The Agreement is the complete and exclusive contract between you and us with respect to your purchase and our sale of the products. We reserve the right to change these Lab Chemicals Terms at any time, and any changes we make to these Lab Chemicals Terms will apply to the Agreement between us for any order we receive after the changes are made.
1.2 Supplementary Terms. Some of our products are subject to additional software licenses, Documentation or other written contract terms that you will not find here (“Supplementary Terms”). You will find any Supplementary Terms that apply to your purchase in our quotation to you, or in literature that accompanies the product.
1.3 Lab Chemicals Terms – Specific Definitions. For purposes of these Lab Chemicals Terms, the following definitions apply. “Documentation” means labels affixed to products or packaging; documentation, specifications, limited use label licenses and/or accompanying package inserts shipped with products; certificates of analysis or conformance made available for applicable products; and/or documentation, specifications, use guidelines or instructions available in our catalogs, on our website, or that we provide to you for applicable products. “Lab Chemicals Product(s)” are referred to herein as “product(s)” and mean, generally, individually, and collectively, those laboratory analytical reagents or fine chemicals products sold by Thermo Fisher (as defined above) under the brand names Alfa Aesar, Acros Organics, Maybridge, Fisher Chemical, Fisher Bioreagents and/or Thermo Scientific. “Specifications” means our current, documented specifications or designs for products in effect at the time of order acceptance and/or confirmation; or, in the case of custom products, “Specifications” means the mutually agreed upon written specifications or designs for such custom products.
1.4 Terms Conflict. If any conditions within the Agreement documents conflict with each other, we will give them the following priority: (a) the contract and/or the quotation; (b) any applicable Supplementary Terms; and (c) finally these Lab Chemicals Terms. We expressly reject any different terms or provisions contained in any document you provide, and if the terms and conditions in this Agreement differ from the terms of your offer, this Agreement will serve as the governing terms for our contract.
1.5 When Agreement takes Effect. The Agreement between us is created when you receive email confirmation that we have accepted your order
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2.1 Determining Price. We may change our list prices at any time without notice. Prices in our quotations are valid for 30 days, unless we state otherwise in writing.
2.2 Taxes and Fees. Our product prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. If we pay them, we will add them to your invoice. If you claim any exemption, you must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.
2.3 Delivery Fees; Freight Policy. You are also responsible for standard delivery and handling charges, if applicable, and our product prices do not include such charges unless expressly stated. If we pay such charges, we will also add these to your invoice.
3.1 Once you have placed your order, you cannot cancel or change it without our written consent.
3.2 In the event that you cancel our own products unilaterally, we are entitled to require liquidated damages as follows: (i) 30% of total order price for universal products, or (ii) manufacturing costs incurred by us, added 30% of the total order price for particular products.
3.3 In the event that the products hereunder involve third party products, and we shall purchase the products required by you from a third party in advance for the purpose of contract performance, which incurs the corresponding purchase expenses. You agree not to cancel the third-party products hereunder.
3.4 If you request us to delay or suspend the performance of your order, which we agree in writing, and if the suspension or delay period requested is more than 30 days, you shall pay us a suspension/delay fee, equal to 20% of the total value of the products said.
4.1 Payment Terms. We will invoice you for the product price and all other charges due when we ship you the products. Unless we have agreed otherwise in writing, you will pay us within 30 days from your receipt of invoice. Each order is a separate transaction, and you may not off-set payments, including from one order against another. We reserve the right to require you to make full or partial payment in advance, or provide other security to our satisfaction, if we believe in good faith that your financial condition does not justify the payments terms otherwise specified. You will make all payments in the currency specified in our invoice to you.
4.2 Late Payment. If you are late in making payment then, without affecting our other rights you will make payment to us, upon our demand, of a late-payment charge. The late payment charge will be calculated as interest on the sums due from the payment due date until you make payment in full, at the rate of 1% per month, or, if less, the maximum amount allowed by law and will also include our reasonable costs of collection (including collection agency fees and attorneys’ fees). We also reserve the right to cancel or stop delivery of products in transit and withhold shipments in whole or in part if you do not pay us when due, or if you otherwise do not perform your obligations in this Agreement.
