|BASIS OF SALE
- Any offer by C&M Biolabs to sell products is expressly based on Buyer’s acceptance of these Terms and Conditions. No offer of Products
from C&M Biolabs is applied to Buyer if any Terms and Conditions are rejected by Buyer.
- An order placed by Buyer, with or without a quotation, shall constitute an offer made to C&M Biolabs, which is subject to these Terms
- Any error or omission in any document including quotation, catalog, invoice and other information concerning the orders from C&M
Biolabs shall be subject to correction by C&M Biolabs without liability to C&M Biolabs.
- A quotation and/or a purchase order take precedence over these Terms and Conditions when a conflict occurs. In the event of a conflict,
a written contract may be signed by both C&M Biolabs and Buyer to form a final solution.
- C&M Biolabs accepts purchase orders as contracts. An offer of the Products is made upon Buyer’s sending a purchase order to C&M
- Buyer shall place any order carefully with catalog numbers and descriptions of the Products. It is Buyer’s responsibility for the
accuracy of all orders placed. In the event of a discrepancy between a catalog number and its product description, C&M Biolabs shall
take the catalog number to specify the order.
- Buyer shall be responsive for all confirmation orders to ensure the correctness of an order and avoid its duplication.
- All orders are subject to acceptance by C&M Biolabs and availability of the Products.
- C&M Biolabs reserves the right to make changes of the description and specification of Products ordered which do not materially affect
the product quality or performance.
- If C&M Biolabs has not specifically agreed otherwise in writing, the price of products shall be the list price as shown online on C&M
Biolabs’ website that applies on the date of order.
- The price does not include Value Added Tax (VAT) and all other similar sales taxes, fees or charges, as applicable. It is the responsibility
of Buyer to pay any such tax, fees or charges. If C&M Biolabs is required to pay them, Buyer shall reimburse C&M Biolabs or, at the time
of order, Buyer shall provide C&M Biolabs with an exemption certificate acceptable to the relevant taxing authorities.
- C&M Biolabs reserves the right to charge a fuel surcharge, delivery, packaging and/or handling charge on all orders.
- If Buyer is tax-exempt, Buyer shall provide to C&M Biolabs a tax-exemption certificate from time to time upon request by C&M Biolabs.
- For all orders, payment terms are net 30 days from the date of invoice. No change may be made against the amount of payment due.
- The time for payment shall be of the essence for all contracts for the Products. If Buyer does not make payment, all costs in recovering
overdue debts will be payable to Buyer.
- C&M Biolabs reserves the right to suspend delivery or cancel the order, reject future orders and charge for late payment (at the rate of
up to 1% per month or 12% per year) until payment is confirmed by Buyer.
DELIVERY AND RETURNS
- All sales of the Products are FOB Shipping Point if C&M Biolabs has not agreed to otherwise in writing. Buyer shall acknowledge that
the Products are subject to US export control laws and regulations.
- C&M Biolabs reserves the right to make delivery of Products in installments.
- Products delivered will not be accepted for return without an authorization from C&M Biolabs. Authorization for all product returns is
approved by C&M Biolabs Customer Center and an authorization number is issued for an event of returning.
- Any return is only accepted by contacting C&M Biolabs via email or phone within 10 days from the day the product is received.
- C&M Biolabs will provide instructions for returning products and on replacements of Products if Buyer is willing to return Products
because damage or defectiveness on delivery, any shortages or delivery errors.
- C&M Biolabs reserves the right to decide the repay way for any return, to deliver a replacement of Product, to issue a product credit or
to refund for the Product. A product credit issued will be valid to purchase the Products in C&M Biolabs within six months from the date
of its issuance.
WARRANTIES AND LIMITED LIABILITIES
- All Products are warranted to conform or exceed the specifications stated in the Product sheet accompanying the Products. The
specification of such Product is posted on C&M Biolabs’ website at the time of sale.
- THE WARRANTIES IN THESE TERMS AND CONDITIONS ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A
PARTICULAR PURPOSE, SAID WARRANTIES BEING EXPRESSLY DISCLAIMED.
- Buyer agrees that its sole and exclusive remedy against C&M Biolabs shall be limited to the repair and replacement of Products or parts
of Products, provided C&M Biolabs is promptly notified in writing, prior to the expiration of the warranty period specified above, of any
defect. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as C&M Biolabs is willing and able to
repair or replace the Products or parts of Products; in any event, C&M Biolabs’ liability for any damages due Buyer shall be limited to
the purchase price of the Products. THIS PARAGRAPH STATES BUYER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY.
