Terms & Conditions
Registered office: Sos. Bucuresti – Urziceni Nr. 64E, Afumați, Ilfov, Romania 077010
Company registered name Changning Dekang Biotechnology SRL (hereinafter referred to as the “Seller”)
contact email: firstname.lastname@example.org (hereinafter “Contact email”)
contact phone: +403772925817 (hereinafter referred to as “Contact phone”)
The Company operates the website: https://www.dekangbioeu.com (the "Website").
UNDERSTANDING THESE TERMS AND CONDITIONS
These terms and conditions ("Terms and Conditions") set out the terms on which you may order the products made available by the Company ("Products"). The Terms and Conditions will become binding subject and will be incorporated into the contract between you and us in relation to such order for Products ("Contract").
In these Terms and Conditions, when we refer to "we", "us" or "our", we mean the Company; and when we refer to "you" or "your" we mean you, the person (or the business on whose behalf such person is acting) making an order for Products.
Please note that
we supply all Products for use by you and solely within the scope of the license granted;
These Terms and Conditions apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
By submitting an order for Products (an "Order") you represent and warrant that you are:
(a) acting for purposes wholly or mainly related to your trade, business, craft or profession;
(b) have the authority to bind the business on whose behalf you are acting;
(c) not an individual consumer.
1. ORDERING PRODUCTS
You must be at least 18 years old if on behalf of a legal person to place an Order.
To submit an Order, you will need to have an account with us and to follow the process set out on the Website or contact: email@example.com
Prior to submitting an Order, you should check all of the information that you enter and correct any errors which you are responsible for before submitting your Order. All orders placed and processed via the Website shall be in the English.
We will confirm our acceptance of your Order on dispatch by sending you an email confirming the information you included in your Order and providing delivery details ,Unless you have cancelled your Order prior to this point or we have notified you that we cannot accept your Order , these Terms and Conditions and the Order will become legally binding on you and us when we send you the Confirmation Email and each Order shall incorporate the Terms and Conditions and shall be a new and separate Contract between you and us.
We will provide you with delivery details (including any applicable costs) during the Order process, and will confirm such delivery details in the Confirmation Email.
If our supply of the Products is delayed then we will bear no liability but will contact you as soon as possible to let you know and both parties will take reasonable steps to minimize the effect of the delay.
We shall use our reasonable endeavors to deliver or arrange for collection of the Products on the 因estimated delivery date, BUT TIME OF DELIVERY IS NOT OF THE ESSENCE AND IT IS NOT AN IMPLIED
We may make delivery or arrange for collection of the Products in advance of the delivery date upon giving reasonable notice to you.
You shall sign all appropriate paperwork required by us before accepting the Products.
You shall ensure that all Products are safely and lawfully received, stored, inspected, and used:
pursuant to all instructions provided by us as well as applicable laws and regulations; and by professionally qualified and competent persons, and we shall bear no liability howsoever arising from your failure to comply with this Clause 3.6.
Delivery of an Order shall be complete once the Products are unloaded at the address submitted by you when you placed your Order, at which point risk in the Products shall pass to you.
You will provide, without causing any material delay to us or our agents, safe and proper means of access to and egress from such place and suitable facilities for the unloading of the Products (including where reasonably required by us, the attendance of your representative at such delivery) (“Delivery Conditions”). If the Delivery Conditions are not met or no one is available at your premises to accept delivery of the Products, our courier shall follow its standard delivery procedures. If our courier confirms to us that any Product is unable to be delivered, we may at our discretion, without refund and without any further liability to you, cancel the Contract and shall be entitled to dispose of or redistribute the Products as we see fit.
We shall not be liable in any way for any direct or indirect loss, damage or expense (including loss of profits and liability to third parties) suffered or incurred by you as a consequence of any delay in delivery.
You shall inspect all Products delivered immediately on receipt. Without prejudice to the A promise (for which see Clause 5.4), if you wish to make any claim in respect of any delivered Products you consider are not in compliance with the Contract, you shall notify us in writing within seven (7) days of the date of delivery.
IF NO SUCH CLAIM IS RECEIVED, WE SHALL BE RELEASED FROM ANY LIABILITY IN RESPECT OF ANY DAMAGED AND/OR MISSING PRODUCTS.
4.RETENTION OF TITLE
Notwithstanding delivery of the Products or the passing of risk in them as set out in Clause 3, title in the Products shall not pass to you until:
you have paid us for the Products in full; and no other sums are then outstanding from you to us on any account whatever whether or not such sums have become due for payment.
5.DISCLAIMERS, INCORRECT ORDERS, REPLACEMENTS AND REFUNDS
Subject always to Clause 8 below, any implied terms:(i) that the Products will correspond with their description;(ii) that the Products will be of satisfactory quality;(iii) in relation to the sale of the Products by sample (including, without limitation, the terms implied by EU Law) are, to the fullest extent permitted by law, excluded from the Contract.
