Terms and Conditions
Governing Terms
All products, materials, components, goods, commodities, software, technology and any other items (the “Products”) and services offered for sale by Get Bio Pak Co., Ltd and its affiliates and subsidiaries (collectively, “GETBIOPAK”) are sold subject to these terms and conditions of sale (these “Terms and Conditions”) . These Terms and Conditions shall apply to the sale of the Products and/or services described in the WWW.GETBIOPAK.COM Quotation, Sales Order, Invoice, or other contract documentation to which these Terms and Conditions are attached or incorporated by reference. Except as expressly agreed by an authorized representative of GETBIOPAK in writing, no other terms and conditions, including any terms and conditions attached to, or contained within, Buyer’s request for quotation, acknowledgment, purchase order or other contract documentation shall apply. Buyer’s acceptance of the Products or services delivered by Entegris shall constitute an affirmation by Buyer that these Terms and Conditions govern the purchase and sale of the Products or services. THESE TERMS AND CONDITIONS SHALL SUPERSEDE ANY ADDITIONAL, DIFFERENT OR CONFLICTING TERMS PROPOSED BY BUYER OR CONTAINED ON BUYER’S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER.
Prices, Taxes and Payment
All prices are firm unless otherwise agreed to in writing. GETBIOPAK reserves the right to change the prices and specifications of its Products at any time without notice. Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event GETBIOPAK is required to prepay any such tax, Buyer will reimburse GETBIOPAK. Payment terms shall be net 30 days after shipment by GETBIOPAK. An interest charge equal to 1 1/2% per month (18% per year) will be added to invoices outstanding beyond 30 days after shipment. In addition GETBIOPAK reserves the right to require pre-paid payment terms from any Buyer whose account is overdue for a period of more than 60 days or who has an unsatisfactory credit or payment record. GETBIOPAK may also refuse to sell to any person until overdue accounts are paid in full. Buyer hereby grants to GETBIOPAK a purchase money security interest in the Products sold to Buyer and the proceeds thereof in the amount of the purchase price until such purchase price is indefeasibly paid in cash in full. Buyer hereby authorizes GETBIOPAK to file such financing statements and other instruments that GETBIOPAK desires to perfect, protect or enforce GETBIOPAK’ security interest.
Delivery and Shipment
GETBIOPAK will make every effort to ship the Products or provide the services hereunder in accordance with the requested delivery date, provided that GETBIOPAK accepts no liability for any losses or for general, special or consequential damages arising out of delays in delivery. GETBIOPAK may make partial deliveries. All partial deliveries will be separately invoiced by GETBIOPAK and shall be paid for when due by Buyer regardless of the timing of any subsequent delivery. Any delay in delivery of any partial installment shall not relieve Buyer of its obligation to accept remaining deliveries. All shipment costs shall be paid by Buyer, and if prepaid by GETBIOPAK, the amount thereof shall be reimbursed to Entegris. Any and all claims for loss or damage to the Products in transit should be made directly to the carrier and not to GETBIOPAK.
Title
Title to the Products shall remain with GETBIOPAK until the occurrence of the following events:
a) when the point of origin of the shipment is within the country of destination, upon the shipment of the Products from the GETBIOPAK facility;
b) when the point of origin of the shipment is not within the country of destination, upon the arrival of the Products at the Port of Entry of the destination country.
Risk of Loss
The risk of loss or damage to the Products shall be assumed by Buyer upon the occurrence of the following events:
a) when the point of origin of the shipment is within the country of destination, upon the shipment of the Products from the GETBIOPAK facility;
b) when the point of origin of the shipment is not within the country of destination, upon the arrival of the Products at the Port of Entry of the destination country.
Inspection
Buyer shall be responsible for inspecting all Products shipped hereunder prior to acceptance, provided, that if, Buyer shall not have given GETBIOPAK written notice of rejection within 20 days following shipment to Buyer, the Products shall be deemed to have been accepted by Buyer.
