Acceptance - ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON CUSTOMER'S ASSENT THERETO. IN RELATION TO ITS SUBJECT MATTER, THE TERMS AND CONDITIONS HEREIN REPRESENT THE ENTIRE UNDERSTANDING OF THE PARTIES AND SUPERSEDE ANY PREVIOUS AGREEMENT (ORAL OR OTHERWISE). THE TERMS AND CONDITIONS CONTAINED HEREIN WILL BE CONTROLLING, AND ANY ADDITIONAL AND/OR INCONSISTENT TERMS AND CONDITIONS SET FORTH IN ANY ACKNOWLEDGMENT, PURCHASE ORDER, OR ACCEPTANCE DOCUMENTS REQUESTED FROM AND/OR PROVIDED BY CUSTOMER ARE EXPRESSLY REJECTED. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON VWR UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF VWR SIGNAPORE PTE, LTD. ("VWR"). NO EMPLOYEE OR AGENT OF VWR IS AUTHORIZED TO GIVE ANY ADVICE OR MAKE ANY REPRESENTATIONS CONCERNING THE VWR PRODUCTS AND SERVICES UNLESS CONFIRMED BY VWR IN WRITING.
Specifications – Product specifications are subject to change without prior notice.
Delivery – Delivery of all local delivery orders will be FCA (INCOTERMS 2010) and delivery of all other orders will be EXW (INCOTERMS 2010).Shipping and handling fees, export, import and customs fees, special packaging materials (e.g., blue ice), carrier surcharges (including fuel surcharges) and hazardous material fees imposed by government regulation shall be borne by Customer, and where carried out or paid for by VWR, shall be charged separately in VWR’s invoice.
Damaged Shipments - Please inspect your VWR shipment upon receipt. If any external damage is noticed, accept the shipment only after the driver has noted the damage on both his and your copies of the delivery receipt and you have requested an inspection by the carrier.Keep all containers and packing material for inspection. If, upon opening a shipment, you find a shortage or damage, you must request inspection by the carrier within 48 hours of delivery or you will relinquish your right to make a claim. VWR reserves the right to repair a damaged product, where applicable, before replacement or credit is determined.
Payment Terms - Individual invoices, net thirty (30) days from date of invoice; summary invoices, if any, will be due as agreed. Payments are to be made in the currency stated in the invoice, including applicable taxes, and other charges such as government imposed surcharges which VWR may be required to pay or collect with respect to the sale or transportation of the Products, or the provision of Services. Payment is considered late when it is received by VWR (in VWR mail box or designated bank accounts) after the due date, which may result in an additional service charges as described further in this section. Delinquent accounts will be subject to a service charge on past due amounts of one and one-half percent (1 1/2%) per month (or, if less, the maximum amount permitted by law). VWR recommends payments be made by bank transfer to ensure timely receipt by VWR. Payment by credit card may only be used as a prepayment method when placing orders or for past due collections. When a credit card is used to pay monies to satisfy a past due account, Customer will be charged an additional processing fee of 2.5% on the amount charged to the credit card at time of processing.
Customer will provide VWR, concurrent with each payment, with remittance information in sufficient detail (to the invoice level or line level as the case may be) to allow VWR to properly apply payments or credit memos to outstanding receivable(s) on VWR's accounts receivable sub-ledger for Customer. Customer shall also include its account number with any remittance. Failure to supply VWR with such remittance detail will result in additional processing delays and may affect the credit status of pending or future Customer purchase orders. When Customer wishes to apply one or more credit memos towards a payment amount owed VWR, Customer agrees to provide VWR, on a timely basis, the specific credit memo number(s) and amount(s) to be applied, in addition to the remittance information requirements above. If Customer does not provide such information on a timely basis, VWR shall apply any such credit memos to outstanding receivables, beginning with the most-aged receivables first.
Customer agrees to complete, sign and submit a standard VWR credit application to VWR Credit Control Department. Customer will provide, or make available to VWR upon request, its latest audited financial statements (or unaudited financial statements, if audits are not performed). VWR agrees to keep such information confidential and to use it exclusively to evaluate and apply a credit score or rating to Customer for extension of credit purposes or pending transactions. Furthermore, Customer agrees to inform VWR of any material adverse change in its business that would reasonably be expected (by an independent 3rd party) to negatively impact its outstanding or future payment obligations and the terms or conditions contained herein. A change shall include, but not be limited to, any change in Customer's credit rating as determined by any single major rating agency, including Standard & Poor's, Moody's, Fitch or Dominion Bond Rating Service.
Sales Tax - Sales taxes where applicable (local, state or federal) will be added to the invoice price. If you are exempt from sales taxes, please be sure to provide the proper documentation at the time of ordering.
