Standard Terms & Conditions
These are the Standard Terms and Conditions (“Terms”) under which brands
in Albcura Corporation sell their products and services (each a “Product”
and collectively, the “Products”). References to “Albcura” are to only the
respective subsidiary of Albcura Corporation from which a party purchasing
Products (“Purchaser”) is purchasing the respective Products and not to Albcura
Corporation or any other affiliate company owned by Albcura Corporation.
A Purchaser will be subject to these Terms regardless of what method is used to submit its offer to purchase Products (“Order”). Some of Albcura’s Products are subject to intellectual property licenses, software licenses, or other contract terms that Purchaser will not find here (“Supplementary Terms”). If such Supplementary Terms exist for the Products being purchased, they will be found in a quotation, order acknowledgment, Product insert, or written agreement that accompanies or is associated with the Products. If Purchaser is uncertain if any Supplementary Terms exist for Products, Purchaser should contact Albcura’s Customer Service. The Order, these Terms, and Supplementary Terms (if any) are sometimes collectively and individually referred to herein as the Agreement (“Agreement”).
Albcura’s acceptance of any Order by Purchaser is expressly conditioned on Purchaser’s agreement to these Terms. Albcura will not be bound by, and specifically objects to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) which is proffered by Purchaser in any order, receipt, acceptance, confirmation, correspondence, or otherwise, unless Albcura specifically agrees to such provision in a written instrument signed by Albcura.
and Sale. Albcura shall sell to Purchaser, and Purchaser shall accept
and pay for, all Products ordered by Purchaser pursuant to an Order that
has been accepted by Albcura. All Orders are subject to acceptance by Albcura
either in writing or by shipping Products. Albcura may accept any Order in
whole or in part.
Purchaser acknowledges that any software programs included in the Products (the “Software”) are licensed to Purchaser under the terms and conditions of the click-through license agreement provided with the Software and that title to the Software (or any copies thereof) is not transferred to Purchaser. As used herein, the term “sale” or “sold” in connection with the Software means sale of a license to use the Software.
- Transfer Prohibited. In the absence of an express written agreement to the contrary, (a) the purchase of a Product only conveys the nontransferable right to use the purchased Product in compliance with these Terms and any applicable Supplementary Terms; and (b) all Products are sold by Albcura for the exclusive use of the Purchaser, and Purchaser has no right to resell, transfer, or convey to any other party, in whole or in part, any Products purchased hereunder. Without limiting the foregoing, Purchaser may transfer information or materials made through the use of a Product to a scientific collaborator, provided that such transfer is not for Commercial Purposes (as defined below), and that such collaborator agrees in writing (i) not to transfer such information or materials to any third party, and (ii) to use such transferred information or materials solely for research and not for Commercial Purposes.
Use and Restrictions.
- Unless otherwise expressly stated in writing by Albcura, (i) Purchaser may not use Products for Commercial Purposes; and (ii) all Products are for research use only, and not for human or animal therapeutic or diagnostic use. “Commercial Purposes” means any activity by a party for consideration and may include, but is not limited to: (1) use of Products or their components to provide a service, information, or data; (2) use of the Products or their components for therapeutic, diagnostic or prophylactic purposes or in connection with any Phase III clinical trials, pivotal trials or post registration clinical trials; or (3) resale of the Products or their components, whether or not such Products or their components are resold for use in research.
- Notwithstanding the provisions of Section 4a above, Purchaser hereby acknowledges that Products labelled “GMP” are sold for preclinical or clinical ex vivo use, and not for in vivo use. Purchaser agrees that Purchaser will not use the GMP Product in any procedure wherein the GMP Product may be administered to humans; provided, however, that Purchaser may use the GMP Product for such procedure (i) if Purchaser has obtained an Investigational New Drug (“IND”) exemption from the United States Food and Drug Administration and Purchaser uses the GMP Product only in accordance with the protocols of such IND and of the Institutional Review Board overseeing the proposed research; or (ii) with respect to GMP Product use outside the United States, Purchaser uses the GMP Products in accordance with the protocols of research approved by the Institutional Review Board or authorized ethics committee and regulatory agencies to which the Purchaser is subject in the territory.
