TERMS AND CONDITIONS
ALL SALES ORDER (THE ORDER) ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON BUYER'S ASSENT THERETO. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON SELLER (PI(π)) UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF PI(π).

1. DELIVERY
Whenever possible, PI(π) will deliver the product(s) by the method specified on the Order. PI(π) works closely with EMS, DHL, FedEx, UPS, TNT, China postal service and other transport companies. PI(π) reserves the right, in its discretion, to determine the exact method of shipment. For hazardous materials covered by the Chinese Department of Transportation, PI(π) will select the most appropriate and cost effective method.
PI(π) reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Additional expenses and delays in shipment may be experienced when deviating from carriers. Delay in delivery of any installment shall not relieve Buyer of Buyer's obligations to accept remaining deliveries.
Immediately upon the receipt of any product(s) shipped hereunder, Buyer shall inspect the same and shall notify PI(π) in writing of any claims for shortages, defects or damages and shall hold product(s) for PI(π)'s written instructions concerning disposition. If Buyer fail to so notify PI(π) within 7 days after the product(s) have been received by Buyer, such product(s) shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by Buyer.
Any specified delivery dates are estimates only and do not represent a promise by PI(π) to deliver product(s) at a date certain. PI(π) shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond PI(π)'s reasonable control, including, but not limited to, unsuccessful reactions, act(s) of Buyer, embargo or other governmental act, regulation or request affecting the conduct of PI(π)'s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices. If any such event continues for longer than 180 days, either party may terminate the Order and Buyer will pay PI(π) for work performed prior to termination and all reasonable expenses incurred by PI(π) as a result of termination. In the event of delays in delivery or performance caused by force majeure or by Buyer, the date of delivery or performance shall be extended by the period of time PI(π) is actually delayed or as mutually agreed. If, for reasons other than the foregoing, PI(π) should default or delay or not deliver product(s), Buyer’s sole remedy against PI(π) is an option to cancel the Order, through prior written notice to PI(π).


2. PRICES
All prices are in U.S. dollars and FOB/FCA Shanghai Intercoterms 2010 unless otherwise provided on the Order.
Current standard published shipping charges and the handling charges (packages included) will be added to the invoice. PI(π) can also ship freight collect, if Buyer desires. Buyer may also provide the carrier account number, which will be used by carrier to charge the taxes and duties. Buyer shall specify whether to have delivery charged to this account or added to the invoice.
Packages will be charged for special chemicals, eg: certain poisonous, reactive, corrosive or other chemicals which require a barrier bag, steel can, and/or other special packaging for shipment. PI(π) will advise Buyer of the charges at the time the Order is placed. PI(π) strives to minimize these costs through efficient packaging.
PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. In cases where the selling prices have changed, PI(π) will contact Buyer for approval prior for shipment.

3. PAYMENT
PI(π)’s PAYMENT TERMS ARE NET 30 DAYS OF DATE OF INVOICE, UNLESS OTHERWISE STATED. PI(π) reserves the right, in its discretion, to change the terms of payment in full or in part in advance of shipment. Accounts 30 days past due are subject to a 1% late charge per month on the unpaid balance. For overseas transactions, Buyer shall pay PI(π)'s banking charges on the Order.
In the event of default by Buyer in the payment of the invoice of any Order, PI(π), at its option, without prejudice to any other of PI(π)'s lawful remedies, may defer delivery, cancel the Order, or sell any undelivered product(s) on hand for the account of Buyer and apply such proceeds as a credit, without set-off or deduction of any kind, against the Order price, and Buyer agrees to pay the balance then due to PI(π) on demand. Buyer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Buyer in any of the terms hereof.


4. TAXES AND OTHER CHARGES
Sales tax, duty, inspection or testing fee, or any other tax, fee or charge whatsoever imposed by any governmental authority on the transaction or measured by the transaction between PI(π) and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event PI(π) is required to pay any such tax, fee or charge, Buyer shall reimburse PI(π) therefore; or in lieu of such payment, Buyer shall provide PI(π) an exemption certificate or other documents acceptable to the authority at the time the Order is submitted.

