Customer Terms & Conditions of Business (Sales)
Effective: January 1, 2023
UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS OF SALE (“TERMS AND CONDITIONS”):
Definitions. In these terms and conditions, the following definitions shall apply:
Clinical Trial Products
Means any products ordered from Andwin by You including medical equipment and medical supplies which are ordered by You for use strictly in connection with any clinical trial;
Clinical Trial Services
Means, without limitation, the sourcing, procurement, tracking, management and/or distribution, of medical equipment and medical supplies for clinical trials;
Means any contract between Andwin and You incorporating these Terms for the sale of Clinical Trial Products and/or the provision of the Clinical Trial Services;
Means Your purchase order form Andwin, or Your written acceptance of an Andwin Quotation, as the case may be;
Means any item ordered from Andwin;
Means, where provided by Andwin, the form completed by Andwin and signed by You, confirming the price for the Clinical Trial Products and Services specific to Your order;
Means, without limitation, the sourcing, procurement, tracking, distribution, and/or management services of Products.
These terms and conditions (“Terms”) apply to your Clinical Trial Project Management Services (“CTPM”) provided by Andwin Scientific (“Andwin”), according to the detailed description in Your quotation (“Quotation”) or other statement of work (“SOW”), as submitted by Andwin and accepted by your company (“You”). Quotations will not form part of the Contract unless accepted by signature by both You and Andwin within the time period specified on the Quotation ("Quotation Offer Period"). Quotations may be withdrawn by Andwin at any time during the Quotation Offer Period by oral or written notice. Notwithstanding this, Andwin shall have the right to refuse to accept any orders placed for Products and/or Services under the Quotation. Unless Your order is subject to a valid, written, executed agreement between You and Andwin, in which case such agreement apples, You agree to be bound by these Terms. Terms apply when Andwin sends a written confirmation of accepting Your order. If any conditions within the Agreement documents conflict with each other, we will give them the following priority: (a) valid, executed, written agreement; (b) any quotation terms; and (c) finally these Terms. We expressly reject any different terms or provisions contained in any document you provide, and these Terms differ from the terms of Your offer, these Terms will serve as the governing terms for our Contract. These Terms and conditions shall apply to all Product and Services provided by Andwin.
The Contract between You and Andwin shall come into effect on the acceptance of Andwin of Your Order. No Order shall be deemed accepted by Andwin until confirmed in writing by an Andwin authorized representative. You shall be responsible for the accuracy of an Order and for giving us any information necessary to perform the Contract. If You approve sample Products supplied by Andwin then You shall have no claim in respect of, nor any right to reject, the Products, provided those Products are of the same description, specification, quality and fitness for purpose as the sample.
Delivery and Performance
Andwin shall deliver the Products to the location set out in the Order or such other location as the parties may agree to in writing. We will use Andwin reasonable commercial means to ensure delivery and/or performance on the dates specified in the Order, but dates for delivery and/or performance are estimates only and are not guaranteed. Time is not of the essence in relation to such dates and late delivery or performance shall not entitle You to cancel the Order. They are also subject to any matter beyond the reasonable control of Andwin. Delivery shall be deemed to occur when Products are delivered to You at the time when Products arrive at the delivery location, unless agreed upon differently, in writing, by the parties. If Products are to be delivered in installments, each delivery shall constitute a separate and distinct Contract. Failure by Andwin to deliver, or a claim by You regarding, any installment under a separate and distinct contract shall not entitle You to repudiate and/or terminate the Contract as a whole or any other separate and distinct contract or Order. Where Services are to be performed in stages, each stage shall constitute a separate and distinct contract. Failure by Andwin to deliver, or any claim by You in respect of, any stage under a separate and distinct Contract shall not entitle You to repudiate and/or terminate the Contract as a whole or any other separate and distinct contract or Order. Andwin shall not be required to fulfil Orders for Products and/or Services in the sequence in which they are placed. If We agree that the Products are to be collected from Andwin by You then You shall collect the Products within three (3) business days of being notified that the Products are ready for collection. If the Products are not collected by You within this time, Andwin may store the Products at Your expense and risk until collection. Andwin has the right to subcontract its obligations under Contract to vetted and Andwin approved third parties (“Approved Third Parties”). All such Approved Third Parties shall comply to and perform in accordance with the term of this Terms & Conditions.
