DEFINITIONS
NovoPro: NovoPro Bioscience Inc., registered in Shanghai, China and its affiliated companies.
Customer: any person or organization purchasing Products or Services from NovoPro.
Order: the Customer’s order for Products as set out on the relevant NovoPro order form (either online or otherwise).
Product: NovoPro branded products or products distributed by NovoPro on behalf of NovoPro's suppliers and available through NovoPro’s catalog.
Service: NovoPro branded services or services distributed by NovoPro on behalf of NovoPro's suppliers and available through NovoPro’s catalog.
Internal Research Purposes: in vitro use of Product by a party, its employees, and/or its agents as an end user in connection with its own internal research, development or educational use and expressly excludes use for Commercial Purposes.
Commercial Purposes: use for any commercial purpose of any kind, including without limitation: for any therapeutic, diagnostic, prophylactic or in vivo purpose; for resale or transfer in any form (including as part of a kit) to a third party; for analysis or reverse engineering of the Product; for manufacturing; for the provision of services to third parties.
BASIS OF CONTRACT AND ORDER ACCEPTANCE
1. The Order constitutes an offer by the Customer to purchase the Products in accordance with these Terms and Conditions.
2. These Terms and Conditions apply to the exclusion of any other terms which the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing unless otherwise agreed with NovoPro in writing. NovoPro may amend these Terms and Conditions from time to time by posting a new version on its website. The Terms and Conditions that will apply to Customer’s Order will be those in place at the time that the Order was submitted to NovoPro.
3. NovoPro shall confirm in writing any Order placed by Customer and such confirmation will set out:
3.1 delivery costs,
3.2 arrangements for delivery,
3.3 expected delivery time, and
3.4 any other information relevant to the Order.
Formal acceptance of the Order will take place when the Products are despatched at which point a contract shall be formed between the parties subject to these Terms and Conditions.
SUPPLY OF PRODUCTS and Services
1. Ordering. The following information is required to process an order:
1.1 A Purchase Order Number (unless paying by credit card);
1.2 Name, phone number and email address or fax number of the purchasing officer - so that NovoPro may confirm details of the order;
1.3 Name, phone number and email address of the researcher in case of query; and
1.4 VAT number, where applicable.
2. Shipping and Delivery. Shipments are made in accordance with NovoPro’s standard commercial practices via a carrier selected by NovoPro, unless otherwise agreed in writing between the parties. Delivery times are approximate but NovoPro will use commercially reasonable efforts to complete delivery as set out on the Order acceptance confirmation.
3. Risk and Title. Risk in Product passes on delivery. Title to Product does not pass until the Product has been paid for in cleared funds.
4. Inspection. Packaging and Product should be inspected immediately upon receipt. Notification of damage, shortages or defects should be communicated to NovoPro immediately by e-mail or fax.
5. Return and Replacement Policy. For Products purchased directly from NovoPro and its authorized distributors if the Product does not perform as described on the datasheet associated with the Product, Customer must notify NovoPro within 3 months of delivery providing details of the relevant protocol used. NovoPro will then examine details of Customer’s protocol to determine whether the problem is protocol related or Product related. For protocol-related problems, NovoPro experts will provide reasonable independent advice. For Product-related problems, a replacement or refund will be offered as Customer’s sole remedy.
6. Incorrect orders.
6.1 NovoPro may at its discretion, accept the return of any Product ordered incorrectly, subject to a 20% restocking charge on the items plus any shipping, handling and packaging costs. NovoPro will not accept returns of Products ordered incorrectly which have special shipping requirements including those shipped on dry ice and those hazardous for transport, any custom Products (including custom modified Products, custom formulations, and custom pack size).
6.2 In the event of an incorrect Product being delivered, Customer must contact NovoPro immediately and store Products at 4°C in its original packaging and await further instruction. Customer must not attempt to return the Product to NovoPro before prior authorization has been received. For Products which have special shipping requirements including those shipped on dry ice, Customer must store as indicated on the applicable datasheet pending receipt of further instructions from NovoPro.
PRICE AND TAX
Prices do not include freight and packing, VAT (or other applicable sales tax) or import duties where these are applicable. Price and other information provided is subject to change without notice, and prices may be changed up to the time of despatch. If prices change between the time of receipt of an Order and despatch, NovoPro will contact Customer in advance.
