These General Terms and Conditions of Sale ("Terms") shall govern all orders for and purchases of products and services from Bioneer Corporation or its affiliate ("Bioneer"), unless other terms are specifically designated by Bioneer to apply to a specific product or service, or Bioneer and you have entered into a mutual purchase agreement or other written agreement that expressly provides that its terms supersede and replace these Terms with respect to the products or services covered by the mutual purchase or other agreement.
The price for any product or service (hereinafter collectively "Product") shall be the price stated in Bioneer's quotation to you for the Product or, If Bioneer has not issued a quotation, Bioneer's list price of the Product at the time Bioneer receives your purchase order. The prices shall be subject to change from time to time without notice.
Bioneer may accept or reject any your purchase order for Product in whole or in part. If a purchase order is accepted, Bioneer will use reasonable efforts to ship products or perform services subject to the purchase order within a reasonable time after ordered or if a shipment date is indicated in Bioneer's quotation or otherwise agreed upon in writing by an authorized representative of Bioneer, on or before such date. Unless specified differently in writing, all sales are F.O.B. shipping point. Bioneer may make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice. Unless indicated otherwise in Bioneer's quotation, title and risk of loss with respect to all Products except Products that are software or service, and risk of loss with respect to software, shall pass from Bioneer to you upon transfer of possession of the Product to a common or other third party carrier at Bioneer's facility.
Upon your receipt of products shipped hereunder, you shall inspect the Products and notify Bioneer of any claims for shortages, defects or damages. If you fail to so notify Bioneer within three days after you receive the Products, the Products shall conclusively be deemed to conform to these Conditions and to have been irrevocably accepted by you. Authorization for all Product returns must be approved by Bioneer and a return authorization number given to you prior to the return of Products. Not all Products will be authorized for return, due to temperature and packing requirements. Products authorized for return must arrive at Bioneer's facilities in a state satisfactory for resale to be eligible for product credit. A restocking charge of 25% shall be charged on returns that are not the result of any error of fault of Bioneer's. Shipping charges will not be credited. Products may not be returned for credit after 20 days after your receipt of the Products.
At Bioneer's discretion, Bioneer may issue a product credit or refund for the product value and shipping charges. No product credit shall be available for use if a past due balance is outstanding on the account. Any product credit not used within six months of the date of issue shall expire.
Unless otherwise specified in a written quotation Bioneer provide to you or written contract between the parties: Payment terms are net 30 days form date of Bioneer's invoice. If payment is not received by due date, Bioneer may assess and you agree to pay a late payment charge at the rate of 1% per month (12% per year) or the maximum legal rate, whichever is less, of the amount due from the due date to the date of payment.
Any use tax, sales tax, excise tax, duty, inspection or testing fee, or any other tax, fee or charge imposed by any governmental authority, on or measured by the transaction between the parties shall be paid by you in addition to the prices quoted or invoiced. If Bioneer are required to pay any such tax, fee or charge, you shall reimburse Bioneer therefore or provide Bioneer at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
Bioneer warrants to you, its direct customer that its products shall conform substantially to the description of such Products as provided in Bioneer's catalogues and literature accompanying the Products until their respective expiration dates or if no expiration date is provided, for 6 months from the date of your receipt of such Products. This warranty is exclusive and Bioneer make no other warranty, express or implied, including any implied warranty of merchantability and fitness for any particular purpose, and any warranty that the products, or the use of products, manufactured by Bioneer will not infringe the patents of one or more third-parties. This warranty shall not be effective if Bioneer determines, in its sole discretion that you have altered or misused the Products or have failed to use or store them in accordance with instructions furnished by Bioneer. Bioneer's sole and exclusive liability and your exclusive remedy with respect to Products proved to Bioneer's satisfaction (applying analytical methods reasonably selected by Bioneer) to be defective or nonconforming shall be the replacement of such Products free of charge, upon the return of such Products in accordance with Bioneer's instructions, although at its discretion Bioneer may provide a credit or refund in accordance with Section 2 above. In no event shall bioneer be liable unber any legal theory (including but not limited to contract, negligence, strict liability in tort or warranty of any kind) for any indirect, special, incidental, consequential or exemplary damages (including but not limited to lost profits), even if bioneer had EVEN notice of the possibility of such damages. If Bioneer manufacture custom products for you based on instructions, specifications, or other directions you provide to Bioneer, Bioneer shall not be liable for the lack of sufficiency, fitness for purpose or quality of the products to the extent attributable to such instructions, specifications, or other directions. Bioneer shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond our reasonable control.