The verification of compatibility and functionality of approved ancillary products and medical equipment is to be provided by the customer.
Andwin may its prices at any time without notice. Quoted prices are valid for thirty (30) days, unless otherwise stated in writing. All quoted prices exclude consultation, implementation, installation set-up and training unless otherwise stated in writing. CTPM quotes are subject to change, both in amount and timeline, when the complexity of studies, number of regions, number of shipments, number of dedicated project management hours, has exceeded the SOW.
For all rented goods, the rental fees stipulated in the applicable Scope of Work (SOW) will remain subject to fulfillment by the Customer until the receipt of the goods by Andwin or the designated agreed to return location specified in the SOW.
After acceptance by Andwin, Your order will not be subject to cancellation or reduction in any amount without Andwin’s written consent. Any other changes to an order requested by You will require the prior written approval of Andwin, which approval may be subject to price adjustments as determined on a case-by-case basis.
Unless otherwise indicated on quotation, You must pay invoiced within 30 days from the invoice date in USD or currency specified in Andwin’s invoice. Each order is a separate transaction and may not offset payment from one order against another. We reserve the right to require full or partial payment in advance. We will not accept credit card payments after the time of Your purchase. If You default on payment when due, Adwin at its option and without prejudice to other remedies, may delay performance, defer delivery, charge interest on undisputed amounts owed and or terminate the agreement. If Andwin appoints a collection agency or attorney to recover unpaid amounts, You must pay, to the extent permitted by applicable law, all reasonable costs of collection, including all associated reasonable attorney fees.
Postponements and Cancellations
Andwin may comply with reasonable requests by You for postponement of delivery and/or performance but shall be under no obligation to do so. Where delivery and/or performance is postponed at Your request and Andwin has agreed to that postponement, Andwin may require that You pay the additional costs and expenses incurred as a result of the postponement and/or cancellation including, but not limited to, reasonable charges for storage, transportation and insurance. In addition, You shall be obliged to pay for the Products and/or Services in accordance with as if delivery and/or performance had not been postponed including any increase in pricing of Products and/or Services. If You wish to cancel an Order which has been accepted by Andwin, you must notify Andwin within three (3) business days. Andwin, in its discretion, may agree to the cancellation of the Order and/or termination of the relevant Contract. Andwin’s agreement to terminate the Contract for that Order will only be effective upon an authorized Andwin representative’s agreement in writing. Notwithstanding our acceptance of a cancellation, Andwin may require in its discretion that You indemnify Andwin in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred by Andwin as a result of cancellation. If You purport to cancel an Order without our consent and/or refuse to accept delivery of ordered Products and/or the performance of any ordered Services, You will have no further recourse against Andwin under the Contract; and You shall indemnify and keep Andwin indemnified against any and all lost profits, costs (including increased administration costs and legal costs on a full indemnity basis), expenses, damages and any other loss and/or Liability suffered by Andwin as a result.
Taxes and Fees
Andwin prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to Your order. If they do apply, it is Your responsibility to pay them. If paid by Andwin, the payment will be added to your invoice with a service fee. Any claimed exemptions must be accompanied by a valid signed certificate or letter.
Shipping and Transportation Costs
Shipping cost and delivery dates are estimated. Cost may change due to dim weight, service level, carrier increase, carrier storage, and/or site location. All transportation prices are based on a door-to-door economy service, unless stated otherwise in writing. Title and risk of loss of products will pass to You when the product is loaded onto the commercial carrier at our facility. For international shipments, customs processing fees, broker fees, duties and taxes will be invoiced at time of shipment based on pass through +5% administrative fee. Andwin shall not act as Importer of Record (“IOR”) for any item shipped internationally. Andwin does not credit shipping or transportation charges.
You must inspect delivered products and report claims for defects, damages, shortages or receipt of wrong products which are discoverable on a visual inspection within 48 hours of delivery or the products will be deemed irrevocably accepted and such claims will be deemed waived. However, shipping damage claims must be made by You directly with the shipping company in accordance with such company’s policies, which generally require such claims to be made prior to the time the carrier of the products leaves the delivery destination. You will advise Andwin of such claims. Any acceptable return not due to Andwin error is subject to a minimum 25% restocking fee.
