DiLab Biotechnology's Terms and Conditions
1，LIMITATION OFWARRANTY
Subject to Section 2 below and unlessotherwise expressly provided herein, DILAB BIOTECHNOLOGY warrants that thegoods shall conform to DILAB BIOTECHNOLOGY's standard published specificationsor to the attached specifications, if any, when used in accordance with DILABBIOTECHNOLOGY's written instructions. Subject to the preceding sentence andexcept as otherwise expressly provided herein, DILAB BIOTECHNOLOGY MAKES NOREPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPIED, AS TOMERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITHRESPECT TO THE GOODS, whether used alone or in combination with any othermaterial.
2，LIMITATION OFLIABILITY
(a) Immediately upon receipt of eachshipment of the goods, Buyer shall inspect the same. Any claim for shortage,credit or return of goods must be made in writing within five (5) business daysafter Buyer's receipt of such goods. All other claims for any cause whatsoever(whether such cause be based in contract, negligence, strict liability, othertort or otherwise) must be made in writing and received by DILAB BIOTECHNOLOGYwithin fifteen (15) days after Buyer learns of the facts upon which such claimis based, but in no event later than sixty (60) days after Buyer's receipt ornon-receipt of the goods, in respect to which such claim is made. Failure ofDILAB BIOTECHNOLOGY to receive written notice of any such claim within theapplicable time period shall be deemed an absolute and unconditional waiver byBuyer of such claim irrespective of whether the facts giving rise to such claimshall have then been discovered or of whether processing, further manufacture,other use or resale of the goods shall have then taken place. (b) BUYER'SEXCLUSIVE REMEDY SHALL BE FOR DAMAGES, AND DILAB BIOTECHNOLOGY'S TOTALLIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CAUSEWHATSOEVER (WHETHER SUCH CAUSE BE BASED IN CONTRACT, NEGLIGENCE, STRICTLIABILITY, OTHER TORT OR OTHERWISE) SHALL IN NO EVENT EXCEED THE PURCHASE PRICEOF THE GOODS IN RESPECT TO WHICH SUCH CAUSE ARISES OR, AT DILAB BIOTECHNOLOGY'SOPTION, THE REPAIR OR REPLACEMENT OF SUCH GOODS, AND IN NO EVENT SHALL DILABBIOTECHNOLOGY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGESRESULTING FROM ANY SUCH CAUSE. DILAB BIOTECHNOLOGY shall not be liable for, andBuyer assumes liability for, all personal injury and property damage connectedwith the handling, transportation, possession, processing, further manufacture,or other use or resale of the goods, whether the goods are used alone or incombination with any other material. The Products are not to be used in humans.In the absence of any express written Agreement to the contrary, Products soldby DILAB BIOTECHNOLOGY, INC. are for research-use-only (RUO), for the exclusiveuse of the Buyer, and are not to be resold, for the exclusive use of the Buyer,and are not to be resold. Buyer must receive written authorization from DILABBIOTECHNOLOGY prior to returning any goods or receiving payment for returntransportation charges for such goods. Goods returned due to Buyer order errorare subject to a restocking charge equal to fifty percent (50%) of the listprice of the returned goods, plus shipping charges. Custom, bulk and/or specialorders are final and cannot be canceled or returned to DILAB BIOTECHNOLOGY.Buyer shall not accept a damaged or short shipment until the delivery carrierhas made a "damage" or "shortage" notation on Buyer's copyand the carrier's copy of the freight bill. (c) If DILAB BIOTECHNOLOGYfurnishes technical or other advice to Buyer, whether or not at Buyer'srequest, with respect to processing, further manufacture, other use or resaleof the goods, DILAB BIOTECHNOLOGY shall not be liable for, and Buyer assumesall risk of, such advice and the results thereof.
3，PURCHASE ORDERS,INVOICING, PAYMENT AND PRICING ADJUSTMENTS
DILAB BIOTECHNOLOGY reserves the right toaccept or reject any purchase orders placed by Buyer. Depending upon or sizeand/or content, DILAB BIOTECHNOLOGY reserves the right to require partial orfull upfront payment prior to Product delivery. Once received by DILABBIOTECHNOLOGY, Buyer has no rights to modify or cancel unilaterally unless DILABBIOTECHNOLOGY agrees in writing to modify or cancel said purchase order. Uponor after delivery of the Products, DILAB BIOTECHNOLOGY shall invoice Buyer forthe amount and type of Products delivered. Each invoice issued by DILABBIOTECHNOLOGY hereunder shall reference the Purchase Order number, and shallspecify: (a) the Prices in respect of the Products delivered; (b) the quantityand type of Products delivered; (c) the amount of tax due (if any) in respectof the Products delivered; and (d) any other amounts reimbursable to DILABBIOTECHNOLOGY (if any) pursuant to this Agreement. Unless otherwise specified,payment terms are net thirty (30) days from the date of invoice receipt by thecustomer, freight on board (F.O.B.) shipping. DILAB BIOTECHNOLOGY is not liablefor any loss or damage during the course of shipping and all responsibility forloss or damage passes to the Buyer upon Buyer's carrier pickup of goods. Titleto the Products will pass to Buyer upon DILAB BIOTECHNOLOGY's delivery of theproducts to the carrier, subject to the limitations provided in these terms andconditions. The price and terms of payment herein specified may be revised atany time by written notice to Buyer. Buyer may pay by check, credit card, moneyorder or wire transfer at Buyer's discretion. Buyer shall be responsible forpaying any bank fees in the issuance of any payment, while DILAB BIOTECHNOLOGYshall be responsible for paying any bank fees associated with receipt of anypayment including intermediary bank fees.