The Products and the method of making thereof may be protected by patent, copyright, trade secret, and other intellectual property right. No intellectual property rights are granted to you through your purchase of the Products and Services. If any claim is made against Bioneer for infringement of Intellectual Property rights of any third party as a result of (i) the manufacture or sale of Products based upon instructions, specifications, or other directions provided by you or (ii) your use or resale of Products purchased from Bioneer, you shall indemnify Bioneer, defend Bioneer and hold Bioneer harmless from and against any and all losses, damages and expenses (including reasonable attorneys' fees and other costs of defending any action) that Bioneer may incur as a result thereof. You shall fully cooperate with Bioneer in any investigation relating to any such claims and make available to Bioneer all related statements, reports and tests available to you.
Except as otherwise agreed in writing by Bioneer's authorized representative, the purchase of Products only conveys to you purchasing the product directly from Bioneer the non-transferable right for only you to use the quantity of Products and components of Products purchased in compliance with the applicable intended use statement, limited use statement or limited label license, if any, in Bioneer's catalogues or on the label or other documentation accompanying the Products. Unless otherwise authorized, no right to resell the Products, or any portion of them, is conveyed hereunder. Unless otherwise expressly indicated in Bioneer's catalogues or on the label or other documentation accompanying the Products, the Products are intended for research use only and are not to be used for any other purposes including, but not limited to, unauthorized commercial purposes, in vitro diagnostic purposes, ex vivo or in vivo therapeutic purposes, investigational use, in foods, drugs, devices or cosmetics of any kind, or for consumption by or use in connection with or administration or application to humans or animals. You acknowledge that the Products have not been tested by or for Bioneer for safety or efficacy, unless expressly stated in its catalogues or on the label or other documentation accompanying the Products. Without limiting the foregoing restrictions, you warrant to Bioneer that should you use or sell the Products for any use other than research, you shall conduct all necessary tests, comply with all applicable regulatory requirements, issue all appropriate warnings and information to subsequent purchasers and/or users and be responsible for obtaining any required Intellectual Property rights. You has the responsibility to conduct any research necessary to learn the hazards involved for any of your uses of Products purchased from Bioneer and to warn your customers, employees and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products. You agree to comply with instructions for use of the Products furnished by Bioneer, if any, and not to misuse the Products. If the Products purchased from Bioneer are to be repackaged, relabeled or used as starting materials or components of other products, you will verify our assay of the Products, qualify the Products provided by Bioneer for such applications, and comply with all governmental requirements relating to labeling or providing other communications to customers. You acknowledge that products received from Bioneer are subject to Korea export control laws and regulations. You represents and warrants to Bioneer that it will not, directly or indirectly, (1) sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Bioneer to any destination, entity, or person prohibited by the laws or regulations of the United States, or (2) use the product for any use prohibited by the laws or regulations of the United States and/or your local jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
You shall, at its own expense, indemnify Bioneer, defend Bioneer and hold Bioneer harmless from and against any and all losses, damages and expenses (including reasonable attorneys' fees and other costs of defending any action) that Bioneer may incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort, or other theory of law, by you, its officers, agents or employees, its successors and assigns, and its customers, whether direct or indirect , in connection with the use or resale of any Products sold pursuant hereto either as a standalone product or a component part or raw material of another product, or by reason of its breach of or failure to perform any of its obligations hereunder, except to the extent provided in Condition 8.2 above or caused by a breach by Bioneer of the express warranty set forth in Condition 6 herein. You shall notify Bioneer promptly of any incident involving Products sold pursuant hereto resulting in personal injury or damage to property, and you shall fully cooperate with Bioneer in the investigation of such incident and provide Bioneer with all related statements, reports and tests available to you.
Bioneer shall not be liable for any loss or damage resulting from delay in the prosecution or completion of the work caused by labor disputes, floods, fires, riots, thefts, accidents, inability to obtain necessary labor, materials, components, or fuel, acts of Government, or any other cause which is beyond the reasonable control of Bioneer. Bioneer agrees to notify you if any of these events occur, Bioneer shall have the right in the event of the happening of any of the above contingences, to cancel this agreement or any part thereof without any resulting liability.
Bioneer's exercise of any option or failure to exercise any rights hereunder shall not constitute a waiver of its rights to damages for breach of contract and shall not constitute a waiver of any subsequent failure, delay, or breach by you. If any provision of these Terms shall be held to be invalid or unenforceable for any reason, such provisions shall, to the extent of such invalidity or enforceability, be severed without in any way affecting the remainder of such provision or any other provision thereof all of which shall continue in full force and effect. Bioneer may assign its rights and/or obligations under the Contract to any person in whole or in part.