Bio Laboratories Pte Ltd
Terms and Conditions of Sales and Purchase
Biolab expressly objects to any different or additional terms in Customer’s purchase/ sales order documentation, unless agreed to in writing by Biolab. Receipt of this acknowledgement, without written objection to any of the terms and conditions referenced herein within seven (7) days of receipt hereof, shall be deemed to be acceptance of all the terms and conditions stated herein. The above conditions shall apply to the fullest extent permitted by the law.
The terms and conditions of sale contained herein shall apply in all quotations and offers to sell and purchase orders accepted by Bio Laboratories Pte Ltd (“Biolab”).
Biolab’s acceptance of any proposal to purchase or purchase order issued by the buyer identified on the older acknowledgement or quotation to which these terms relate (hereinafter, such buyer is referred to as “you”) is expressly made conditional on the terms and conditions of sale as set forth herein, irrespective of whether you accept them in writing, by implication or by acceptance of and payment for the goods sold hereunder. These terms and conditions of sale shall govern the contractual agreement entered into between Biolab and you with respect the goods sold to the exclusion of any terms or conditions of purchase proposed by you.
- Prices. Unless otherwise stared in writing by Biolab, all prices quoted shall be exclusive of transportation, insurance, taxes, customs fees, duties and other charges related thereto, and you shall report and pay any and all such charges and hold Biolab harmless therefrom. Prices quoted relate only to the goods referenced herein and do not include intellectual property, industrial property, or patent rights of any kind.
- Delivery. Delivery terms shall be as set forth in Biolab’s written acceptance of your order. Delivery dates shall be as agreed between Biolab and you, as set forth in Biolab’s written acceptance of your order (‘Agreed Delivery Date’). Agreed Delivery Dates shall be extended appropriately if Biolab is delayed by reason of an event of force majeure. Buyer assumes all risks once shipment leaves our facility unless otherwise stated on the order confirmation. Scheduled deliveries are to be completed within 12 months of PO date.
- Security Agreement. This Agreement shall be considered a security agreement by which you grant to Biolab a security interest in the goods sold pending payment in full. You hereby grant to Biolab a limited power of attorney solely for the purpose of executing a financing statement or other certificate or instrument and filing the same with the appropriate official to perfect Biolab’s security interest. You hereby grant to Biolab a purchase money security interest in the goods delivered to secure the purchase price until Biolab is paid in full.
- Termination or Change. You may not terminate, suspend performance, reschedule or cancel delivery or issue a ‘hold’ order under this Agreement in whole or in part, without Biolab’s prior written consent and upon terms that will compensate Biolab for any loss or damage resulting from such action. Your liability shall include, but not be limited to, the price of product delivered or held for disposition, the price of services already performed, and for process, incurred costs and a reasonable allocation of general and administrative expenses, plus Biolab’s loss of profits. If delivery of the goods referenced is delayed by you, Biolab may invoice you for the goods when Biolab is prepared to ship and you will reimburse Biolab for any storage costs incurred. Order cancellation are subject to 20% cancellation charge on the total PO amount.
- Payment Terms. Unless otherwise indicated on the face of this older acknowledgement, you shall pay the invoiced amount within thirty (30) days from the date of by Biolab’s invoice. Biolab may exercise an option to assess an interest charge of 1% per month for all overdue amounts. Unless otherwise agreed, prices shall be quoted and invoices shall be paid in Singapore Dollar.
- Service Charge. A service charge in the maximum amount allowable by state law will be charged on invoices 30 days or more over due. By accepting the products, you agree to pay the amount charged for products and in event of default, agree to pay all collection, court costs, and reasonable attorney’s fees in connection with any litigation involving this account. All accounts are payable to the address printed.
- Taxes. Any tax or related charge that Biolab shall be required to pay to or collect for any government in connection with this Agreement, in including, without limitation VAT, sales tax or use tax (though excluding tax incurred based on the net income of Biolab) will be billed to you and paid by you.
- Product Warranty. Biolab warrants to you only that the goods referenced herein are free of defects in material and when delivered to you will conform to specifications published by manufacturer. The foregoing warranty is valid for a period of 3 months for consumables and parts and 12 months for equipment from the date of delivery. In the event that any goods shipped by Biolab delivers any non-conforming goods Biolab will, at its option, repair the non-conforming goods, provide a free replacement, or grant you an appropriate credit. Either of these alternatives shall be your sole and exclusive remedy in the event of delivery of non-conforming goods and Biolab shall not be liable to you or any other party for any other damages, whether directly or indirectly incurred. The warranty and remedies provided in this paragraph shall apply to the exclusion of any other warranties (express or implied, including the warranties of merchantability and fitness for a particular purpose) or remedies that might otherwise be available under applicable law. No warranty or representation or guaranty is made by Biolab as a result of the delivery of any sample, prototype, product information sheet, sale or marketing material, custom, trade practice, or statement by a representative of Biolab.
- Limitation of Liability. Products sold are intended to use in a laboratory only. Data on products in the catalog is correct and reliable to the best of our knowledge. Under no circumstances will Biolab be liable for any consequential damages arising from the use or misuse of the product sold. In no event will Biolab be liable to you or any other party, under any circumstances. for any special, consequential, indirect or punitive damages such as loss of capital, loss of use, substitute performance, loss of production, loss of profits, loss of business opportunity, or any other claims for damages, even if such losses or damages are reasonably foreseeable. Any liability incurred is limited exclusively to the replacement of defective products.
- Intellectual Property. With respect to intellectual property and industrial property matters, Biolab’s sole and exclusive liabilities is to indemnify you only against valid claims based upon infringement of validly issued U. S. patents and then only with respect to goods comprising Biolab’s regularly established line of products and only in the form in which sold by Biolab. Biolab’s sole obligation under this indemnification shall be the assumption of the defense of any such suit brought against you. Biolab shall be given exclusive control of the defense of such claim, including settlement. If Biolab Is found by a court of competent jurisdiction to have violated a third party’s intellectual property rights, Biolab’s total liability hereunder shall be limited to its out-of-pocket costs up to, but not exceeding, the amount paid by you as, the purchase price for the goods sold hereunder.
- Export Control. You acknowledge that the goods sold by Biolab are subject to export control law and regulations of the Singapore. Biolab will have no obligation to sell or deliver goods until you have obtained all required export authorizations, if required. You agree that you will not use, distribute, transfer or transmit the goods except in compliance with Singapore laws and regulations and the laws and regulations of any other jurisdiction.
- Government Subcontract. If this contract is a subcontract under a Singapore government prime contract. Biolab accepts only those terms and conditions that are required to be included in subcontracts entered into by you with respect to such Singapore government prime contract and no others. Biolab accepts no terms or conditions with respect to adjustment of price, patent warranty or licenses, warranty, limitation of your liability, or special tooling except as appear herein or where the subject of a separate letter agreement that has been duly executed by an authorized officer of Biolab.
- Choice of Law. These terms and transactions contemplated hereunder shall be governed by the laws of the Singapore, without regard to its conflicts of laws principles.