4，SHIPPING ANDTAXES DUE
Freight, shipping and handling charges areprepaid and added to the invoice. Any increase in freight, shipping or handlingrates paid by DILAB BIOTECHNOLOGY on shipments covered by this contract andhereafter becoming effective and any tax or governmental charge or increase insame (excluding any franchise or income tax or other tax or charge based onincome) (a) increasing the cost to DILAB BIOTECHNOLOGY of producing, selling ordelivering the goods or of procuring materials used therein or (b) payable byDILAB BIOTECHNOLOGY because of the production, sale or delivery of the goods,such as Sales Tax, Use Tax, Retailer's Occupational Tax, Gross Receipts Tax,Value Added Tax, may, at DILAB BIOTECHNOLOGY's option, be added to the priceherein specified. Buyer is solely responsible for any applicable sales, use, orsimilar tax and shall indemnify DILAB BIOTECHNOLOGY for any such tax if notproperly paid by Buyer.
5，FORCE MAJEURE ANDDELIVERY DELAYS
Deliveries may be suspended by either partyin the event of: Act of God, war, riot, fire, explosion, accident, flood,sabotage, labor dispute; lack of adequate fuel, power, raw materials, labor,containers or transportation facilities; compliance with governmental requests,laws, regulations, orders or actions; breakage or failure of machinery orapparatus or any other event, whether or not of the class or kind enumeratedherein, beyond the reasonable of such party; which event makes impracticablethe manufacture, transportation, acceptance or use of a shipment of the goodsor of a material upon which the manufacture of the goods is dependent.Deliveries suspended or not made by reason of this section shall be cancelledwithout liability, but this contract shall otherwise remain unaffected.
6，BUYER'S CREDIT
DILAB BIOTECHNOLOGY reserves the right,among other remedies, either to terminate this contract or to suspend furtherdeliveries under it in the event Buyer fails to pay for any one shipment whenpayment for said shipment becomes due. Should Buyer's financial responsibilitybecome unsatisfactory to DILAB BIOTECHNOLOGY, cash payment or securitysatisfactory to DILAB BIOTECHNOLOGY may be required by DILAB BIOTECHNOLOGY forfuture deliveries and for the goods theretofore delivered.
Buyer shall be liable to DILABBIOTECHNOLOGY for (a) interest at a rate equal to the highest applicable lawfulinterest rate on invoiced amounts not paid within thirty (30) days after theinvoice date, with interest to accrue monthly until full payment is receivedand (b) all costs and fees, including attorneys' fees, which DILABBIOTECHNOLOGY may incur in any action to collect said overdue invoice amounts.
7，PROHIBITION OFTRANSFER
In the absence of an express writtenAgreement to the contrary, all Products are sold by DILAB BIOTECHNOLOGY for theexclusive use of the Buyer and shall not to be resold, transferred, orconveyed, in whole or in part, to any other party.
8，INDEMNIFICATIONBY BUYER
Buyer shall hold harmless, indemnify anddefend (at DILAB BIOTECHNOLOGY's request) DILAB BIOTECHNOLOGY for any and alldamages, liabilities, costs and expenses (including any costs of litigation,including but not limited to, attorneys' fees and any other costs andexpenses), 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)Buyer's negligent or willful acts, or those of its employees and/or agents, (b)such Products being repaired or altered by persons other than DILABBIOTECHNOLOGY (unless expressly authorized in writing by DILAB BIOTECHNOLOGY),(c) in the event that Buyer modifies, or combines with any non-DILABBIOTECHNOLOGY goods or products, any of the Products purchased from DILABBIOTECHNOLOGY, and such modification or combination results in the actual oralleged infringement of any intellectual property rights of any third party,(d) from Products produced by DILAB BIOTECHNOLOGY according to Buyer'sspecifications, (e) any violations of export control laws by Buyer, or (f)Buyer's breach of any provision in these Terms.
9，ANTI-BRIBERY ANDANTI-CORRUPTION
Neither Party, directly or indirectly,intends to use the proceeds of any transaction covered under this Agreement forany purpose which would breach any applicable anti-bribery or anti-corruptionlegislation in which either Party or its Affiliates conduct business.
10，JURISDICTION
The validity, interpretation andperformance of this contract and any dispute connected herewith shall begoverned and construed in accordance with the laws of the People's Republic ofChina. All disputes in connection with this Contract or the execution thereofshall be settled through amicable consultation between both Parties. In case nosettlement can be reached through consultation, the dispute should be submittedfor arbitration to China International Economic and Trade ArbitrationCommission, under Chinese law and international practice in accordance with thethen effective Arbitration Rules of the said Commission. The arbitration placeshould be Beijing. The arbitral award rendered by the said Commission shall befinal and binding upon both parties.
11，SEVERABILITY
If any term, condition or provision of thiscontract or the application thereof is judicially determined to be invalid orunenforceable, the remainder of this contract and the application thereof shallnot be affected thereby, and this contract shall otherwise remain in full forceand effect.
12，ENTIRE CONTRACT
These terms and conditions constitute thefull understanding of the parties, a complete allocation of risks between themand a complete and exclusive statement of the terms and conditions of the Buyeraccepting an invoice. Except as provided in Section 6 hereof, no conditions,usage of trade, course of dealing or performance, understanding or Agreementpurporting to modify, vary, explain or supplement the terms or conditions ofthis contract shall be binding unless hereafter made in writing and signed by theparty to be bound, and no modification shall be effected by the acknowledgmentor acceptance of purchase order or shipping instruction forms containing termsor conditions at variance with or in addition to those set forth herein. Nowaiver by either DILAB BIOTECHNOLOGY or Buyer with respect to any breach ordefault or of any right or remedy and no course of dealing, shall be deemed toconstitute a continuing waiver of any other breach or default or of any otherright or remedy, unless such waiver be expressed in writing signed by the partyto be bound.