STANDARD TERMS AND CONDITIONS (REVISED VERSION)
These Standard Terms and Conditions (“Terms and Conditions”) are made between the purchaser of products from Biosan (“Customer”) and Biosan (“Biosan,” and together with the Customer, each a “Party” and collectively the “Parties”). These Terms and Conditions supplement all purchase orders issued by Customer (“Order,” and together with these Terms and Conditions, the “Contract”). These Terms and Conditions apply to all Orders and supersede any inconsistent terms contained in any invoice, order, or other business form.
1. Definitions
All capitalized terms used but not defined herein shall have the meaning set forth in the applicable Purchase Order.
2. Product Knowledge
Customer shall read and comply with all product labels and material safety data sheets associated with any product purchased from Biosan (“Product”).
3. Price
All Product prices shall be determined by Biosan in its sole discretion. Freight charges shall be prepaid by Biosan and charged to Customer, unless otherwise agreed. All applicable insurance and taxes shall be the sole responsibility of the Customer and paid in addition to the Product price.
4. Purchase Orders
Customer shall place Orders for Products within a reasonable time prior to the requested shipment date. Orders shall specify the quantity of Products, shipping instructions, and requested delivery date. All Orders are subject to acceptance by Biosan in its sole discretion. Biosan shall use commercially reasonable efforts to accommodate Customer’s requested delivery schedule.
5. Delivery & Shipping Terms
Biosan shall ship Products to the location designated on Customer’s Order. Freight charges are prepaid by Biosan and charged to Customer unless otherwise agreed. Products shall be shipped F.O.B. Biosan’s location in appropriate shipping containers. Title and risk of loss pass to Customer when the Products are placed on board the shipping carrier at Biosan’s location. Biosan’s performance is subject to delays caused by transportation issues, labor or material shortages, supply limitations, seasonal availability, acts of war, civil unrest, government action, or other causes beyond Biosan’s control.
6. Acceptance
Customer may reject any shipment or portion thereof that materially fails to conform to Product specifications or Order quantities, provided that Customer notifies Biosan in writing within fifteen (15) days of receipt. Failure to provide notice within this period constitutes acceptance. A rejection notice must include a detailed explanation of the non-conformity and any related analyses, including methods used. Biosan shall notify Customer within fifteen (15) days of receiving the rejection whether it accepts the claim. If Biosan determines the Products are non-conforming, Biosan shall, at its sole discretion, either replace the Products or reimburse Customer for the price paid.
7. Payment
Customer shall pay all invoices within thirty (30) days of the Product ship date. Past‑due balances may accrue interest at 1.5% per month, at Biosan’s discretion.
8. Product Returns
Customer may return Products in their original packaging and in resalable condition, subject to the Product’s shelf life.
- Products with a one‑year shelf life may be returned within 30 days of purchase.
- Products with a two‑year or longer shelf life may be returned within 60 days of purchase.
Credits shall equal ninety percent (90%) of the net purchase price (“Net purchase price” being invoice price minus discounts, taxes, freight, insurance, and duties). Biosan will not accept returns beyond the above time periods but may assist with product disposal at its discretion. Products that have been opened or damaged will not be accepted unless such condition is due to Biosan or its agents.
9. Intellectual Property
Customer receives no rights to use, own, or license any of Biosan’s intellectual property. All such rights remain exclusively with Biosan.
10. Confidential Information
Customer shall keep all Confidential Information in strict confidence and shall not acquire any rights therein. Customer and its agents shall not reverse engineer, disassemble, decompile, analyze, copy, or recreate any Products or materials embodying Biosan’s Confidential Information. Biosan shall be entitled to seek injunctive relief without the need for bond or proof of actual damages.
“Confidential Information” includes all trade secrets and proprietary information disclosed to Customer, including technical data, methods, formulations, prototypes, software, product specifications, and business information, except information that:
(i) becomes public through no fault of Customer;
(ii) was known to Customer prior to disclosure, as evidenced by written records; or
(iii) is lawfully obtained from a third party with the right to disclose it.
11. Product Warranty
Biosan warrants that the Products:
(i) conform to Biosan’s published specifications, and
(ii) are free from defects in materials and workmanship.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, BIOSAN MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, OR PERFORMANCE. BIOSAN’S LIABILITY SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS AT ISSUE. Biosan disclaims liability for consequential, indirect, or special damages, including lost profits, lost time, or transportation costs.
12. Indemnification
Customer releases and agrees to defend, indemnify, and hold harmless Biosan, its officers, directors, employees, agents, attorneys, and affiliates (“Biosan Indemnified Persons”) from any claims, liabilities, damages, losses, or expenses—including attorney fees—arising from:
(i) Customer’s sale or use of Products;
(ii) negligent acts or omissions of Customer or its agents; or
(iii) Customer’s breach of the Contract.
13. Amendments
The Contract may be amended only by a written document signed by both Parties.
14. Waiver
Failure to enforce any provision shall not constitute a waiver unless in writing. A waiver of one breach is not a waiver of subsequent breaches.
15. Governing Law
This Contract shall be governed by the laws of the State of New York, without regard to conflict‑of‑law principles.
16. Dispute Resolution
The Parties shall attempt in good faith to resolve disputes through negotiation, then non‑binding mediation under American Arbitration Association rules. Either Party may file suit to avoid a statute‑of‑limitations bar. This Section does not apply to claims seeking injunctive relief under Section 10 (Confidential Information).
17. Venue
Any litigation shall be brought exclusively in the state courts of Saratoga County, New York, or the U.S. District Court for the Northern District of New York, and each Party irrevocably consents to jurisdiction and venue therein.
18. Severability
If any provision is found unenforceable, it shall be modified to the extent necessary to make it enforceable while preserving the Parties’ intent. The remaining provisions shall remain in full force.
19. Notices
All notices shall be in writing and delivered by personal delivery, overnight courier, certified mail with return receipt, or e‑mail with confirmation, to the addresses specified in the Order or as later updated by written notice.
20. Counterparts
The Contract may be executed in counterparts, including by PDF signature, each of which shall be deemed an original.
21. Representation of Authority
Each Party represents that it has full authority to enter into the Contract and that the executing individuals have authority to bind the Parties.
22. Entire Agreement
The Contract constitutes the entire agreement between the Parties regarding the subject matter hereof.