Unless otherwise specified by us in writing, we will ship products to the destination you specify in your order, CPT Incoterms 2020 our shipping point. By agreeing to these Lab Chemicals Terms, you (i) give your consent for us to arrange for carriage for all products supplied hereunder on your behalf; and (ii) waive your right to arrange carriage or to give us any specific instructions regarding carriage. We may, in our discretion, make partial shipments and invoice each shipment separately. Our shipping dates are approximate only, and we will not be liable for any loss or damages resulting from any delay in delivery. You may not refuse delivery or otherwise be relieved of any obligations as the result of such delay. If our delivery of a product to you is delayed due to any cause within your control, we will place the delayed products in storage at your risk and expense.
Excluding software incorporated within or forming part of a product, which we or our licensors continue to own, title to and risk of loss of the products will pass to you when we deliver them to the destination specified on the order.
7.1 Returns. Customer Services must pre-authorize all product returns. Customer Services will approve return of any product that is damaged or defective on receipt, provided you contact Customer Services within five days after receiving the product and provided such damage or defect has not been caused by any failure by you or the carrier to handle or store products using reasonable care or as otherwise indicated on the label. If you do not contact us within this five-day period, we will deem the product to be accepted, but you will not lose any warranty rights (if any). Hazardous Goods must be returned in compliance with all applicable Chinese regulations and you shall, at your own cost, package, and engage licensed carriers to deliver, the Hazardous Goods in accordance with the relevant statutory requirements.
7.2 Product-Credit Eligibility. If we exercise our discretion to authorize a product for return, then the product must arrive at our facilities in a condition satisfactory for resale. Any return not due to our error is subject to a restocking charge of 25% of the sale price. We do not credit shipping charges. You will not receive credit for any product returned without our prior consent.
8.1 Limited Warranty for Lab Chemicals Products. Unless a different warranty is included in applicable Supplementary Terms or Documentation, we warrant that each product will substantially conform with our published Specifications at the time of shipment. This warranty lasts from the date we ship the product until the earlier of: (a) the product stated expiry date (if any); or (b) 90 days from the date we ship the product, in all cases as long as the product is stored in accordance with Good Laboratory Practices (GLP) and in accordance with the Specifications and Documentation. Retest dates have no effect on the warranty or warranty period for products.
8.2 Exclusions. In addition to our exclusion for third party products as set out in Section 8.5 of these Lab Chemicals Terms, our warranties do not apply to (a) normal wear and tear; (b) accident, disaster or event of force majeure; (c) your misuse, fault or negligence; (d) causes external to the products such as, but not limited to, power failure or electrical power surges; (e); instruments sold to you as ‘used’ products; (f) installation, removal, use, maintenance, storage, or handling in an improper, inadequate, or unapproved manner by you or any third party (including the carrier), such as, but not limited to, failure to follow our instructions or operating guidelines, or protocols, operation outside of stated environmental or use specifications, or operation or contact with unapproved software, materials, chemicals or other products; or (g) products manufactured in accordance with specifications you gave us. ADDITIONALLY, ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN US WITHOUT OUR PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS WE HAVE NOT SUPPLIED, WILL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS. If we determine that products for which you requested warranty services are not covered by the warranty, or if we provide repair services or replacement parts that are not covered by this warranty, you will pay or reimburse us for all costs of investigating and responding to such request at our then prevailing time and materials rates.
8.3 Limitations.
(A) OUR WARRANTIES EXTEND ONLY TO YOU, THE ORIGINAL PURCHASER AND YOU CANNOT TRANSFER THEM. OUR OBLIGATION TO REPAIR OR REPLACE A PRODUCT IS YOUR SOLE REMEDY.
(B) EXCEPT AS OTHERWISE STATED, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES
(a) OF MERCHANTABILITY;
(b) OF FITNESS FOR ANY PARTICULAR PURPOSE; AND/ OR
(c) THAT THE PRODUCTS ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.