- Products are to be used only in accordance with instructions accompanying delivery of the Product. Products are not submitted for regulatory review or validated for clinical, therapeutic or diagnostic use, safety and effectiveness, or any other specific use or application unless expressly stated in writing by Albcura or labelled as such. Purchaser is solely responsible for complying with all applicable laws, regulations and governmental policies when using Albcura Products. Purchaser is solely responsible for obtaining all necessary approvals, permissions and/or licenses or intellectual property rights from applicable third parties as may be required for Purchaser’s research and any other intended uses. It is solely Purchaser’s responsibility to make sure the Products are suitable for Purchaser’s particular use.
- As a material condition to Albcura providing its Products to Purchaser, Purchaser agrees that it shall not, directly or indirectly, attempt to reverse engineer, disassemble, or otherwise perform any compositional, structural, functional or other analyses directed to learning the methodology, components, formulae, processes, make-up, or production of any Product or any portion thereof.
- Order Confirmation and Duplication. By completing and submitting an electronic order form, you are making an offer to purchase goods which, if accepted by us, will result in a binding contract. Please note that products will not be sent (or links to online products) until we have authorization from your payment card issuer. We will not be liable if there is a delay, and we will not accept your order if payment is not authorized. Certain steps must be followed for a contract to be formed, as described below. After you have placed your order:You will receive an email to acknowledge your order. It will confirm which products you have ordered, but it may not constitute an acceptance of your order. You may be directed to a third-party site to complete your order. We do not have to accept your order, and for example, we will not accept your order if:
a. We do not have the products in stock b. your payment is not authorized
c. There is an error on our website regarding the price or other details of the products d. You have canceled your order. We reserve the right to refuse any order.
- Shipment. Albcura will pack the Products for shipment in a commercially reasonable manner and in accordance with the Product Datasheet. All shipments will be FCA (Free Carrier) Albcura’s facility, according to INCOTERMS® 2010 as issued by the International Chamber of Commerce. If Purchaser has not specified a carrier in the Order, Albcura may select the carrier but will not be deemed thereby to assume any liability in connection with the shipment nor will the carrier be construed to be an agent of Albcura. Purchaser shall pay or reimburse Albcura for all transportation, freight, insurance, loading, packaging and handling charges, taxes, duties, fees, storage and all other charges applicable to the Products. All shipments are subject to availability, and Albcura may ship in installments. Albcura will use commercially reasonable efforts to complete shipments as indicated in the Order, but Purchaser hereby acknowledges that shipment schedules are approximate and agrees that Albcura shall not be liable for any damages or penalties for delay in delivery or for failure to give notice of delay for any reason.
- Title. Title to the Products will pass to Purchaser upon Albcura’s delivery of the Products to the carrier, subject to the limitations provided in this Agreement.
- Price. Purchaser shall pay the prices specified in the applicable Order or, if no price is specified in the Order, the price set forth in Albcura’s standard price list in effect on the date that Albcura accepts the Order. All prices are subject to change without notice. Purchaser shall be responsible for all delivery and handling charges, taxes and other amounts payable to governmental authorities in connection with applicable transactions. These charges will be added to Purchaser’s invoice.
- Tax. Sales tax will be added when shipping to jurisdictions where Albcura is responsible for collecting sales tax unless the receiving party has exempt information on file with Albcura. Purchaser shall be solely responsible for any applicable sales, use or similar tax and agrees to indemnify Albcura for any such tax if not properly paid by Purchaser. Purchaser is responsible to confirm that its account is set up properly and that any applicable exemption documents are provided. Purchaser should contact Albcura to correct or update its account information and should note any updates to this effect on applicable orders.
