Application and entire agreement

1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you or Customer) from Across Biotech Jinan Co., Ltd a company registered in China under number 91370102MA3UF2L006 whose registered office is Room 4F467, 4th Floor, Zhongrun Century Center Building 3, Jingshilu Road No.12111, Lixia District, Jinan, China (we or us or Supplier).
2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
3. These Terms and Conditions and the quotation (together with the PI and Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

4. A “business day” means any day other than a Saturday, Sunday, or bank holiday in China.
5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
6. Words imparting the singular number include the plural and vice-versa.

Goods

7. The description of the Goods is set out in our sales documentation unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement. promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
8. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.

Price

9. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.

10. Any increase in the Price under the clause above will only take place after we have told you about it.
11. You may be entitled to discounts. Any and all discounts will be at our discretion.

12. The Price is inclusive of fees for packaging and negotiable for transportation/delivery.

Cancellation and alteration

Cancellation and alternation

13. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration with notice.

14. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 14 days or negotiable from the date shown in it unless expressly withdrawn by us at an earlier time.

15. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.

Payment

16. We will invoice you for the Price either:
17. on or at any time before delivery of the Goods; or
18. where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods. at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
19. You must pay the Price within 15 days of the date of our invoice or otherwise according to any credit terms agreed between us.
20. if you do not pay within the period set out above, we will suspend any further deliveries to you.
21. Time for payment will be of the essence of the Contract between us and you.
22. All payments must be made in US Dollars; British Pounds, or Other Currencies unless otherwise agreed upon in writing between us.
23. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction on withholding except as required by law and neither party is entitled to assert any credit. set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

Delivery

22. We will arrange for the delivery of the Goods to the address specified in the quotation. Or your order or to another location we agree in writing.
23. if you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
24. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to8 pm.
25. if you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
26. store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including but not limited to, transportation, storage, and insurance; and/or
27. make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery, and/on
28. after 10 business days. resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
29. if redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
30. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

Inspection and acceptance of Goods

28. You must inspect the Goods on delivery or collection.
29. if you identify any damages or shortages, you must inform us in writing within 7 days of delivery, providing details.
30. Other than by agreement. we will only accept returned Goods if we are satisfied that those Goods are defective and if required. have carried out an inspection.
31. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, replace, or refund the Goods or part of them.
32. We will be under no liability or further obligation in relation to the Goods if:
33. if you fail to provide notice as set above; and/or
34. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
35. the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use, and maintenance of the Goods; and/or
36. the defect arises from normal wear and tear of the Goods: and/or
37. the defect arises from misuse or alteration of the Goods, negligence, wilful damage, or any other act by you, your employees or agents, or any third parties.
38. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 10 days after delivery.

Risk and title

34. The risk in the Goods will pass to you on completion of delivery.
35. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
36. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods: and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
37. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

Limitation of liability

38. Our liability under the Contract, in breach of statutory duty, and in tort, misrepresentation, or otherwise will be limited to this section.
39. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
40. Our total liability will not. in any circumstances. exceed the total amount of the Price payable by you.
41. We will not be liable (whether caused by our employees, agents, or otherwise) in connection with the Goods, for:
42. any indirect, special, or consequential loss, damage, costs, or expenses; and/or
43. any loss of profits: loss of anticipated profits: loss of business: loss of data; loss of reputation or goodwill: business interruption; or, other third party claims; and/or
44. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
45. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations: and /on
46. any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
47. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence: or for any matter for which it would be illegal for us to exclude or limit our liability: and for fraud or fraudulent misrepresentation.

Circumstances beyond the control of either party

43. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to:

industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, or any other event that is beyond the control of the party in question.

No Waiver

44. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

Severance

45. If one or more of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

46. This Agreement shall be governed by and interpreted according to the law of China and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the China courts.