These General Terms of Sale (hereinafter referred to as "General Terms") apply to all products and services provided by BiOligo Biotechnology (Shanghai) Co., Ltd. (hereinafter referred to as "Seller") to you (hereinafter referred to as "Buyer") for all products and services.
1. Application and Scope of Terms
1.1 In case of conflict between the General Terms and the content of Purchase Order or any written documents submitted by Buyer, the General Terms shall prevail, except in the case where expressly agreed in writing by Seller; if not agreed in Purchase Order or any written or electronic documents submitted by Buyer, the General Terms shall apply.
1.2 Buyer’s unconditional acceptance of these General Terms shall be deemed to have occurred if Buyer do any of the following: (a) sign the General Terms in writing; (b) purchase products or services under the General Terms; (c) accept shipment or delivery of products or provision of services under these General Terms; (d) make payment for any products or services; or (e) any other act or intention of the Buyer’s acceptance of these General Terms.
2. Order formation, change or cancellation
2.1 An Order is established subject to either: (a) an offer being made by Seller to an unspecified Buyer which is expressly binding and is accepted by Buyer by way of formal or informal act ; or (b) an order being placed (orally or otherwise) by Buyer which is confirmed by Seller by way of formal or informal act or by way of performance of a submitted order.
2.2 Buyer shall not cancel or change any binding order without Seller's written consent, except for orders directed by laws, regulations, relevant government policies, or court rulings in force. The approval of Buyer’s cancellation or variation of an order may be subject to Buyer’s reimbursement of the costs Seller have incurred in fulfilling the order, including but not limited to storage or shipment costs, production costs for non-standard materials, purchase costs for non-returnable materials, cancellation fees charged to Seller by seller’s suppliers, and any other costs resulting from the cancellation of the order. The final amount of reimbursement to be paid by Buyer to Seller shall be subject to the verified expense statement issued by Seller's authorized representative.
3. Packaging
Unless otherwise agreed, Seller shall use packaging methods that are consistent with the characteristics of the products or services according to the nature of the products or services. The product or service should be packaged in robust packaging suitable for long-distance sea, air and land transportation as well as for multiple shipments and have the necessary protection against moisture, shock, rust and other damage. The packaging is not recycled.
4. Delivery and transportation
4.1 Unless otherwise agreed, the time for delivery of the Products or Services shall be determined by an order signed by the Seller and Buyer. The Seller shall not be liable for any late delivery due to factors beyond their reasonable control, including but not limited to: Buyer's actions, embargoes or other governmental actions, laws and regulations affecting Seller's business activities, policies, force majeure, etc.
4.2 Unless otherwise agreed, all Products or Services under the Order shall be delivered by the Seller to the Carrier. Delivery of the products or services by the Seller to the carrier shall be deemed completion of the delivery obligation. Any risk of damage or loss of the products or services during transportation shall be borne by the Buyer. The cost of sending the products or services by the Seller (if required) shall be borne by the Seller. Upon full payment by the Buyer, the ownership of the products or services shall be transferred to the Buyer.
5. Acceptance inspection
5.1 Upon receiving any product or service, the Buyer shall promptly conduct an inspection and acceptance. If the Buyer disagrees with the quantity, specification, model, appearance, or quality of the products or services during the process and identifies obvious defects, the Buyer shall submit a written notification within [5] working days after receiving the products or services. For non-obvious defects, the Buyer shall submit a written notification within [15] working days after receiving the products or services. Failure to raise concerns within this timeframe will deem the Buyer to have accepted the products or services.
5.2 If the Buyer disagrees with the quantity, specification, model, appearance, or quality of the products or services during the acceptance process, they shall document it in writing. The Buyer has the right to request a return or exchange of defective products or services. The Seller commits to completing the return and exchange within [7] working days from the date of receiving the Buyer's product or service return notice."
6. Price
6.1 Unless otherwise agreed between the Buyer and Seller regarding the price of the Products or Services, please refer to the catalog price on the Seller’s official website (www.bioligo.com) for the price of any Products or Services.
6.2 Unless otherwise agreed, the Seller shall have the right to adjust the price immediately if the production cost of the product increases by more than [10] percent due to factors including but not limited to an increase in the price of raw materials, domestic and foreign government policies, laws, and regulations prior to the confirmation of the product or service order.
6.3 Unless otherwise agreed, the prices in the order for the Products or Services are in RMB and include VAT.
7. Payment
7.1 Unless otherwise agreed, the Buyer is obligated to make timely payments to the Seller according to the order. If both parties agree to a payment method before delivery, the Seller reserves the right to delay delivery if the Buyer's payment is late. In such a case, the Seller shall not be held liable for the delay in delivery. If the Buyer fails to make timely payments, they shall be liable to pay the Seller a daily penalty of one thousandth of the total order amount. This penalty does not exempt the Buyer from the obligation to pay the corresponding price and compensate for any resulting losses.