You are solely responsible for ensuring that the execution of any work related to the Products, including (without limitation) any protocol in relation to which you have used the Products (a “Protocol”) and any quality checks in relation to the Protocol and/or the Products, are performed by professionally qualified and competent persons. We exclude all liability including (without limitation) all losses or claims that may arise as a result of your reliance on such technical advice or guidance given with respect to the Products, their use or application.
We do not permit the return of, or offer refunds for, any incorrectly ordered Products in EU distributor regions.
A promise: If, following your attempted use of such Product in accordance with any relevant datasheet instructions, the Product does not conform to the specifications as described on the applicable datasheet, then the terms of promise set forth here shall apply.
9.EFFECT OF DEFAULT BY YOU
If you do not pay us in full when due, suspend payment, reject a delivery, compound or make any arrangement or assignment for its creditors’ benefit, cease to trade, are the subject of a voluntary or involuntary filing or proceeding for insolvency, or we perceive you to be in financial difficulties, then all sums outstanding in respect of Products shall become payable immediately. We may in our absolute discretion and without prejudice to our other rights and remedies:
cancel an Order submitted by you without liability upon our part;
suspend all future deliveries of Products to you and/or terminate the Contract without liability upon our part; and/or exercise any of our rights pursuant.
Unless we expressly elect otherwise, any Contract between us and you shall remain in existence notwithstanding any exercise by us of our rights.
The prices for the Products and delivery are set out on the Website and are exclusive of VAT, GST and any other applicable sales tax and import or customs duties (where these are applicable), which shall be your sole responsibility.
It is always possible that, despite our efforts, some of the Products may be incorrectly priced. We will normally check prices before accepting your Order so that, where a Product's correct price at the time of your Order is less than our stated price at that time, we will charge the lower amount. If the Product's correct price at the time of your Order is higher than the price stated to you, we will contact you for your instructions before we accept your Order. If we accept and process your Order where a pricing error is obvious and unmistakable and could reasonably have been recognized by you as a mispricing, we may end the Contract and refund you any sums you have paid.
We shall issue you an invoice for your Order following the issuance of your Order (an “Invoice”).
INVOICES SHALL BE PAID BY YOU IN CLEARED FUNDS IN ACCORDANCE WITH THE INSTRUCTION SET OUT ON OUR INVOICE NO LATER THAN 7 DAYS AFTER THE INVOICE DATE, and you shall pay any bank charges that are incurred in making such payment. If any such bank charges are applied to the sums received by us, you shall pay such additional amount to us as to ensure that we receive the full purchase price for the Products.
At any time and without notice, past due amounts under any Invoice may be offset by us against overpayments, credits or any other amounts due to you from us.
We accept bank and wire transfer as methods of payment, for further details please email the contact email address set forth in your Invoice.
IF YOUR PAYMENT IS NOT RECEIVED BY US, YOUR ORDER WILL NOT BE DELIVERED.
Time for payment by you shall be of the essence of the Contract AND IS AN IMPLIED MATERIAL OBLIGATION.
You shall not be entitled to set off any sum claimed against payments due to us under any Contract.
11. LIABILITY AND INDEMNITY
NOTHING IN THESE TERMS AND CONDITIONS EXCLUDES OR LIMITS OUR LIABILITY FOR:
DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE; AND ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT OUR LIABILITY.
We exclude liability for any defects in the Products or any loss or damage resulting therefrom unless written notice of such defects is given within the time period set forth here, after the defects could reasonably have been discovered by inspection and/or testing of the Products before or after use and in no event later than 3 months after delivery of the Products, whichever comes first, even in the event of hidden defects. We shall have no liability concerning a claim unless the allegedly defective Products are kept available for us to inspect and you provide the requested evidence.
Where a complaint or a claim is made in respect of Products proved or alleged to be defective, we may suspend further deliveries of any such Products until the validity of such complaint or claim has been finally determined, in which event the applicable delivery date(s) shall be postponed accordingly.
Our liability in respect of Products proved by you to be defective is limited, as we may elect, to making good any shortage, replacing the Products or refunding all, or part of, the Contract price against return of the Products.
If, despite the limitations and exclusions contained herein or made elsewhere, we shall be found liable for any damage in contract or tort, howsoever caused, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid for the Products in the Order under which the liability has arisen or, if the liability arises in respect of the Contract as opposed to an Order, a sum equal to the price paid by you for the Products.
WE SHALL NOT BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE FOR ANY:
(A) LOSS OF PROFITS, SALES, BUSINESS OR REVENUE;
(B) LOSS OR CORRUPTION OF DATA, INFORMATION OR SOFTWARE;
(C) LOSS OF BUSINESS OPPORTUNITY;
(D) LOSS OF ANTICIPATED SAVINGS;
(E) LOSS OF GOODWILL;
(F) ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS ARISING UNDER OR IN CONNECTION WITH:
any of the Products, or the manufacture or sale or supply, or failure or delay in supply of the Products by us or on our part;
any breach by us of any of the express or implied terms of the Contract;
any use made or resale by you of any of the Products, or of any Protocol or other product or service incorporating or using any of the Products;
any statement made or not made, or advice given or not given, by or on our behalf; and/or otherwise under the Contract.