Andwin’s customer service must pre-authorize all product returns. Product may not be returned unless it is damaged, defective, received in error, or as otherwise authorized in the sole discretion of Andwin. Orders for non-defective custom or non-Andwin catalogue items are final sale and may not be cancelled.
You must obtain a returned material authorization (“RMA”) number from a Andwin customer service representative before returning a product, regardless of the reason for the return. You must describe the reason for return in reasonable detail at the time of obtaining the RMA number from Andwin. Andwin will not assume any liability for a product returned without a RMA number, and may refuse to accept delivery of such product and/or return such product to the You at the Your expense. You shall bear all risk of loss or damage in such instance. THE RMA NUMBER AND ORIGINAL INVOICE DATE MUST BE LISTED ON ALL PAPERWORK.
Issuance of an RMA number by Andwin does not guarantee that a return will be accepted. In the case of an alleged damaged or defective product, Andwin will only accept returns if (a) the alleged damage or defect is established to the satisfaction of Andwin; (b) such product is still covered by warranty; and (c) You have notified Andwin in writing within (i) 48 hours of delivery in the case of any damage that is discoverable on a visual. Any damage that is discoverable on a visual inspection must also be reported to the carrier within 48 hours of delivery. Notwithstanding the foregoing, if You discover upon delivery that the product is damaged, You must refuse the damaged product. If You accept the product with visible damage, it must be noted on the carrier’s delivery record so that a claim can be filed with the carrier.
Product shipped in error by Andwin must be reported to Andwin within 48 hours of delivery and returned within 10 days of delivery by You to receive a credit. A credit will not be issued until the returned product is received. If You elect to keep the product or fail to report the error to Andwin within 48 hours of delivery, You will be invoiced for the product.
Except as otherwise provided herein, You are responsible for all costs related to returning the product to Andwin, including freight, shipping and insurance expenses. Andwin does not take possession of a product until it is received in Andwin’s system. Andwin will not be responsible for any damage or loss during shipment. Any freight, shipping or insurance charges associated with a return of a product shipped in error by Andwin will either be credited You. If Andwin replaces or repairs a damaged or defective product or replaces a product shipped in error by Andwin, Andwin will credit all freight, shipping and insurance charges to ship such product to You, provided that You have complied with this Andwin RMA Policy. In these cases, the product must be returned in the original, unopened packaging and in saleable condition, and is subject to quality control inspection prior to acceptance.
Purchase Orders & Credit Terms
We provide credit terms to credit-approved customers only. To set up an account with credit terms, please contact customer service at email@example.com or call toll-free: 1-800-297-1220 (M-F from 8-5 CST).
In accordance with applicable state and local laws, we are required to charge sales tax in the following states
California - Florida - Louisiana - North Carolina - Illinois - Kansas - Massachusetts - Maryland - Connecticut - Mississippi - Rhode Island - Wisconsin - South Dakota - District of Columbia - Tennessee - Maine - Washington - Pennsylvania - Indiana
While the website may not show taxes on your confirmations, your invoices will show it if applicable. If you are tax exempt, provide your tax exemption number when you register and fax a copy to 847.701-2880
Changes in/Discontinuation of Product
Notwithstanding any obligation to supply Products for confirmed Purchase Orders or SOW, Andwin Scientific may, at its option and sole discretion, either discontinue the production of specific products, no longer supply the products, or reduce its supply of products to Purchaser, by providing You with three (3) months written notice of its intent to do so.
Retention of Title
Title to the products purchased by You shall remain with Andwin until it has been paid for in full, You are assuming nevertheless care, custody and risk thereof from the time of delivery. You therefore undertake to obtain at its cost and expense insurance coverage for all risk of loss, theft or destruction, whether partial or total of the products, which shall be declared at their commercial replacement value. Andwin shall be designated beneficiary of any amount paid under the insurance contract in the event of any loss, theft or destruction. You agree to provide Andwin, upon request, with evidence of such risk coverage. Furthermore, from the time of delivery of any product, You shall bear all duties, taxes and charges relating to the use, detention or possession of such product and shall, on demand, indemnify the Andwin against all duties, taxes and charges arising from ownership of such product.
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, embargoes, war, acts of war, insurrections, riots, strikes, lockouts or other labor disturbances, or acts of God; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure.