7.2 Unless otherwise agreed, the Seller shall issue corresponding invoices to the Buyer upon receipt of payment for the goods.
8. Buyer guarantees
8.1 The Buyer understands and acknowledges information about products or technical services issued by the Seller, including but not limited to official catalogs, brochures, promotional materials, pictures and texts, meeting minutes, and any other forms of communication mediums of the Company, etc.
8.2 The Buyer has thoroughly read the information about the products or technical services published on the Seller's official website before making a purchase. This includes but is not limited to the physical and chemical properties, description of appearance, technical specifications, packaging, storage conditions, expiration date, usage, safety instructions, product descriptions, and other contents of the products and technical services. The Buyer shall bear any corresponding losses, and the Seller shall not be held responsible for any misunderstandings or errors in the information regarding products or technical services. Such errors or misunderstandings leading to misidentification or incorrect purchase of products or services shall not impose liability on the Seller.
8.3 The Buyer understands and is aware that the Seller may improve or update product and technical service information at any time. The improved or updated information is also considered part of the product or technical service information.
8.4 If the Buyer encounters any relevant problems during or after the purchase of the products, they should consult the Seller's staff in advance. If the problem persists after consultation, the Buyer may contact the Seller's after-sales service personnel or relevant management personnel for further assistance.
8.5 After purchasing the products, the Buyer should refrain from publishing any adverse remarks about the Seller's products or services in any form. Additionally, the Buyer should avoid engaging in any improper behaviors in private that could negatively impact the Seller's company image. Failure to comply may result in the Buyer voluntarily bearing adverse consequences.
8.6 In the event of any dispute arising from the purchase of products, priority should be given to negotiation for settlement and the reasonable protection of rights in accordance with the law.
9. Limitation of Liability Clause
In no event shall Seller be liable for consequential, special, indirect, incidental or punitive damages, costs, expenses or losses (including, but not limited to, lost profits and opportunity costs). The parties agree that Seller’s liability for any actions, damages, claims, liabilities, costs, expenses or losses arising out of or in connection with the supply of products or services under this contract shall not exceed the total amount paid by Buyer for the products or services purchased under this contract.
10. Disclaimer
Seller shall not be held liable for any of the following:
10.1 Failure to put the product into circulation;
10.2 The defects that cause damage do not exist at the time the product is put into circulation;
10.3 Putting the product into circulation when the level of science and technology is unable to detect the existence of defects;
10.4 The product not being directly causally related to the economic loss incurred by the Buyer;
10.5 Damage occurring due to the Buyer's own reasons, including but not limited to the Buyer's failure to strictly comply with the product's usage rules, Buyer's misunderstanding of the product's performance, use, and usage, and other reasons;
10.6 Any other circumstances for which the Seller is not at fault.
11. Intellectual Property Rights
11.1 Seller will protect, defend, and hold the Buyer or their customers harmless from liability for intellectual property infringement arising from the use of products or services provided by us. However, if there is any intellectual property infringement due to the probe sequence or material provided by the Buyer, it is not covered by our undertaking and shall be borne by the Buyer.
11.2 We or our Affiliates are the owner of certain proprietary brand names, trademarks, trade names, logos, and other intellectual property rights. Unless otherwise authorized by us in writing, the Buyer shall not use our or our Affiliates' brand names, trademarks, trade names, logos, and other intellectual property rights. Furthermore, the Buyer shall not adopt, use, or register any brand names, trademarks, trade names, logos, and other intellectual property rights similar to ours or our Affiliates' to an extent that may cause confusion, uncertainty, or in any way damage or infringe upon our or our Affiliates' brand names, trademarks, trade names, logos, and other intellectual property rights.
12. modification and severability
12.1 Except as otherwise agreed in these General Terms, any changes, amendments, additions, or deletions to these General Terms shall be valid only if agreed upon in writing by both parties to the contract.
12.2 If any provision of these General Terms is invalid or partially invalid, it shall not affect the validity of the other provisions of the General Terms, and both parties shall comply with the other provisions of the General Terms.
13. Application of the law
13.1 The interpretation and application of these General Terms shall be governed by the laws and regulations of China.
13.2 If any dispute arises during the performance of the contract or purchase order by either party, either party shall have the right to seek resolution in the People's Court located at the Seller's location in order to safeguard their legitimate interests.