- Payment Prices throughout the website are quoted in U.S. dollars, and payment can only be accepted in U. S. Dollars. Packing and delivery costs, if any, will be added to the total price of your purchase. While we make every effort to ensure that the products shown on our website are currently available at the price shown, we cannot guarantee that this will always be the case. If products you have ordered are unavailable, you will be notified as soon as possible. The price you pay is the price of the products shown at the time you place your order, even if the price of the product has since changed. Your payment card will be debited for your order at the time the order is placed. By submitting an online order with Albcura Corporation through the its website, you expressly agree not to request a ‘charge back’ of any fees or payments for said orders, and that no dispute with Legal Ease Consulting will be raised with or adjudicated by the credit card company. Rather, you agree to contact Albcura Corporation directly to resolve the issue or obtain a refund pursuant to the product guarantee. Where an offer mentions that an item is reduced in price, eg: half-price, the discount will be calculated at checkout before any postage or packaging charges are applied.
- Purchaser may request to return Products that are damaged or defective upon delivery, but Purchaser must contact Albcura’s Customer Service within 10 business days from the day Purchaser received the Products to request a return authorization (“Return Authorization”). Albcura will not accept returns, and no credit will be issued, without a Return Authorization. Products must be returned within fi(15) calendar days of receiving a Return Authorization and must be in their original containers with the original labels. Upon receipt of Products that have a Return Authorization, a credit for the original purchase price less the Returned Products Charge, if applicable, will be issued.
- Non-delivery must be reported to Albcura within fourteen (14) calendar days of the date of the invoice. Purchaser must report receipt of incorrect Products to Albcura within ten (10) business days from the day Purchaser received the Products. If an error by Albcura results in non-delivery or shipment of incorrect Products, Albcura will, at its sole option, either ship, at no charge, the correct Products per Purchaser’s Order or credit Purchaser’s account for the original purchase price of the Products that were not shipped or were shipped in error, plus shipping charges.
- If an error by Purchaser results in the shipment of incorrect Products and is reported to Albcura within ten (10) business days from the day Purchaser received the Products, Purchaser may request a Return Authorization. Where Albcura determines that the Product cannot be shipped back safely, Albcura may, at its option, refuse to issue a Return Authorization or to issue any credit. Products must be returned within thirty (30) calendar days of receiving a Return Authorization and must be in their original containers with the original labels and unaltered in form and content. Upon Albcura’s receipt of such Products, Purchaser will receive a credit for the original purchase price, less applicable Returned Products Charges.
- Notwithstanding the foregoing, (i) custom Orders are ineligible for cancellation or return; (ii) claims for loss or damage of Products which Albcura determines occurred in transit must be made to the carrier and not to Albcura; and (iii) discrepancies with items ordered through a Albcura distributor must be handled with the distributor.
Controls and Related Regulations. Products and information that
Purchaser receives from Albcura are subject to United States export
control laws and regulations. Purchaser may not, directly or indirectly,
sell, export, re-export, transfer, divert, or otherwise dispose of any
such Product or information (including products derived from or based on
Products or information received from Albcura) to any destination, entity,
or person prohibited by United States laws or regulations.
Purchaser represents and warrants that it is not designated on, or associated with any party designated on, any of the United States government restricted parties lists, including without limitation, the United States Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the United States Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the United States State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Purchaser shall comply with all applicable United States economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.
Albcura may terminate this Agreement and discontinue any ongoing supply to or business with Purchaser immediately, without notice and without liability, upon Albcura becoming aware that Purchaser, or any party associated with Purchaser, is named on any restricted party list.
Warranty. Unless a different written warranty is included with Product
inserts accompanying Products, Albcura warrants to the original Purchaser
as follows with respect to each type of Product:
- Reagent Warranty. Albcura warrants that each Product will meet the Specification set out on the Product Datasheet in respect of the Product when used appropriately under normal conditions and will replace all Products not conforming to the Specifications, provided that Albcura shall not be liable under this warranty if the defect arises because the Purchaser has altered the Product in any way or failed to follow Albcura’s instructions accompanying delivery of the Product. The warranty will last from the time delivery is made until the Product’s expiration or “use by” date or its specified number of uses.
- Instrument Warranty. Albcura warrants that the instrument purchased from Albcura (the “Instrument”) will be free from defects in materials and workmanship during the applicable warranty period, provided that the Instrument has been operated at all times in accordance with the instruction manual and user guide by or under the direct supervision of a certified operator who has attended Albcura’s training course for the Instrument. The warranty period for the Instrument terminates twelve (12) months after date of shipment.
