General terms and condition of sale
TAVAS BIOSOLUTIONS PRIVATE LIMITED's offer to sell product(s) or service(s) to Buyer is expressly limited to Buyer's acceptance of these terms and conditions. Any of the following constitutes Buyer's unqualified acceptance of these terms and conditions: (a) written acknowledgement of these terms and conditions, including any electronic acknowledgement of these terms and conditions; (b) issuance or assignment of a purchase order for the product(s) or service(s), (c) acceptance of any shipment or delivery of TAVAS BIOSOLUTIONS PRIVATE LIMITED product(s) or service(s),(d) payment for any of the product(s) or service(s); or (e) any other act or expression of acceptance by Buyer. THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL SUPERSEDEANY CONFLICTING TERMS CONTAINED ON BUYER'S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BYBUYER.
2. Prices, Taxes and Payment
TAVAS BIOSOLUTIONS PRIVATE LIMITED reserves the right to change the prices and specifications of its products at any time without notice, unless otherwise explicitly specified in a written Buyer product offer. Any tax, duty, custom or other fee of any nature applicable on the date of dispatch and imposed upon this transaction by any federal, state or local governmental authority shall be paid by Buyer in addition to the price offered or invoiced. In the event TAVAS BIOSOLUTIONS PRIVATE LIMITED is required to prepay any such tax, Buyer will reimburse to TAVAS BIOSOLUTIONS PRIVATE LIMITED. Payment terms will be as mutually agreed with the Buyer and TAVAS BIOSOLUTIONS PRIVATE LIMITED. If concessions /exemptions in the duties and / or taxes are claimed by Buyer, the evidence thereof from the proper authority should be furnished along with the purchase order.
Payments shall be made by bank drafts payable at the city indicated in the invoice and in the name of TAVAS BIOSOLUTIONS PRIVATE LIMITED. Bank charges, if any will be to the Buyer's account. TAVAS BIOSOLUTIONS PRIVATE LIMITED reserves the right to charge interest of 2.5% per month as a late fee to invoices outstanding beyond the credit period agreed to in the 'order acceptance/acknowledgement'. In addition, TAVAS BIOSOLUTIONS PRIVATE LIMITED reserves the right to demand 100% advance payment term from any Buyer whose account is overdue for a period of more than 30 days or who has an unsatisfactory credit or payment record. TAVAS BIOSOLUTIONS PRIVATE LIMITED may also refuse to sell to any person until overdue accounts are paid in full. Buyer is responsible for all collection costs on past due accounts. If the products are ready for delivery at the point of distribution by TAVAS BIOSOLUTIONS PRIVATE LIMITED and are not lifted by Buyer within 1 week, inventory carrying cost will be charged at 2.5% per month or part thereof to Buyer.
Any demurrage incurred on account of Buyer's delay in claiming the products from the carriers shall be borne by Buyer and paid prior to obtaining delivery of the products.
Once a purchase order is placed and has been accepted by TAVAS BIOSOLUTIONS PRIVATE LIMITED through an 'order acceptance/acknowledgement, the same may be cancelled only with TAVAS BIOSOLUTIONS PRIVATE LIMITED's written consent. In such an event, Buyer shall indemnify TAVAS BIOSOLUTIONS PRIVATE LIMITED against any loss and damages incurred by TAVAS BIOSOLUTIONS PRIVATE LIMITED and shall pay TAVAS BIOSOLUTIONS PRIVATE LIMITED 10% cancellation and restocking charges.
3. Delivery and Shipment
TAVAS BIOSOLUTIONS PRIVATE LIMITED will make every effort to ship the products or provide the services hereunder in accordance with the lead/delivery time specified in the commercial offer submitted by TAVAS BIOSOLUTIONS PRIVATE LIMITED. TAVAS BIOSOLUTIONS PRIVATE LIMITED accepts no liability for any losses or for damages arising out of delays in delivery. Shipment of all products shall be Ex Works point of distribution by TAVAS BIOSOLUTIONS PRIVATE LIMITED; identification of the products shall occur when they leave TAVAS BIOSOLUTIONS PRIVATE LIMITED's point of distribution, at which time title and risk of loss shall pass to Buyer. All shipment costs including freight and insurance shall be paid by Buyer and if prepaid by TAVAS BIOSOLUTIONS PRIVATE LIMITED, the amount there of shall be reimbursed to TAVAS BIOSOLUTIONS PRIVATE LIMITED.