8.4 Remedies. During the applicable warranty period only, for products not meeting our warranty, we agree, in our sole discretion, to repair or replace the non-conforming product and/or provide additional parts as reasonably necessary to comply with our warranty obligations, but you must first promptly notify us in writing when you discover any defect or non- conformance, and include in the notice clear details of your warranty claim. After our review, assuming we authorize the product return, we will provide you with service data and/or a Return Material Authorization (“RMA”), which may include biohazard decontamination procedures and other product-specific handling instructions that you must follow. For valid product warranty claims timely made in accordance with this Agreement, you must return the non-conforming products to us, unless we agree otherwise, and we will prepay the shipping costs. For instruments only, we may choose to provide you with new or refurbished replacement parts. All replaced parts will become our property. We will ship your repaired or replacement products according to our Delivery terms in Section 5 of these Lab Chemicals Terms.
8.5 Third Party Products. We do not support or make any warranties about products manufactured or supplied by third parties that you purchase directly from us or through any of our sales channels. We expressly disclaim all warranties associated with the accuracy and/or validity of our third party manufacturer(s)’/supplier(s)’ responses, information, statements, certifications, and/or declarations (collectively, “Statements”) made about the products, and any such third party manufacturers’/suppliers’ Statements may be voided or invalidated when the product is downpacked in our facility.
9.1 Our Indemnity.
(A) Our Infringement Indemnity. We will defend and indemnify you against infringement damages finally awarded in any legal action brought by a third party against you alleging infringement of any intellectual property rights owned by third parties arising directly and solely from a product, as manufactured and provided by us to you, but always excluding use and/or combination of such product with other products or components. This infringement indemnity does not apply to (a) claims that arose based on your failure to comply with the Agreement; (b) claims that arose based on your failure to acquire any applicable additional intellectual property rights related to your use of the products (“Additional Rights”); (c) products that we made, assembled or labeled in reliance upon your instructions, specifications, or other directions; (d) your use or resale of products; (e) modifications made by you or any third party; or (f) products originating from third parties. THIS INDEMNITY IS OUR ONLY LIABILITY TO YOU, AND, SUBJECT TO SECTION 11.4 OF THESE LAB CHEMICALS TERMS, YOUR ONLY REMEDY, FOR ANY INFRINGEMENT OR CLAIMED INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY OR IN CONNECTION WITH ANY PRODUCT.
(B) Conditions to Our Indemnity. As a condition to our indemnification obligations you must (a) notify us in writing, as soon as you become aware of any claim; (b) not admit any liability or take any other action in connection with the claim that could affect the defense; (c) allow us to solely control the defense or settlement of the claim; (d) give us your reasonable information, co-operation and assistance; and (e) take all reasonable steps to mitigate losses incurred, including allowing us to exercise any and all of options set out in Section 11.4 of these Lab Chemicals Terms.
9.2 Your Indemnity of Us. If a third party makes a claim against us: (1) for infringement of its intellectual property rights based on (a) our manufacture or sale of a product or custom product we make under your instructions, specifications, or other directions, or using materials that you provide to us, (b) your failure to comply with the Agreement, (c) your failure to acquire any applicable Additional Rights, or (d) your modification, use or resale of a product, and/or (2) to the extent arising from or in connection with (a) your negligence or willful misconduct, or that of your agents, employees, representatives or contractors, (b) use of a product in combination with equipment or software not supplied by us where the product itself would not be infringing, (i) our compliance with designs, specifications or instructions supplied to us by you, (ii) use of a product in an application or environment for which it was not designed, qualified or validated, or (iii) modifications of a product by anyone other than us without our prior written approval, then you will indemnify and hold us harmless from and against any and all claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees and other costs of defending and/or settling any action) that we may have to pay as a result of the claim.
10.1 Definitions. With respect to any software products incorporated in or forming a part of our products, you understand and agree that we are licensing such software products and not selling them, and that the words "purchase", "sell" or similar or derivative words are understood and agreed to mean "license", and that the word "you" is understood and agreed to mean "licensee". We, or our licensor, as applicable, retain all rights and interest in software products we provide to you.
10.2 License. We hereby grant to you a royalty-free, non-exclusive, nontransferable license, without power to sublicense, to use software we provide to you under this Agreement solely for your own internal business purposes on the hardware products we provide you hereunder, and to use the related documentation solely for your own internal business purposes. This license will automatically terminate when your lawful possession of the associated hardware products provided hereunder ceases, unless earlier terminated as provided in this Agreement.