- Service Parts Warranty. Albcura warrants that the service parts purchased from Albcura will be free of defects in materials and workmanship when used appropriately under normal conditions, only if such parts are installed by a Albcura representative. The warranty period for the service parts is the greater of (i) the remaining warranty period of the Instrument, or (ii) ninety (90) days from the date of installation of the service part.
The warranties provided above and the remedies provided
below will not apply to any Product if: (i) Albcura determines that a problem
is caused by accident, abuse, misuse, negligence, misapplication, fire,
earthquake, flood, other force majeure event, failure of electrical power, the
use of unauthorized parts or reagents, or unauthorized repairs or
modifications; (ii) Albcura determines that a problem is caused during or as a
result of shipment or relocation; (iii) Albcura’s serial number has been
removed or defaced from the Product; or (iv) a problem arises from or is based
on Albcura’s compliance with Purchaser’s specifications.
For any breach of the warranties, Purchaser must notify Albcura of the claim during the applicable warranty period. If Albcura determines that the Product is defective and is covered by the warranty, Albcura’s sole and exclusive liability to Purchaser and Purchaser’s sole and exclusive remedy for warranty claims hereunder will be, at Albcura’s own expense and option, repair or replacement of the non-conforming Product.
Albcura is not required to repair or replace any defective Instrument or service part if Purchaser has not returned a signed clearance certification provided by Albcura, which requires Purchaser to certify that the Instrument or service part has been appropriately decontaminated and cleaned and is safe for handling by Albcura personnel.
The warranty period for the repaired or replaced Product will not exceed the warranty period for the defective Product. The warranty period for any replacement parts, which may be new or reconditioned at Albcura’s sole discretion, will not exceed the warranty period for the defective Instrument or service part.
THE ABOVE WARRANTIES ARE EXCLUSIVE, AND ALBCURA MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF SUITABILITY, OF NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Any descriptions of the Products and any samples, Product inserts, online Product descriptions, and published catalogs, or similar material used in connection with the sale of Products are for the sole purpose of identifying the Products and are not to be construed as an express warranty that the Products will conform to such description. Any technical assistance provided by Albcura is advisory only.
on Remedies. IN NO EVENT SHALL ALBCURA BE LIABLE TO PURCHASER FOR ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR EXEMPLARY
DAMAGES OF ANY KIND, OR LOST PROFITS OR REVENUE, HOWEVER CAUSED, WHETHER
FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY,
NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT ALBCURA WAS ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS AND/OR ANY OTHER AGREEMENT BETWEEN ALBCURA AND PURCHASER FOR THE PURCHASE OF THE PRODUCTS, ALBCURA’S TOTAL LIABILITY TO PURCHASER ARISING FROM OR IN RELATION TO THESE TERMS, AN AGREEMENT BETWEEN THE PARTIES OR THE PRODUCTS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY PURCHASER TO ALBCURA FOR THE APPLICABLE PRODUCTS. IN NO EVENT WILL ALBCURA BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS.
- Indemnification. Purchaser shall hold harmless, indemnify and defend (at Albcura’s request) Albcura for any and all damages, liabilities, costs and expenses (including any costs of litigation, including but not limited to, attorneys’ fees and any other costs and expenses), fines, or losses in connection with any threatened or actual claims, actions, demands, investigations, or suits, including, but not limited to, claims or suits by third parties, arising out of any of the following: (a) Purchaser’s negligent or willful acts, or those of its employees and/or agents, (b) such Products being repaired or altered by persons other than Albcura (unless expressly authorized in writing by Albcura), (c) in the event that Purchaser modifies, or combines with any non-Albcura goods or products, any of the Products purchased from Albcura, and such modification or combination results in the actual or alleged infringement of any intellectual property rights of any third party, (d) from Products produced by Albcura according to Purchaser’s specifications, (e) any violations of export control laws by Purchaser, or (f) Purchaser’s breach of any provision in these Terms. At Albcura’s option, Albcura will be entitled to retain separate counsel and all reasonable expenses and costs of such counsel shall be paid by Purchaser.
and Intellectual Property.