Product Return Policy
(a) Subject to Section 8, all returns must be authorized by VWR in order to ensure proper credit and must be requested within 20 days of purchase. NOTE: All returns are subject to a minimum 15% restocking charge and any cancellations may be subject to a cancellation fee. For returns not due to VWR error, Customer is responsible for all transportation fees and original packaging related to the returned Product.To ensure proper credit, each Product return must include the following information:
Customer Name and Address
Purchase Order Number
VWR Shipping Order Number
Date of Invoice
Catalog Number of Returned Item(s)
VWR Return Authorization Number
Reason for Return
(b) Products not authorized for return include:
Products not in completely resaleable condition (including Products with damaged, missing or defaced labeling or packaging)
Chemicals, reagents, diagnostics, sterile or any controlled products (unless products do not meet specification)
Laboratory apparatus or instruments that have been used or are without the original packaging, labeling and operating manuals.
Refrigerated products or other perishables
Products purchased on a Special Order Basis
Products not purchased from VWR
Products with an expired shelf life or an expiration date too short for resale
(c) Each return shipment of hazardous materials must be packed and labeled in accordance with DOT regulations applying to transportation of hazardous materials. Shipping documents must also meet DOT regulations. When necessary, Customer shall include with each return shipment of equipment, a certification from an authorized representative of the company that the equipment was properly decontaminated in accordance with current regulations and other recommended guidelines. The product should be shipped to the indicated service center and the transportation charges prepaid. To ensure prompt handling, the return authorization number should be placed on the outside of the package.
Product and Service Warranties and Limitation of Liability
(a) VWR warrants to the original Customer and not third parties who purchase such Products and Services from Customer only that:
All software programs are warranted in accordance with the software vendor's license agreement;
all Products, branded and private label, will meet the manufacturer's specifications for a term equal to the warranty period stated in the Product manufacturer's literature or sixty (60) days, whichever is longer; and
Services provided, if any, will be of the kind and quality designated and will be performed by qualified personnel.
(b) THE ABOVE-MENTIONED WARRANTIES IN CLAUSE 8(A) ABOVE ARE GIVEN AND ACCEPTED IN SUBSTITUTION FOR, AND VWR HEREBY DISCLAIMS ALL OTHER WARRANTIES OR GUARANTEES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT YOU DO NOT RELY ON AND WAIVE ANY CLAIM FOR BREACH RELATING TO ANY ADVICE, RESPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET OUT HEREIN. IN PARTICULAR, WITHOUT LIMITING THE ABOVE, YOU ACKNOWLEDGE THAT THE PRODUCTS ARE NOT CUSTOMIZED FOR YOUR SPECIFIC USE OR ORDER AND VWR CANNOT AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE PRODUCTS ARE FIT FOR ANY PARTICULAR PURPOSE, EVEN WHERE SUCH PURPOSE WAS MADE KNOWN TO VWR, AND YOU ACKNOWLEDGE THAT YOU DO NOT RELY ON ANY SUCH REPRESENTATION OR WARRANTY.
(c) The liability of VWR under this limited warranty does not extend to any Products which are abused, altered or misused by the Customer or any other persons or entities or which become defective or non-conforming through the actions or inaction of the Customer or any other persons or entities. A defective or non-conforming Product is defined only as a Product which is outside of the manufacturer's defined Product specifications, and shall not include Products that fail to meet any fitness of use by Customer or any unique Customer operating conditions or applications.
(d) If any Product or Service warranted hereunder proves defective or non-conforming, VWR's sole liability and Customer's sole remedy hereunder shall be for VWR, to repair or, at VWR's option, (i) replace (or re-perform the Service), at no cost to Customer, any such defective or non-conforming Product with a non-defective or conforming Product (as applicable) or (ii) credit Customer's account for all amounts paid with respect to the defective or non-conforming Product or Service upon VWR's receipt of the defective or non-conforming Product. In the event of replacement, the replacement Product will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer.
(e) If a Product should require service, contact the VWR office nearest your location for instruction (for a complete list of offices, see your VWR catalog). When the return of the Product is necessary, a return authorization number will be assigned and the Product shipped, transportation charges prepaid, to the indicated service center. To insure prompt handling, the return authorization number should be placed on the outside of the package and a detailed explanation of the defect enclosed with the Product.
(f) IN NO EVENT SHALL VWR HAVE ANY OBLIGATION OR LIABILITY FOR ANY EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, USE OR GOODWILL), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE TOTAL LIABILITY OF VWR (INCLUDING ITS SUBCONTRACTORS AND AGENTS), IF ANY, FOR DAMAGES RELATING TO ANY PRODUCTS SOLD UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PRICE PAID FOR SUCH PRODUCT(S) AND THE TOTAL LIABILITY OF VWR (INCLUDING ITS SUBCONTRACTORS AND AGENTS), IF ANY, FOR DAMAGES RELATING TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID FOR THE SERVICE GIVING RISE TO SUCH CLAIM.