Buyer shall be responsible for obtaining applicable consents and permits from the jurisdictional authorities for the importer shipment of any product into the country of import.
Products shipped special instructions are subject to a handling charge, which is prepaid by TAVAS BIOSOLUTIONS PRIVATE LIMITED and added to the invoice.
TAVAS BIOSOLUTIONS PRIVATE LIMITED shall have the right at any time without prejudice to its other rights, for valid reasons, to withhold dispatch of products, in whole or in part, to recall products in transit, to retake and reprocess all products which may be stored with TAVAS BIOSOLUTIONS PRIVATE LIMITED on Buyer's account and Buyer consents that all products so recalled, retaken or repossessed shall become the absolute property of TAVAS BIOSOLUTIONS PRIVATE LIMITED.
4. Custom Made-To-Order Products
TAVAS BIOSOLUTIONS PRIVATE LIMITED may define certain products as Custom Made-To-Order ("CMO").Buyer must provide TAVAS BIOSOLUTIONS PRIVATE LIMITED with product specifications prior to the start of manufacturing a CMO product. TAVAS BIOSOLUTIONS PRIVATE LIMITED and Buyer shall agree to the pricing and production and testing techniques prior to the start of manufacturing a CMO product. Buyer must provide a Purchase Order detailing product and delivery schedule for the CMO product. Buyer shall purchase the entire lot of the CMO without regard to volume. Purchase Orders for a CMO product(s) are not cancellable.
Buyer shall be responsible for inspecting all products shipped hereunder for shortages, non-conformity with specification, error or deficiency or for damages in transit or delivery or for other causes, prior to acceptance; provided, that if Buyer shall not have given TAVAS BIOSOLUTIONS PRIVATE LIMITED written notice of rejection fully specifying and documenting the reasons thereof within seven(7) days following shipment to Buyer, the products shall be deemed to have been accepted by Buyer and all claims shall be deemed to have been waived and released by Buyer.
6. TAVAS BIOSOLUTIONS PRIVATE LIMITED's Standard Warranty
TAVAS BIOSOLUTIONS PRIVATE LIMITED warrants that its products will meet their applicable published specifications when used in accordance with their applicable instructions or, in the case of research products, will conform to the product description that accompanies each product, for a period of one year from the date of Invoice of the products. TAVAS BIOSOLUTIONS PRIVATE LIMITED MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE. The warranty provided herein and the data, specifications and descriptions of TAVAS BIOSOLUTIONS PRIVATE LIMITED products appearing in TAVAS BIOSOLUTIONS PRIVATE LIMITED's published catalogues and product literature may not be altered except by express written agreement signed by an officer of TAVAS BIOSOLUTIONS PRIVATE LIMITED. Representations, oral or written, which are inconsistent with this warranty or such publications, are not authorized and if given, should not be relied upon and TAVAS BIOSOLUTIONS PRIVATE LIMITED accepts no responsibility for the same. The warranty shall not apply to repair of damage caused by disregarding the applicable instructions/user manual, any modifications, assembly of accessories, disassembly, or, in general, any use not provided by the applicable instructions/user manual or any intended use statement or fraud or gross negligence.