Any delay in the performance of any of the duties or obligations of either party (“Party or Parties”) hereto caused by an event outside the affected Party’s reasonable control (“Force Majeure”) shall not be considered a breach of this Agreement and the time required for performance shall be extended for a period equal to the period of such delay. Force Majeure shall include, without limitation, acts of God, acts of the public enemy, insurrections, riots, injunctions, embargoes, fires, explosions, floods, or other unforeseeable causes beyond the reasonable control, and without the fault or negligence of the Party so affected. The Party so affected shall give prompt notice to the other Party of such cause, and shall take whatever reasonable steps are appropriate in that Party’s discretion to relieve the effect of such cause as rapidly as possible. Each Party shall have the right to terminate this Agreement with written notice effective upon receipt if Force Majeure continues to prevent performance by the other Party for a consecutive period of more than three (3) month.
Limited Product and Services Warranties
Andwin warrants to You that products sold hereunder will conform to manufacturer’s specifications and tolerances for a term equal to the warranty period stated in the product manufacturer’s literature. Your use of any software product is subject to the terms and conditions of the manufacturer’s and/or licensor’s license terms, including any end user license agreement. Andwin warrants to You that Andwin manufactured and/or assembled products will conform to standard specifications in effect on the date of shipment ninety (90) days from the date of delivery. For a period of ninety (90) days from the date of delivery, Andwin warrants to You only that Andwin manufactured and/or assembled products will be assembled or manufactured, as applicable, to the specifications provided by You and agreed upon by Andwin. At Andwin’s request, You shall promptly forward to Andwin any allegedly defective or non-conforming product or a representative sample thereof, as specified by Andwin. If any product warranted hereunder proves defective or non-conforming, as determined by Andwin in its sole reasonable discretion, Andwin’s sole and exclusive obligation and Your sole and exclusive remedy hereunder will be for Andwin, at Andwin’s option, to: (i) replace at no cost to You, any such defective or non-conforming product with a non-defective or conforming product; (ii) in the event a return is authorized, credit Your account for all amounts paid with respect to the defective or non-conforming product upon Andwin’s receipt of, and opportunity to evaluate, the defective or non-conforming product; or (iii) repair or have repaired (including, through re-working or re-processing, as applicable) a defective or non-conforming product. In the event of replacement, the replacement product will be warranted for the remainder of the original warranty period. The liability of Andwin under the limited product warranty set forth herein will not extend to any products that are abused, altered, improperly stored, or misused by You or any other persons or entities or that become defective or non-conforming through the actions or inaction of yours or any other persons or entities, including through the combination with other chemicals or products.
You also acknowledge that Andwin is not the manufacturer of any of the products sourced by Andwin sold hereunder. You hereby waive any and all actions, claims, suits, and demands of any type whatsoever (including claims based on strict liability, products liability, tort, or contract) against Andwin, its contractors, or its agents, or any of its or their respective employees, for personal injury, wrongful death, or property damage arising out of or in any way connected with the Services or Your receipt, handling, storage, possession, transportation, disposal, purchase, resale, or use of the products (whether used singly or in combination with other products), except to the extent caused by the gross negligence of Andwin, its contractors, or its agents, or any of its or their respective employees. Notwithstanding any other provision of these Terms and Conditions, Andwin disclaims, and You releases Andwin from, any and all liability for claims based upon the death or bodily injury to any person or for the loss of, damage to, or destruction of any property so long as Andwin, its contractors, or its agents were acting in compliance with Your policies, procedures, and specifications.
Limitation of Liability
IN NO EVENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING FOR, WITHOUT LIMITATION: DELAYED SHIPMENT,LOSS OF PROFITS, SAVINGS, OR REVENUE; DAMAGE TO REPUTATION; LOSS OF USE OF A PRODUCT OR ANY ASSOCIATED EQUIPMENT; COST OF CAPITAL; COST OF ANY SUBSTITUTE GOODS, EQUIPMENT, FACILITIES OR SERVICES; DOWNTIME; OR THE CLAIMS OF THIRD PARTIES, INCLUDING BUYER’S CUSTOMERS.
Compliance with Laws and Manuals
You will comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to its business and activities. You will follow and comply with all instructions and manuals applicable to the Products.