INVOICING AND PAYMENT
1. Invoices should be paid no later than 45 days after the invoice date, and Customers must themselves pay any bank charges that are incurred in making the payment. Full payment instructions will be set out on the invoice. At any time and without notice, past due amounts under any invoice may be offset by NovoPro against overpayments, credits or any other amounts due to the customer from NovoPro. NovoPro reserves the right to charge interest on any overdue payments.
2. NovoPro accepts credit card, cheque, bank and wire transfer as methods of payment, for further details please email support@novoprolabs.com
LIMITED LICENCE AND USE LIMITATIONS
1. All intellectual property rights relating to Products are solely and exclusively owned by NovoPro. In respect of Products Customer purchases from NovoPro or NovoPro's authorized distributors, NovoPro grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license under such intellectual property, to use such Product for Customer’s own Internal Research Purposes only.
2. NovoPro grants no other license under such intellectual property rights to Customer in respect of Products purchased by it and in particular grants no license to Customer to use any Product for any Commercial Purposes and sale of Product to Customer by NovoPro or NovoPro's authorized distributors are expressly conditional upon Customer’s agreement and undertaking, which Customer gives upon placing an order for Product not to use Product for any purpose other than its own Internal Research Purposes. If Customer wishes to use an NovoPro Product for any purpose other than its own Internal Research Purposes Customer will require an additional license from NovoPro, for which Customer must contact support@novoprolabs.com
LIMITATION OF LIABILITY AND EXCLUSIONS
1. NovoPro shall not be liable for failure to perform any of its obligations resulting from circumstances beyond its reasonable control. NovoPro will notify Customers as soon as practically possible after it becomes aware of deficiencies in any Product supplied. Any claim relating to Product shall be limited to replacement or refund of original purchase price paid.
2. NovoPro will not be liable for any professional advice it may offer in relation to the use of Products nor any claims or applications not listed in the literature or any use other than Customer’s own Internal Research Purposes or the misuse of Products which will include using the Products for diagnostic, therapeutic or in vivo use in human subjects. NovoPro cannot provide a guarantee for all applications for which a specific reagent may be used. Further, information disclosed in NovoPro Product literature should not be considered as a recommendation to use Product in violation of any patents.
3. To the extent permitted by law, except for personal injury or death caused by NovoPro's negligence (for which no limit applies), NovoPro will not be liable (under contract, by negligence or any other way) for any indirect or consequential loss or damage arising out of or in connection with the Products or this these Terms and Conditions even if NovoPro has been advised of the possibility of such damages and NovoPro's total aggregate liability for any loss or damage in respect of product or this agreement will not exceed the amount paid for Product under this order.
4. To the extent permitted by law, except as set out in these terms NovoPro disclaims and excludes all other warranties, conditions, terms, obligations and liabilities in respect of Product provided by NovoPro, express or implied, whether by statute, law, custom, trade usage, course of dealings or otherwise, including without limitation those with respect to merchantability, quality, performance, non-infringement of third party rights or fitness or suitability for a particular purpose.
CONFIDENTIALITY
A party (“Receiving Party”) shall keep in strictest confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party’s obligations under these Terms and Conditions, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were parties to the contract formed pursuant to these Terms and Conditions. The Receiving Party may also disclose such of the Disclosing Party’s confidential information as is required by law, any governmental or regulatory authority or by a court of competent jurisdiction.
GENERAL
1. All customers agree to comply with all Chinese laws and regulations controlling the export of commodities and technical data and that they will be solely responsible for any violation of such by their actions. In particular, it is understood and acknowledged that the transfer of certain commodities and technical data is subject to United States laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the United States Department of Commerce. These laws and regulations, among other things, prohibit or require a license for the export of certain types of technical data to certain specified countries.
2. Contracts formed pursuant to these Terms and Conditions shall in all respects be governed by and interpreted in accordance with Chinese law and the Courts of China shall have exclusive jurisdiction.
3. If any provision of these Terms and Conditions is or becomes invalid or unenforceable, in whole or in part, in any jurisdiction, the validity and enforceability of the other provisions of these Terms and Conditions and its validity and enforceability in any other jurisdiction shall not be affected. Any failure (in whole or in part) to exercise or delay in exercising any right, power or remedy available under these Terms and Conditions or in law will not constitute a waiver of thereof.
4. Nothing in these Terms and Conditions is intended to provide any rights to third parties to enforce any term.
Souce: NovoPro 2015-03-18