WE EXCLUDE LIABILITY FOR ANY INJURY, CLAIM, LOSS, OR EXPENSE THAT MAY ARISE IN CONNECTION WITH ANY LOADING, UNLOADING, STORAGE, TRANSPORTATION, HANDLING, SALE OR USE OF THE PRODUCTS BY YOU, OR ON YOUR BEHALF.
WE EXCLUDE, TO THE FULLEST EXTENT PERMITTED IN LAW, ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS (OTHER THAN AS SET OUT IN THESE TERMS AND CONDITIONS) OR IMPLIED, STATUTORY, CUSTOMARY OR OTHERWISE WHICH, BUT FOR SUCH EXCLUSION, WOULD OR MIGHT SUBSIST IN YOUR FAVOUR.
You acknowledge that the provisions are reasonable and reflected in the price which would be higher without those provisions, and you will accept such risk accordingly.
You shall at all times hereafter hold harmless and indemnify us against any claims for losses, damages or expenses brought against or incurred by us, of whatsoever nature and howsoever arising, in relation to your loading, unloading, storage, handling, transportation or use of the Products other than in accordance with these Terms and Conditions and all applicable laws and regulations and/or any instructions and/or datasheets provided by us.
12. SUSPENSION AND TERMINATION
If you breach any of these Terms and Conditions, we may immediately do any or all of the following (without limitation):
issue a warning to you;
cancel your Order;
issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);
take further legal action against you; and/or disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.
If we end the Contract in the situations set out, we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaching the Contract.
13. INTELLECTUAL PROPERTY RIGHTS
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
NO WARRANTY OR REPRESENTATION IS GIVEN BY US THAT THE PRODUCTS DO NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
We exclude all liability for any infringement of a third party’s Intellectual Property Rights which may arise as a result of the handling or use of the Products.
You shall neither alter any packaging provided with the Products nor obliterate or obscure any warnings or advice appearing on such packaging concerning the use, storage or disposal of the Products.
14.CHANGES TO THESE TERMS AND CONDITIONS
We may make changes to these Terms and Conditions from time to time. The Terms and Conditions applicable at the time of your Order will apply to that Order. Please check these Terms and Conditions regularly to ensure that you understand the Terms and Conditions that apply at the time that you access and use the Website and/or order Products.
Each of the Clauses of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
If we fail to insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
17. FORCE MAJEURE
We shall be not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond our reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), difficulties in obtaining raw materials, labour, fuel or parts, failure of energy sources or transport network, acts of God, extremes of weather, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, pandemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
If a Force Majeure Event takes place that affects the performance of our obligations under the Contract:
we shall contact you as soon as reasonably possible to notify you; and our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects our delivery of Products to you, we will arrange a new delivery date with you after the Force Majeure Event is over.
Any such delay or failure on our part which is due to a Force Majeure Event shall not affect your obligation to pay for Products already delivered.
Except as set out in these Terms and Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by us.
19. EXPORT REGULATIONS:
Without prejudice to Clause, you shall comply with all applicable laws and regulations controlling the export of commodities and technical data and shall be solely responsible for any violation of such laws and regulations by you. In particular (but without limitation), you acknowledge and agree that the transfer of certain commodities and technical data is subject to laws and regulations controlling the export of such commodities and technical data, we shall have no liability for your compliance or non-compliance with such applicable laws and regulations in connection with any Order.
You and we each undertake that neither you nor we shall for a period of three years following conclusion of an Order, disclose to any person any confidential information concerning our respective business, affairs, customers, clients or suppliers, except as permitted by Clause.
Each of you and us may disclose the other’s confidential information:
to our (and in the case of us, our affiliates’) respective employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. Each of you and us shall ensure that our (and in the case of us, our affiliates’) respective employees, officers, representatives, contractors, subcontractors or advisers to whom each of us discloses the other’s confidential information comply with this Clause 17; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither you nor us shall use any of the other’s confidential information for any purpose other than to perform its obligations under the Contract.
Any notice of other communication given under or in connection with the Contract shall be in writing and shall be delivered personally, sent by e-mail.
22. ENTIRE AGREEMENT
The Contract and the documents referred to herein constitute the entire agreement and understanding of the parties relating to the subject matter of such Contract and supersedes any previous agreement or understanding between the Parties in relation to such subject matter.
23. RIGHTS OF THIRD PARTIES:
These Terms and Conditions are made between you and us. No other person shall have any rights to enforce any of its terms.
24. GOVERNING LAW AND JURISDICTION
These Terms and Conditions are governed by EU law. This means that your access to and use of the Website, your purchasing of Products, and any dispute or claim arising out of or in connection therewith (including non-contractual disputes or claims) will be governed by EU law.
Should you have any reasons for a complaint, we will endeavor to resolve the issue and avoid any re-occurrence in the future. You can always contact us by writing email to: firstname.lastname@example.org
These Terms and Conditions are prepared in English.
Terms and Conditions last updated: May 20, 2023