10.3 Restrictions. You agree to hold in confidence and not to sell, transfer, license, loan or otherwise make available in any form to third parties the software products and related documentation provided hereunder. You may not disassemble, decompile or reverse engineer, copy, modify, enhance or otherwise change or supplement the software products provided hereunder without our prior written consent. We will be entitled to terminate this license if you fail to comply with any term or condition herein.
10.4 Return of Software and Documentation. You agree, upon termination of this license, immediately to return to us all software products and related documentation provided hereunder and all copies and portions thereof.
10.5 Third Party Software. The warranty and indemnification provisions set forth in this Agreement will not apply to third party owned software products we provide you. We agree, however, to assign to you any warranty rights we may receive from the original developer or third party supplier, to the extent the original developer or third party supplier allows.
11.1 Use Limitations. As between you and us, we exclusively own all intellectual property rights relating to our products and services. Unless we expressly state otherwise in Supplementary Terms, our sale of products to you grants you only a limited, nontransferable right under our intellectual property to use the quantity of products purchased from us for your research and development purposes. No right to transfer, distribute or resell our products or any of their components is conveyed expressly, by implication, or by estoppel. Unless expressly permitted by us in writing, you will not modify, change, remove, cover or otherwise obscure any of our brands, trade or service marks on the products. Nothing in the Agreement limits our ability to enforce our intellectual property rights.
11.2 Commercial Applications; Additional Rights. Unless we expressly state otherwise in Supplementary Terms, we give no rights to use our products in any commercial application, including manufacturing, quality control, commercial services such as reporting the results of your activities for a fee or other consideration, or in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any type of consumption by or application to humans or animals. If you need commercial use rights in respect of our products (including the right to perform fee-for services), please contact our out-licensing department at outlicensing@thermofisher.com. Where your use of our product is outside the scope of the Agreement, it is solely your responsibility to acquire Additional Rights.
11.3 Intellectual Property Ownership. Unless otherwise specified in applicable Supplementary Terms, we exclusively own all intellectual property rights in any inventions (patentable or otherwise), discoveries, improvements, data, know-how, or other results that are conceived, developed, discovered, reduced to practice, or generated by or for us, or jointly by you and us, in relation to processes, designs and methods utilized in manufacture of a custom product. You agree to transfer and assign to us all your right, title, and interest in and to any joint intellectual property. At our request and at our expense, you will help us secure and record our rights in such intellectual property.
11.4 Intellectual Property Infringement. We want to avoid claims of intellectual property infringement. If we believe a product we have sold to you may be subject to a claim for intellectual property infringement, you must allow us (at our option) to either (a) secure for you the right to continue using the product; (b) substitute the product with another suitable product with similar functionality; or (c) tell you to return the product to us and we will refund to you the price you paid. In the case of instruments, we will take off a reasonable amount for the instrument’s use, damage or because it is now out of date or out of use.
12.1 Declining to Make or Deliver. If you ask us to manufacture a custom product, we may decline to design or manufacture that product at any stage of the process if the product is unsuitable or commercially impractical to manufacture as specified. If a custom component or material fails, we may delay or cancel a custom product’s delivery without liability to us.
12.2 Your Responsibilities. By submitting an order for a custom product, you represent and agree that you (a) have given us all information you know of regarding any biological, radiological, and chemical hazards associated with the handling, transport, exposure to, or other use of the materials you supply to us; and (b) have the requisite rights, including but not limited to any necessary intellectual property rights, to instruct manufacture of such product.
(A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE THAT YOU MIGHT INCUR UNDER THE AGREEMENT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH OUR PRODUCTS OR SERVICES, EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
(B) IN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR ANY PRODUCT UNIT OR SERVICE, IS LIMITED TO THE AMOUNT YOU PAID TO US FOR THE SPECIFIC PRODUCT PURCHASED THAT GAVE RISE TO THE LIABILITY.
(C) THE PROVISIONS ABOVE IN THIS SECTION 13 DO NOT LIMIT OUR LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING BUT NOT LIMITED TO LIABILITY FOR DEATH OR PERSONAL INJURY OR PROPERTY DAMAGES CAUSED BY OUR WILLFUL MISCONDUCTS OR GROSS NEGLIGENCE.