Export Controls/Anticorruption - Products purchased or received under this Agreement are subject to export control laws, restrictions, regulations and orders of the Singapore. Customer agrees to comply with all applicable export laws, restrictions and regulations of the Singapore or foreign agencies or authorities, and shall not export, or transfer for the purpose of re-export, any Product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such Singapore or foreign law or regulation. Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the Products or services hereunder. Customer shall be responsible to obtain any license to export, re-export or import as may be required.
Customer represents and warrants that: (a) it is familiar with and understands the terms of the U.S. Foreign Corrupt Practices Act of 1977, as amended (“U.S. FCPA”), and that Customer will comply with the U.S. FCPA and all other applicable anti-bribery or anti-corruption laws or regulations of any other country or jurisdiction which are applicable to the parties’ business activities hereunder; (b) no principal, partner, officer, director or employee of Customer is or will become an official of any governmental body of any country or jurisdiction (other than the U.S.) that is applicable to the parties’ business activities hereunder; and (c) Customer has not and shall not offer, pay, give, or promise to pay or give, directly or indirectly (including through a third party or intermediary) any payment or gift of any money or thing of value to any government official, government employee (or employee of any company owned in part by a government), political party, political party official, or candidate for any government or political office (each, a “Government Official”) to influence any acts or decisions of such Government Official or to induce such official to use his or her influence with the local government to effect or influence the decision of such government in order to assist either VWR or Customer in its performance of their obligations under this Agreement or to benefit the other party. Failure by Customer to comply with this section shall be deemed a material breach of a material provision of this Agreement and VWR will have the right to immediately terminate this Agreement and its performance without any liability to Customer.
Proprietary Information – Each party (a "Recipient") shall maintain in confidence, not disclose to any third party, and not use, except for the specific purpose of performing under this Agreement, all proprietary information furnished to it by the other party (a "Discloser") or any Discloser Affiliate in connection with this Agreement, or derived from the Discloser or any Discloser Affiliate in performance of this Agreement, and shall return to the Discloser or a Discloser Affiliate, upon request, all copies (then in Recipient's possession) of documents and other tangible media furnished by or derived from Discloser or such Discloser Affiliate, respectively, in connection with the performance of this Agreement. The Recipient shall inform its employees, agents, and representatives of these obligations and shall require them to assume equivalent obligations.
(a) Termination - This Agreement may be terminated by either party for convenience at any time upon reasonable written notice delivered to the other party. In the event of any termination or expiration of this Agreement, Customer shall be billed immediately for Products shipped through the effective date of such termination or expiration and all custom Products purchased for Customer in VWR's inventories at such date, and Customer shall pay the invoiced amount immediately upon receipt of such invoice.
(b) Force Majeure - In the event either party is prevented in whole or in material part from performing its obligations under this Agreement solely as a result of force majeure, upon the prompt giving of notice to the other party detailing such force majeure event and its anticipated duration, the obligations of the party so prevented shall be excused during such period of delay, and such party shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible.
(c) Merger, Modification, Waiver - No amendment, modification or waiver of these terms shall be binding on either party unless reduced to writing and signed by an authorized officer of the party to be bound, and in the case of a waiver, shall be effective only in the specific instance and for the specific purpose for which given, and shall not be construed as a waiver of any subsequent breach. The failure of either party to enforce at any time or for any period of time any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision. No course of dealing, usage of trade or course of performance shall supplement, explain or amend any term, condition or instruction of this Agreement or any shipment of Products hereunder.
(d) Applicable Law and Jurisdiction - This Agreement is made pursuant to, and shall be construed and enforced exclusively in accordance with, the laws of Singapore, without giving effect to otherwise applicable principles of conflicts of law. The parties shall submit to the exclusive jurisdiction of the courts of Singapore. The United Nations Convention on Contracts for International Sales of Goods expressly shall not apply.
(e) Authority to Enter Into Agreement – Each party represents and warrants that it is authorized to enter into this Agreement and that in so doing it is not in violation of the terms or conditions of any contract or other agreement to which it may be a party.
(f) Assignment - This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and designees; provided, however, neither party shall have the right to transfer, assign or delegate its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other party (except that either party may assign this Agreement to a parent, subsidiary or successor corporation without such consent).
(g) Nature of Relationship - Neither party, its employees or permitted subcontractors or agents shall, under any circumstances, be considered to be an agent, partner, joint venture or representative of the other party.
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