In the event of a breach of the foregoing warranty, TAVAS BIOSOLUTIONS PRIVATE LIMITED's sole obligation shall be to repair or replace, at its option, the applicable product or part thereof, provided the customer notifies TAVAS BIOSOLUTIONS PRIVATE LIMITED promptly within seven (7) days of any such breach. If after exercising reasonable efforts, TAVAS BIOSOLUTIONS PRIVATE LIMITED is unable to repair or replace the product or part, and then TAVAS BIOSOLUTIONS PRIVATE LIMITED shall provide a pro-rata refund to the Buyer for the monies paid for such applicable product or part. TAVAS BIOSOLUTIONS PRIVATE LIMITED shall not in any event be liable for incidental, consequential, indirect, exemplary or special damages of any kind resulting from any use or failure of the products or services including, without limitation, liability for loss of use, loss of work in progress, loss of revenue or profits, cost of substitute equipment, facilities or services, downtime costs, or any liability of buyer to a third party. The total liability of TAVAS BIOSOLUTIONS PRIVATE LIMITED under these terms and conditions of sale shall not exceed the purchase price of the products or services involved.
7. Authorized Use
The purchase of TAVAS BIOSOLUTIONS PRIVATE LIMITED product(s) or service(s) conveys to Buyer a non-transferable right to use the purchased product(s) or service(s) incompliance with the intended use statement listed on the product(s) or service(s) data or product(s) or service(s) information that accompanies each product(s) or service(s). Each product(s) or service(s) also may be accompanied by limited use information or limited use label licenses. Unless otherwise expressly stated in product(s) or service(s) data or product(s) or service(s) documentation sheets, TAVAS BIOSOLUTIONS PRIVATE LIMITED product(s) or service(s) have not been tested for safety or efficacy.
TAVAS BIOSOLUTIONS PRIVATE LIMITED accepts no responsibility for any unauthorized use of the product(s) or service(s) and Buyer shall be completely responsible for obtaining all or any necessary intellectual property permission, compliance with any and all applicable regulatory requirements, and conducting all necessary testing.
8. Returned Goods
No product(s) or service(s) shipped under this contract may be returned without the express prior written authorization of TAVAS BIOSOLUTIONS PRIVATE LIMITED and all products must be returned along with TAVAS BIOSOLUTIONS PRIVATE LIMITED's approved Product Return Authorization form. Title to the returned products shall pass to TAVAS BIOSOLUTIONS PRIVATE LIMITED upon delivery of the product(s) or service(s) to TAVAS BIOSOLUTIONS PRIVATE LIMITED's facilities. The product(s) or service(s) shall be returned in their original containers with the original TAVAS BIOSOLUTIONS PRIVATE LIMITED label affixed and unaltered inform and content. Where applicable, Buyer agrees to provide TAVAS BIOSOLUTIONS PRIVATE LIMITED with interim product(s) temperature and other appropriate storage documentation and to package products with required temperatures during transit. All product(s) returns are subject to a restocking charge. In addition, Buyer shall bear the costs of any authorized return. No returns will be authorized after 30 days following shipment to Buyer.
9. Technical Advice
TAVAS BIOSOLUTIONS PRIVATE LIMITED may, at Buyer's request, furnish technical assistance, advice and information with respect to the product(s), if and to the extent that such advice, assistance or information is conveniently available. It is expressly agreed that there is no obligation to provide such information and such information is provided without charge at Buyer's risk and is provided subject to the disclaimers and limitations of liability contained herein.
10. Agents, etc.
No agent, employee or other representative has the right to modify or expand TAVAS BIOSOLUTIONS PRIVATE LIMITED's standard warranty applicable to the product(s) or to make any representations as to the products other than those set forth in TAVAS BIOSOLUTIONS PRIVATE LIMITED's product(s) literature and any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and shall not form apart of this contract.
11. No Assignment
Orders are not assignable or transferable, in whole or in part, without the express written consent of TAVAS BIOSOLUTIONS PRIVATE LIMITED.
12. Typographical Errors
Stenographical, clerical or computer errors on the face of any TAVAS BIOSOLUTIONS PRIVATE LIMITED invoice shall be subject to correction by TAVAS BIOSOLUTIONS PRIVATE LIMITED.
13. Third Parties
Nothing in this document is intended to create any rights in third parties against TAVAS BIOSOLUTIONS PRIVATE LIMITED.
14. Compliance with Labour Regulations
TAVAS BIOSOLUTIONS PRIVATE LIMITED represents that the product(s) or service(s) provided hereunder were produced and/or performed in compliance with the requirements of all applicable labour regulations.