With regard to exports and re-exports, unless authorized by applicable laws and regulations, you represent and warrant that no product supplied by us, or products, technology or services that you may be deemed to control as a distributor or reseller, shall be exported, re-exported, distributed or supplied to (i) any person or organization in Cuba, Iran, North Korea, Sudan, or Syria, or who is considered a part of the government of those countries, (ii) any person or organization who is involved in improper development or use of nuclear weapons, or of chemical/biological weapons (CBW) or missiles, or in terrorist activities, or (iii) any person or organization who is prohibited by the government of the United States, or of any other country, from receiving the subject product, technology or services, or from participating in transactions involving the subject product, technology or services. Both you and we confirm we shall comply with all applicable laws and regulations including but not limited to the U.S. export laws and regulations. You acknowledge that the provision by us of certain products (including without limitation components and spare parts therefore), technologies or services (including without limitation warranty services) may require us to first obtain a license (or similar requirement) from the U.S. government or other regulatory body. You agree that any delay in the provision of, or failure to provide, any such products, technologies or services, occasioned by our failure, or inability, to obtain any such license (or similar requirement) timely (or ever) due to reasons reasonably beyond our direct control shall (i) not constitute a breach or default by us of the above referenced documents or any other express or implied obligations of us to you and (ii) shall not give rise to any liability, or further obligation, of us. In the event that you resell or transfer our product as a distributor or otherwise, you shall ensure that the end user to whom you resell or transfer the products agrees in writing to the provisions of this section and you covenant to use your best efforts to enforce such provisions against the end user should it fail to comply. Failure of you to strictly comply with this clause shall be a material breach of this Agreement.
In the event that you are authorized by us to resell or transfer our product as a distributor or otherwise, you shall comply with the following provisions. With respect to laws relating to corruption, commercial bribery, and money laundering, you represent and warrant that with respect to activities involving our products or services, (i) no part of any fees paid by or payable to you or any profits obtained by you or any other items of value will be directly or indirectly paid, offered, transferred, or given to any official, representative, or employee of any government, government agency, or instrumentality or to any other person acting in a business capacity for the purpose of obtaining or retaining business for or with, or directing business to, any person or company (such as us) and (ii) that you will not do anything to violate or to cause us to violate the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act or any other laws, regulations, and standards dealing with payments to governments, government employees, related persons, or persons acting in a business capacity. You also represent and warrant that to the best of your knowledge none of the actions specified in (i) and (ii) above have occurred in the past. You also represent and warrant that none of your owners, principals, officers, employees, or staff members are officials, officers, employees, or representatives of any government, governmental agency, or political party or a candidate for political office, and that you will not be involved in the decision-making process associated with any award that may be made in response to any bid by us. You also represent and warrant that you will keep complete and accurate records of all payments of any kind made by you from or with respect to commissions, service fees, or other payments received from us, and such records shall be subject to inspection and audit by us and its representatives at any time.
You acknowledge that any products hereunder shall only be used for non-clinical purpose, and shall not be used in clinical diagnosis or other clinical medical use without permission under the Chinese laws and regulations unless we expressly states otherwise in product label or other documents accompanying the product. We hereby reminds you expressly that you shall strictly obey the above-mentioned rules and shall not misuse the products which is out of the purpose of normal scientific research, otherwise, you shall bear all consequences arising therefrom and you shall make the compensation to us if we suffered any loss.
You shall comply with all applicable cybersecurity and data protection laws. You undertake not to transfer to us any data that is prohibited to be disclosed by law. For the personal information you provide to us (including but not limited to business contact information, system operator information, logistics recipient information, etc.), you shall clearly inform the relevant data subject before providing it to us in accordance with the law, and obtain sufficient and necessary authorization from them, so that we can collect, process, store, and provide it to our overseas affiliates (including but not limited to Thermo Fisher Scientific) or service providers for purposes relevant to this contract. For further information about the recipients required to be disclosed by applicable law, please refer to our Thermo Fisher Scientific Privacy Notice at https://www.thermofisher.cn/cn/zh/home/global/privacy-policy.html.
18.1 No Assignment. You may not delegate any duties nor assign any rights or claims hereunder without our prior written consent, and any such attempted delegation or assignment will be void.