5. ORDER CHANGES/CANCELLATIONS
The Order hereby acknowledged shall not be changed, amended or canceled by Buyer unless expressed agreed to in writing by an authorized officer of PI(π). There are no representations, agreements, promises, or understandings between Buyer and PI(π) that are not expressed by written agreement signed by both Buyer and PI(π) herein.
In such event that Buyer may cancel the Order, PI(π) will advise Buyer of the total charge for such cancellation, and Buyer agrees to pay such charges, including, but not limited to, cost of producing non-standard materials, cost of producing non-returnable materials, storage and shipment costs, cancellation costs imposed on PI(π) by its suppliers, and any other cost resulting from cancellation of the Order by Buyer which is permitted by PI(π).
Bulk, Custom Synthesis, and Special Order items are non-cancellable.


6. CLAIMS FOR LOST OR DAMAGED SHIPMENTS
Buyer shall inspect all packages immediately upon the receipt of any product shipped hereunder. Any claims of damage, shortage, or defect should be reported in writing to PI(π) as soon as possible. CLAIMS FOR THESE DISCREPANCIES MUST BE MADE WITHIN 7 DAYS OF BUYER’S RECEIVING THE PRODUCT(S). If Buyer fails to report such of claim in 7 days to PI(π), such product(s) shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by Buyer.
All product are sold FOB/FCA PI(π)'s shipping point unless otherwise noted. Delivery of product(s) to the carrier at PI(π)'s plant or to other loading point, shall constitute delivery to Buyer, and regardless of shipping terms, Buyer shall bear all risk of loss or damage in transit. PI(π) reserves the right, in its discretion, to determine the exact method of shipment.
Buyer should contact PI(π) and fill the form PI(π) provided for the claims.


7. RETURNS
Product(s) will be not accepted for return except with PI(π)'s writing permission, and then only in strict compliance with PI(π)'s return shipment instructions.
Some materials are not returnable to PI(π), including, but not limited to, custom or special order materials, bulks, leaking or damaged chemicals, diagnostic reagents, refrigerated or frozen product(s), reagents past expiration date, and items with missing or obliterated labels.
REQUESTS FOR RETURN AUTHORIZATION NUMBERS MUST BE MADE WITHIN 7 DAYS OF BUYER’S RECEIVING THE PRODUCT(S). Final disposition of returned product(s) will be made only after the receipt and inspection of product(s). Any returned items may be subject to a 20% processing fee, a minimum charge of $20.00 and a maximum charge of $150.00. Hazardous product(s) must be shipped in compliance with all applicable Department of Transportation regulations.


8. PATENTS
PI(π) does not warrant that the use or sale of the product(s) delivered under will not infringe the claims of any patents covering the product(s) or the use thereof in combination with other product(s) or in the operation of any progress. Buyer must be responsible for determining the existence of such patents.


9. LIMITED WARRANTIES/LIABILITY
The information included in PI(π) ’s document(s) has been obtained from normally reliable and dependable sources and it’s believed to be accurate and represents the best knowledge available to PI(π) currently; however, PI(π) cannot guarantee it as such. Buyer agrees that Buyer has the responsibility to fully determine the accuracy and completeness of any technical data concerning any product or use. PI(π) MAKE NO OTHER REPRESENTATIONS OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO PI(π)’s PRODUCT(S), WHETHER USED ALONE OR IN CONNECTION WITH ANY OTHER SUBSTANCE.
PI(π)'s sole and exclusive liability and Buyer's exclusive remedy with respect to product(s) proved to PI(π)'s satisfaction to be defective or nonconforming shall be replacement of such product(s) without charge or refund of the purchase price actually paid therefore by the purchaser, in PI(π)'s sole discretion, upon the return of such product(s) in accordance with PI(π)'s instructions. IN NO EVENT SHALL PI(π) BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCT(S), EVEN IF PI(π) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCT(S) OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT(S) INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE.