- Warranty claims must be made within 30 days after Buyer discovers that the Products do not conform. The statute of limitations
applicable to all claims arising under these Terms and Conditions shall be one (1) year from the date the claim accrues. THE MAXIMUM
LIABILITY, IF ANY, OF C&M BIOLABS FOR ALL DIRECT DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND
DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM C&M BIOLAS’ BREACH OF THESE TERMS AND
CONDITIONS, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE GOODS, OR ANY
SERVICES IN CONNECTION WITH THE GOODS, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PRICE OF THE GOODS. IN NO
EVENT SHALL C&M BIOLABS BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING
WITHOUT LIMITATION LOST REVENUES AND PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IS BUYER'S EXCLUSIVE ALTERNATIVE REMEDY IN THE
EVENT THAT ANY OTHER CONTRACTUAL REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- All technical assistance and information regarding the Products from C&M Biolabs will be provided gratis to Buyer for informational
purposes only. C&M Biolabs do not warrant that all technical information has been determined in C&M Biolabs.
- Dates and times of product delivery to Buyer are estimates only. C&M Biolabs shall not be liable for any losses, expenses, claims or
damages caused by late delivery.
HAZARDS AND TOXICITY
- All Products offered by C&M Biolabs are specified for use by qualified professionals who are trained in good laboratory procedures and
are familiar with their potential hazards.
- Buyer shall strictly follow the governmental regulations regarding safety control in use the Products. The Products contain chemicals
which may be harmful if misused. Due care should be exercised with all Products to prevent direct human contact.
PRODUCT USE RESTRICTIONS AND LIMITATIONS
- All Products are designed for RESEARCH USE ONLY, AND NOT FOR HUMAN OR ANIMAL THERAPEUTIC OR DIAGNOSTIC USE.
- Buyer shall take its sole responsibility to make decision of the Products for its particular use and to perform any research with the
Products as potential hazards following all governmental requirements.
- Unless otherwise agreed in writing, purchase of the Products only conveys to Buyer the limited, non-transferable right to use the
Products for research purposes only in compliance with the applicable intended use statement, limited use statement or limited label
license, if any, on C&M Biolabs’ website or on the label or other associated documentation. No right to resell the Products or any
components of the Products is conveyed to Buyer unless agreed otherwise.
- C&M Biolabs reserves all copyrights of contents posted on C&M Biolabs’ website unless stated otherwise. No right to copy, display,
download, distribute, modify, reproduce, republish or retransmit any information contained on the website is conveyed to Buyer unless
- C&M Biolabs reserves all rights of the trademarks and service marks.
- Product claims are subject to change with time. Current information of product claims is contained on C&M Biolabs’ website.
To the extent allowed by applicable law, Buyer shall indemnify and hold harmless C&M Biolabs, its associates and affiliates from and
against any claim, loss, damage, expense, judgments or other liability arising from any Products of C&M Biolabs in whole or in part
purchased and used by Buyer.
- C&M Biolabs does not be responsible or liable for failure from obligations under these Terms and Conditions beyond its reasonable
- Exercise of any option or failure to exercise any rights by C&M Biolabs shall not constitute a waiver of its rights to damages for breach of
contract. No waiver of a breach of contract by C&M Biolabs shall constitute a waiver of any other or subsequent breach.
- Notices shall be served by post on the registered offices of the parties or principal place of business.
- If any provision or part of these Terms and Conditions is held invalid or unenforceable, the validity or enforceability of the other
provisions shall not be affected.
- Contract under these Terms and Conditions is governed by and construed in accordance with the laws of the State of California, USA
without regard to conflicts of law provisions. In the event of any litigation between the parties hereto concerning any matters related to
these Terms and Conditions, the parties agree that the only forum in which such litigation may be filed and adjudicated is in the courts
of the State of California, USA. In the event of any litigation between the parties hereto concerning any matters related to these Terms
and Conditions, the parties agree that the substantive and procedural laws of the State of California shall apply without regard to
California's choice of law provisions.
- These Terms and Conditions are subject to change with time. Any of such changes shall not apply to any orders before the changes are