18.2 Governing Law. This Agreement and performance under it will be governed by the laws of the People’s Republic of China. Any dispute arising between you and us out of or in relation to this Agreement, including any dispute regarding its breach, termination, validity or interpretation shall be settled by arbitration conducted by Shanghai International Economic and Trade Arbitration Commission (“SHIAC”) in SHANGHAI in accordance with its then application arbitration rules of SHIAC.
18.3 Use Restrictions and Compliance. In the absence of any intended use statement in the Supplementary Terms associated with a product(s), which will control, product(s) are for research and development use only. Products are not for direct administration to humans or animals, and are not intended, labeled or sold for diagnostic or therapeutic use. Products are packaged/re-packaged to the requirement of ISO 9001:2015. However, these products are not manufactured, packaged/re-packaged in accordance with pharmaceutical (21 CFR 210 and 211, ICH Q7/Q10), biologic (21 CFR 600-680), or medical device (21 CFR 820, ISO 13485:2016) quality management system requirements and are not intended to be used as excipients, active pharmaceutical ingredients, or medical devices. Products are not specifically tested during our production, filling, or packaging/re-packaging process to guarantee absence of impurities in our solvents, reagents, catalyst, raw materials, equipment or packaging materials. In case any contract/PO involves the hazardous chemicals as mentioned under the 2015 Hazardous Chemical List of the PRC, You shall conform to the “Regulation on the Safety Administration of Hazardous Chemicals” and “Administrative Measures on Operating Permits for Hazardous Chemicals”. Before the conclusion of the PO/Contract, you shall complete the self-evaluation of our business qualifications for hazardous chemicals and compliance management. In case of any change in your permit or qualifications (including without limitation change in the qualifications, revocation, suspension or non-renewal of the qualifications) which may have material impact on the PO/Contract, you undertake to notify us in writing without delay. we, on our own discretion, upon the prior written notice, is entitled to unilaterally terminate the Contract/PO without incurring any liability towards us. If we suffer any losses so caused, you shall make compensation therefor. In case of any violation of the applicable laws and regulations due to our fault, you shall be solely liable for all the legal liabilities and consequences thus incurred and undertake to indemnify and hold us harmless from any expenses, cost, losses, damages and compensations incurred by any third party’s claim, arbitration or litigation application, governance investigation and administrative fines (this section is applicable when you are a chemical operator or manufacturer registered in the PRC). In addition to the restrictions set out in this Section and in Section 11 of these Terms: (a) you must use our products in accordance with our instructions; (b) you must obtain all necessary approvals and permissions you may need; (c)you must comply with all applicable laws, ordinances and regulations, including, but not limited to, environmental laws, controlled substances (as defined by local regulations or laws, as applicable) and (d) it is solely your responsibility to make sure the products are suitable for your particular use.
18.4 Uncontrollable Circumstances. We will not be responsible or liable for failing to perform our obligations under the Agreement to the extent caused by circumstances beyond our reasonable control. In certain situations, we may use our reasonable judgment and apportion products then available for delivery fairly among our customers.
18.5 No Waiver; Invalidity. Our failure to exercise any rights under the Agreement is not a waiver of our rights to damages for your breach of contract and is not a waiver of any subsequent breach. If any provision or part of the Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Agreement. No person other than you or us will have any rights under the Agreement.
18.6 Headings. Headings are for convenience only and shall not be used in the interpretation of these Lab Chemical Terms.
18.7 Confidentiality. You agree to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions (including any gene sequences, oligo types or sequences) received from us as a result of discussions, negotiations and other communications between us in relation to our products or services.
18.8 Notices. Any notice or communication required or permitted under these Lab Chemicals Terms must be in writing and will be deemed received when personally delivered, or 3 business days after being sent by certified mail, postage prepaid, to a party’s specified address.
18.9 Requirement to Reduce to Writing. No waiver, consent, modification, amendment or changes to the terms of the Agreement will be binding unless in writing and signed by both of us. Our failure to object to terms contained in any subsequent communication from you will not be a waiver or modification of our Agreement.
18.10 Severability. Any provision of the Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
18.11 Language. These Lab Chemicals Terms are made in both Chinese and English. Both languages shall have the same effect. Chinese version shall prevail in case of any conflict between the two languages.