You shall indemnify, defend, and hold harmless each of Andwin and its from and against, and in respect of, any and all actions, claims, suits, judgments, damages, liabilities, losses, settlement payments, fines, penalties, costs, and expenses (including attorneys’ fees) of every kind whatsoever (collectively, “Damages”) arising out of, from, or in connection with any: (a) patent, copyright, or trademark infringement, or violation of any other proprietary right, arising out of the use of any product or any specifications furnished by You; (b) breach by You of any provision of these Terms and Conditions; (c) personal injury, wrongful death, or property damage arising out of or relating to Your receipt, handling, storage, possession, transportation, disposal, purchase, resale, incorporation into another product or any use of any product (whether used singly or in combination with other products); (d) act or omission, negligence, recklessness or willful misconduct by You or any of Your Representatives; and (e) failure by You or Your Representative(s) to comply with Applicable Law; provided, that this Section will not obligate You to indemnify any Andwin or its representative(s) to the extent such Damages are directly attributable to, and directly caused by, the negligence of Andwin. If You or Your representative(s) elects not to assume such defense, Andwin or it’s representative(s) may elect to do so and You shall pay all costs and expenses of counsel selected by Andwin or it’s representative(s) in connection with such defense. Any legal counsel appointed by You to defend such a claim must be experienced in the type of litigation involved and must be reasonably satisfactory to Andwin. You and your representative(s) and Andwin and its representative(s) shall cooperate fully in connection with all matters related to the defense of any such claim.
You shall maintain in confidence, not disclose to any third party, and not use, except for the specific purpose of performing under these Terms and Conditions, all Confidential Information furnished to You by Andwin in connection with these Terms and Conditions, as a result of discussions, negotiations, or other communications with Andwin in relation to the products or services, or derived from Andwin in performance of these Terms and Conditions, and shall return to Andwin, upon request, all copies then in Your possession of Andwin’s Confidential Information. You shall inform your representatives of these obligations and shall require them to assume equivalent obligations, and is liable for the acts and omissions of your representatives with respect to Andwin’s Confidential Information. You acknowledge that Andwin would not have any adequate remedy at law for the breach by You of any one or more of its obligations contained in this Section, and agrees that in the event of any such actual or potential breach, Andwin may, in addition to the other remedies that may be available, file a suit in equity to enjoin You therefrom. To the extent the parties have entered into a separate confidentiality agreement/non-disclosure agreement (“NDA”) and there is a conflict between the NDA and these Terms and Conditions regarding Confidential Information and/or the disclosure of such information, the terms of the NDA will control.
In case any one or more of the provisions of this Contract shall be held by a court with proper jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
This Agreement shall be governed and construed by, and enforced in accordance with, the laws of the State of California, without reference to its conflicts of laws principles.
This Agreement may not be assigned by either party without first obtaining the prior written consent of other party; provided, however, that no such consent shall be required for assignments to an Affiliate or the successor or the transferee of all or substantially all of a party’s business or assets to which this Agreement relates. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Any assignment by a party in violation of this section shall be null and void.
Waiver/Modification of Agreement
Andwin’s waiver of a right or obligation under these Terms and Conditions will not constitute a waiver of any future exercise of that right. No waiver, amendment or modification of any of the terms of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties hereto. No modification to this Agreement shall be affected by the acknowledgment or acceptance of any Purchase Order, invoice or similar documents containing terms or conditions at variance with or in addition to those set forth herein. Failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances.
This Agreement and any exhibit attached hereto may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute one and the same Agreement and shall become effective when signed by each of the Parties hereto and delivered to the other Party in accordance with the terms of this Agreement. Facsimile or a Portable Document Format (i.e., PDF) data file signatures of any original document shall be considered the same as delivery of an original.
Relationship of the Parties
The parties agree that they are independent contractors and that neither of them has any fiduciary duty to the other. Neither party is the agent of the other. Neither party may represent to any person that it has the power to bind the other party on any service contract or other agreement, or take any action reasonably likely to lead a third party to believe that it is the agent or representative of the other party.
By using any of Andwin sites, you indicate that you have read and accept these Terms & Conditions, and agree to abide and be bound by all such Terms & Conditions (as modified from time to time). If you do not accept all applicable Terms and Conditions, please refrain from using any Andwin site.
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