10. BUY’S USE OF THE PRODUCT(S)
All products are intended primarily for laboratory research purposes and, unless otherwise stated on the labels, not be used for any other purposes, including but not limited to, for drug, food additives, household chemicals, cosmetics for human and animal application or other inappropriate applications.
All products should be treated as potentially harmful. Buyer acknowledges that the product(s) have not been tested by PI(π) for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in PI(π)'s document(s) furnished to Buyer. Buyer expressly represents and warrants to PI(π) that Buyer will properly test, use, manufacture and market any product(s) purchased from PI(π) and/or materials produced with product(s) purchased from PI(π) in accordance with the practices of a reasonable person who is qualified, suitably trained, and familiar with (a) the health and safety hazards associated with the handling of the product(s) purchased; (b) industrial hygiene controls necessary to protect its workers from such health and safety hazards; (c) the need to adequately warn of health and safety hazards associated with product(s); and (d) all applicable laws and regulations, now and hereinafter enacted.
Buyer realizes that, since PI(π)'s products are, unless otherwise stated, intended primarily for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory. Buyer assumes responsibility to assure that the Product(s) purchased from PI(π) are approved for use under TSCA, if applicable.
Buyer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using product(s) purchased from PI(π). Buyer also has the duty to warn Buyer's customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the product(s).
All compounds are supplied on the condition that Buyer acknowledges that there are hazards associated with their use and alone accepts total responsibility for their use and any misuse, and for safe disposal of all such compounds.
If the Product(s) purchased from PI(π) are to be repackaged, relabeled or used as starting material or components of other product(s), Buyer agrees that Buyer will verify PI(π)'s assay of the Product(s). No Product(s) purchased from PI(π) shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.

11. BUYER’S INDEMNITY
Claims for defective or nonconforming product(s), or any other claim against PI(π), must be made in writing and must be received and acknowledged by PI(π) in writing within seven (7) days of Buyer's receipt of the product(s) in question. Any claims not satisfying this condition shall be deemed waived. Upon the approved return of any such product(s), PI(π) shall be replacement of such product(s) without charge or refund of the purchase price actually paid therefore by Buyer, in PI(π)'s sole discretion, upon the return of such product(s) in accordance with PI(π)'s instructions.

BUYER'S EXCLUSIVE REMEDY, FOR ANY CAUSE OR CLAIM WHATSOEVER, INCLUDING BUT NOT LIMITED TO ALLEGED BREACH OF WARRANTY, PRODUCT(S) LIABILITY, NEGLIGENCE, OR OTHERWISE, SHALL BE FOR MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE PURCHASEPRICE PAID BY PURCHASER FOR THE PRODUCT(S) IN RESPECT TO WHICH THE CLAIM IS MADE.

12. TECHNICAL ASSISTANCE
At Buyer's request, PI(π) may, at PI(π)'s discretion, furnish technical assistance and information with respect to PI(π)'s product(s). BUYER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED IN RELYING ON THIS INFORMATION. PI(π) MAKES NO WARRANTIES OF ANY KIND OR NATURE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY PI(π) OR PI(π)'S PERSONNEL. ANY SUGGESTIONS BY PI(π) REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCT(S) SHALL NOT BE CONSTRUED AS AN EXPRESS OR IMPLIED WARRANTY.


13. GOVERNING LAW
These Terms and Conditions, and all transactions made further to them, shall be subject to the UN Convention on Contracts for the International Sale of Goods and Chinese laws.


14. DISPUTES AND ARBITRATION
Any dispute arising from or in connection with the Order shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) Shanghai Sub-Commission (Arbitration Center) for arbitration which shall be conducted in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon Buyer and PI(π).


15. Miscellaneous
These Terms and Conditions shall be considered as separate items and conditions. PI(π)’s failure to strictly enforce any particular term or condition contained herein or to exercise any right with respect the Order shall not constitute a waiver of PI(π)'s right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies are cumulative and are in addition to any other rights and remedies PI(π) may have at law or in equity. Any waiver of a default by Buyer shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any of these terms shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The section headings herein are for convenience only; they form no part of the Terms and Conditions and shall not affect their interpretation. These Terms and Conditions shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.