15. Equal Employment Opportunity
TAVAS BIOSOLUTIONS PRIVATE LIMITED is an Equal Opportunity Employer. It does not discriminate in any phase of the employment process against any person because of race, colour, creed, religion, national origin, sex, sexual orientation, age, veteran or handicapped status.
16. Modification, Waiver of Breach
This contract may be modified by mutual consent of both parties hereto, recorded in writing and any breach here under may be waived only by a written document signed by the party against whom enforcement thereof is sought. The waiver by either party at any time to require performance by the other of any provision of these Terms and Conditions shall not operate a waiver of such provision at any other time.
17. Governing Law
This contract shall be governed by and construed in accordance with the laws (excluding the conflict of laws principles) of India, to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Each party submits to the exclusive jurisdiction of courts at Bangalore, and waives any right to claim that those courts are an inconvenient forum.
18. Management of Waste
Buyer hereby agrees to bear any costs and conduct any required operations associated with the environmentally sound management of waste resulting from the products in accordance with all provisions , including any specific conditions, laid down by applicable legislation, including legislation relating to electrical and electronic waste. Should Buyer be a distributor or the end user, for any disposal of used product(s) support, please contact a local TAVAS BIOSOLUTIONS PRIVATE LIMITED representative.
19. Compliance with Export Restrictions
Buyer acknowledges that the merchandise covered by this contract is subject to the export control laws of the country from which shipment is made. Buyer further acknowledges that, depending on the product, its country of destination, it send use, and the identity of the parties to the transaction, such laws may require Buyer either for the further transfer of the product being exported to it by TAVAS BIOSOLUTIONS PRIVATE LIMITED, or for the transfer of any item into which Buyer may incorporate such product, to seek and obtain export licenses/authorizations issued pursuant to those laws. While, where Buyer re-exports the merchandise in question, it is the legally responsible party for determining its correct export classification, as a courtesy, to aid Buyer in ascertaining the export classification, on its invoice, TAVAS BIOSOLUTIONS PRIVATE LIMITED shall provide Buyer (a) with what it believes is the correct classification, under local laws, of the product(s) being shipped and (b) a statement as to the country of origin of the product.
Purchaser shall not, without TAVAS BIOSOLUTIONS PRIVATE LIMITED 's written consent, disclose any documents, drawings, schematics, plans, designs, specifications, confidential information, know-how, discoveries, production methods and the like that are marked confidential, proprietary or the like (herein referred to as "technical information") furnished to Purchaser by TAVAS BIOSOLUTIONS PRIVATE LIMITED, or on TAVAS BIOSOLUTIONS PRIVATE LIMITED 's behalf, for the performance of this agreement, to any person other than personnel of Purchaser. Purchaser shall take reasonable precautions against any such technical information being acquired by unauthorized persons and shall not employ any such technical information for its own use for any purpose whatsoever, including filing any patent applications disclosing or based on TAVAS BIOSOLUTIONS PRIVATE LIMITED 's technical information or publishing the technical information in any form, except in the performance of this agreement. TAVAS BIOSOLUTIONS PRIVATE LIMITED shall retain title to all such technical information and Purchaser shall, at TAVAS BIOSOLUTIONS PRIVATE LIMITED 's request or upon completion of this agreement, return or deliver all such tangible technical information to TAVAS BIOSOLUTIONS PRIVATE LIMITED. The term "technical information" as used herein shall not include information which is generally published or lawfully available to Purchaser from other sources or which was known to Purchaser prior to disclosure thereof to Purchaser by TAVAS BIOSOLUTIONS PRIVATE LIMITED or on TAVAS BIOSOLUTIONS PRIVATE LIMITED 's behalf.
If any provision of these terms and conditions is held illegal, invalid, inapplicable or unenforceable, such provision shall be deemed severed from these terms and conditions, the remainder of which shall remain in full force and effect.
22. Entire Agreement
These Terms and Conditions of Sale shall constitute the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the sale of TAVAS BIOSOLUTIONS PRIVATE LIMITED products and supersedes all prior and contemporaneous understandings or agreements of the parties.