Returned Products
No Products shipped under these Terms and Conditions may be returned without the express prior authorization of GETBIOPAK. All returns of Products are subject to a restocking charge. No returns will be authorized after 60 days following shipment to Buyer.
Technical Advice
GETBIOPAK may, at Buyer’s request, furnish technical assistance, advice and information with respect to the Products, if and to the extent that such advice, assistance and information is conveniently available. It is expressly agreed that there is no obligation to provide such information which is provided without charge at the Buyer’s risk, and which is provided subject to the disclaimers set forth in paragraph 7.
Modifications, Waiver, Termination
These Terms and Conditions may be modified, and any breach hereunder may be waived, only by a writing signed by the party against whom enforcement thereof is sought. GETBIOPAK reserves the right, among other remedies, either to terminate or suspend further deliveries under these Terms and Conditions in the event Buyer fails to pay for any shipment or release when the same is due in accordance with GETBIOPAK’ invoice.
Cancellation Prior to Shipment
In the event Buyer requests that an order for Products or services which it has placed with Entegris be cancelled prior to shipment, and with which request GETBIOPAK agrees, Buyer shall be liable to GETBIOPAK for all Products already manufactured at the time of notice of cancellation and all costs incurred by GETBIOPAK as a result of such cancellation, including but not limited to, cancellation costs to suppliers and unreimbursed advances on Products, if any, together with any specifically identifiable incidental and consequential expenses.
Performance
Unless otherwise agreed to in writing, GETBIOPAK reserves the right to make design changes which GETBIOPAK believes will improve its Products. GETBIOPAK may also satisfy customer purchase orders by shipping 90-110% of ordered quantities for nonstandard Products depending on actual yield from such nonstandard Product runs. GETBIOPAK shall only charge Buyer for actual quantities shipped. GETBIOPAK’ performance shall be excused in the event of strikes, accidents, fires, unavailability of materials and all other causes beyond the control of GETBIOPAK. The quantity shipped during any month may be limited by GETBIOPAK to either: (a) the average of the monthly quantities purchased by Buyer for the preceding month(s) or (b) the maximum quantity to be purchased divided by the number of months in the period of the contract documentation.
Sale Conveys Limited License; No Reverse Engineering
Buyer acknowledges that the Products, components of the Products, and methods of making and using the Products are protected by intellectual property rights owned by GETBIOPAK. GETBIOPAK is and shall remain the sole and exclusive owner of any software and any intellectual property incorporated into or embodied in the Products at all times. The Products are offered for sale and sold by GETBIOPAK hereunder expressly subject to the condition that such sale does not convey any license, expressly or by implication, estoppel or otherwise, under any intellectual property rights of GETBIOPAK with respect to any invention of Entegris or any third party, patented or not patented, embodied in GETBIOPAK’ Products, processes, sales literature or manufacturing operations; except that GETBIOPAK hereby grants to Buyer, under GETBIOPAK’ intellectual property rights, a limited, non-exclusive, non-transferable, non-sublicensable, nonassignable license to use such GETBIOPAK intellectual property solely as necessary to use the Products in Buyer’s business. Seller expressly reserves all of its rights under such intellectual property rights, and no manufacture to Buyer’s specifications grants any ownership by or conveyance to Buyer of or to any property right in any invention of GETBIOPAK. Buyer shall not attempt to reverse engineer or otherwise discover GETBIOPAK’ intellectual property, patentable, patented or non-patented inventions, trade secrets, secret processes or other confidential information embodied or contained in GETBIOPAK’ Products.
Tool Ownership
All tools, dies, and patterns produced by or at the request of GETBIOPAK, or otherwise utilized by GETBIOPAK in the production of any Products sold to Buyer, shall remain the exclusive property of GETBIOPAK. GETBIOPAK reserves the right to advertise and/or sell any of the foregoing items and any of its Products produced therewith, unless otherwise specifically agreed to in writing by an authorized representative of GETBIOPAK.