- “Confidential Information” means any of Albcura’s business information, specifications and all related writings, drawings, designs and similar works or any other information which is disclosed by Albcura to Purchaser and labeled or marked as confidential, proprietary or its equivalent, or oral or visual information that is designated confidential, proprietary or its equivalent at the time of its disclosure. All Confidential Information shall be the exclusive property of Albcura, and Albcura retains all of its rights, title and interests. Purchaser agrees to use Confidential Information for the exclusive purpose of performing this Agreement. Purchaser shall not disclose or provide any Confidential Information to any third party and shall take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants. Upon request of Albcura, Purchaser shall return all Confidential Information to Albcura.
acknowledges that all intellectual property rights relating to Products,
as between Purchaser and Albcura, are solely and exclusively owned by Albcura.
Albcura’s sale of Products to Purchaser only grants Purchaser a limited,
non-transferable right, for Purchaser to use the quantity of Products
bought from Albcura in accordance with this Agreement. The act of Albcura
selling Products to Purchaser does not grant Purchaser a license to Albcura’s
intellectual property, or grant Purchaser the right to make or have made
any Product or any portion thereof. The onus rests with the Purchaser to
secure any required “freedom to operate” rights for other intended
Any inventions (patentable or otherwise), discoveries, improvements, data, know-how or other results that are conceived, developed, discovered, reduced to practice, or generated by or for Albcura, or jointly by Albcura and Purchaser, will be and will remain Albcura’s sole and exclusive intellectual property, and Purchaser shall transfer and assign, and hereby does assign, all of its rights, title and interests in and to any such joint intellectual property to Albcura and assist Albcura, at Albcura’s request and expense, in securing and recording Albcura’s rights in such intellectual property.
- Force Majeure. Albcura shall not be liable for any failure to perform this Agreement when such failure is due to circumstances beyond its control. Circumstances beyond the control of Albcura include, but are not limited to, acts of God, governmental action, accidents, labor trouble, and inability to obtain materials, equipment or transportation.
- Waiver. No oral statements, recommendations or assistance given by a representative and/or distributor of Albcura to Purchaser or its representatives in connection with the use of the Products will constitute a waiver by Albcura of any of the provisions hereof, or affect Albcura’s liability herein. Albcura’s failure to exercise any rights under this Agreement is not a waiver of it rights to damages for Purchaser’s breach of contract and is not a waiver of any subsequent breach.
- Governing Law/Disputes. Purchaser hereby agrees that the sole and exclusive jurisdiction and venue for any dispute with Albcura, or in any way relating to these Terms or to Products purchased from Albcura, is in Taiwan Taipei District Court. All disputes with Albcura shall be governed by the laws of Taiwan, without regard to provision on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or any other written agreement with Albcura unless expressly stated otherwise. Purchaser further agrees and consents to the exercise of personal jurisdiction in these courts in connection with any dispute involving Albcura or its affiliates, employees, officers, directors, agents and providers. Any cause of action brought by Purchaser arising out of or relating to this Agreement or to Products purchased from Albcura, must be brought within one year after such cause of action arose. Actions not commenced by Purchaser within one year are permanently barred. All notices to be given under this Agreement shall be in writing and shall be served on Albcura at 7F-10, No 20 Wuquan 2nd road, Xinzhaung district, New Taipei City, Taiwan 24892 with a copy to firstname.lastname@example.org, or shall be served on Purchaser at any address to which Albcura is directed to ship Products, or any other address as Purchaser may, from time to time, designate by giving written notice to Albcura in accordance with this Section. This paragraph survives expiration or termination of this Agreement.
- Miscellaneous. All provisions set forth herein regarding warranty, confidential information, indemnification, liability and limits thereon, and any other provisions that survive by their terms will survive any termination or expiration of this Agreement and any other written instrument delivered in connection herewith pursuant to the terms of such sections. In the event that any provision of these Terms is held to be illegal, invalid or unenforceable under any present or future law, rule or regulation, such provision will be deemed stricken from these Terms but such illegality, invalidity or unenforceability will not invalidate any of the other provisions of these Terms. Purchaser may not assign, including by operation of law, its obligations hereunder without Albcura’s written consent.