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En vigor: 1 de enero de 2024



In these Terms & Conditions, the following definitions shall apply:

Clinical Trial Services:

Means, without limitation, the sourcing, procurement, tracking, management, and/or distribution of medical, laboratory equipment, and medical ancillary supplies for use strictly in connection with any clinical trial.


Means any contract between Andwin and You incorporating these Terms & Conditions for the sale of Products and/or the provision of Clinical Trial Services.



Means Your purchase order to Andwin with Your written acceptance of an Andwin Quotation.


Party, Parties:

“Party, Parties” means You and Andwin are at times hereinafter referred to individually as Party or together as the Parties.


Means any item(s) ordered from Andwin by You, including, without limitation, medical laboratory equipment, medical ancillary supplies for transactional use, or for use strictly in connection with a clinical trial.


Purchase Order:

Means a document issued by You to Andwin, indicating the types, quantities, and agreed-upon prices for products or services.



Means where provided by Andwin, the form completed by Andwin, confirming the price for the Product(s), Clinical Trial Service(s) specific to Your request.

Quotation Offer Period:

Means that the quoted prices and Terms & Conditions are applicable and warranted by Andwin for a period of thirty (30) calendar days from the quotation issued date.

Quotation Issued Date:  

Means that date the quote was issued to You by Andwin.


Means, without limitation, the sourcing, procurement, tracking, distribution, and/or management services of Product(s).

Statement of Work (SOW):

Means a formal document provided by Andwin and approved by You that outlines the specific details, objectives, deliverables, and expectations of a project. It serves as a foundational document that helps define the scope of work and establishes a clear understanding between the Parties involved.

You: “You, Your, Yourself” means the person, organization, or other business entity whose order(s) for Product(s), Clinical Trial Service(s) is accepted by Andwin.


“You, Your, Yourself” means the person, organization, or other business entity whose order(s) for Product(s), Clinical Trial Service(s) is accepted by Andwin.


These Terms & Conditions apply to Your approved SOW, and/or Issued Purchase Order provided by You in accordance to the detailed description in Andwin’s Quotation. 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 Product(s), Clinical Trial Service(s) under the Quotation. Unless Your order is subject to a valid, written, executed agreement between You and Andwin, in which case such agreement applies, You agree to be bound by these Terms & Conditions. These Terms & Conditions 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 & conditions; and (c) finally these Terms & Conditions. We expressly reject any different terms & conditions or provisions contained in any document You provide, and these Terms & Conditions differ from the terms & conditions of Your offer; these Terms & Conditions will serve as the governing Terms & Conditions for our Contract. These Terms & Conditions shall apply to all Product(s) and/or Clinical Trial Service(s) 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 Andwin any information necessary to accurately perform the Contract. If You accept and approve sample(s), or alternative Product(s), and/or Clinical Trial Service(s) supplied, and/or offered by Andwin, then You shall have no claim in respect of, nor any right to reject, the Product(s) and/or Clinical Trial Service(s), provided those Product(s) and/or Clinical Trial Service(s) are of the same description, specification, quality, and fitness for purpose as the alternative.


Andwin shall deliver the Product(s) to the location set out in the Order or such other location as the Parties may agree to in writing. Andwin will use 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. Andwin shall make reasonable effort to make the Product(s) delivery on time; however, 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 Product(s) are delivered to You at the time when Product(s) arrive at the delivery location, unless agreed upon differently, in writing, by the Parties. If Product(s) 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 Clinical Trial Service(s) 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 fulfill Orders for Product(s) and/or Clinical Trial Service(s) in the sequence in which they are placed. If Andwin agrees that the Product(s) are to be collected from Andwin by You, then You shall collect the Product(s) within three (3) business days of being notified that the Product(s) are ready for collection. If the Product(s) are not collected by You within this time, Andwin may store the Product(s), at Your expense and risk, until collection by You. 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 with and perform in accordance with these Terms & Conditions.


Andwin may change its prices at any time without notice. Quotations are valid for the Quotation Offer Period, unless otherwise stated in writing. All quotations exclude consultation, implementation, installation set-up, and/or training unless otherwise stated in writing. Quotations are subject to change, both in amount and timeline, when the complexity of studies, the number of regions, the number of shipments, the number of dedicated project management hours has exceeded the Quotation, and/or 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 and may be subject to additional charges. Andwin may, in its sole discretion, postpone, or cancel any Order at any time by written notice to You if Andwin reasonably believes that it may be unable to fulfil an Order due to, without limitation, changes in laws or regulations, unforeseen technical problems, or other unforeseen circumstances that could not be reasonably anticipated or controlled by Andwin.


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. Furthermore, You are required to make payment for the Product(s) and/or Clinical Trial Service(s) as if the delivery and/or performance had not been delayed, including any applicable increase in the pricing of Product(s) and/or Clinical Trial Service(s). Notwithstanding our acceptance of a cancellation, Andwin may require, in its sole 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 Product(s) and/or the performance of any ordered Clinical Trial Service(s), 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.


Unless otherwise indicated on the Quotation, You must pay invoices within thirty (30) calendar days from the invoice date in USD or the currency specified in Andwin’s invoice. Each Order is a separate transaction and You may not offset payment from one Order against another. We reserve the right to require full or partial payment in advance. If You default on payment when due, Andwin at its option and without prejudice to other remedies, may delay performance, defer delivery, charge interest on undisputed amounts owed, and/or terminate the Contract. 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 court costs and attorney’s fees.

Invoices are due and payable, in full, without any offset or deduction by You. Late payments shall be subject to a finance charge at the maximum allowable rate under applicable law. Andwin reserves the right to change the credit terms & conditions for Product(s) and/or Clinical Trial Service(s) at any time. You may be required to provide Andwin with current credit information in a form acceptable to Andwin, in its sole discretion, before any shipment of Product(s) and/or Clinical Trial Service(s) will be made. You may be required to provide a letter of credit in a form acceptable to Andwin, in its sole discretion, before any shipment of Product(s) and/or Clinical Trial Service(s) will be made. All payments shall be made in United States Dollars (USD) unless otherwise agreed upon in writing.


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 +5% administrative fee.


Any claimed exemptions must be accompanied by a valid tax exemption certificate or document.


Shipping and transportation cost(s) 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 Product(s) will pass to You when the Product(s) is loaded onto the commercial carrier at our facility when shipping via X-Works or carrier of Your choice.


For international shipments, customs processing fees, broker fees, duties, tax will be invoiced at time of shipment based on pass through of a +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.


Shipping damage or shortage claims must be made immediately to the delivery company by You and reported to Andwin within 24 hours from the time of delivery.  Shipping damage claims must be made by the party paying for the transportation services with the shipping company in accordance with such company’s policies.


You must inspect delivered Product(s) and report claims for defects, damages, shortages or receipt of wrong product(s) which are discoverable on a visual inspection within 48 hours of delivery or the Product(s) will be deemed irrevocably accepted and such claims will be deemed waived.


Notwithstanding the foregoing, if You discover upon delivery that the Product(s) is damaged, You must refuse the damaged Product(s).

If You accept the Product(s) with visible damage, it must be noted on the carrier’s delivery record so that a claim can be filed with the carrier.


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(s) returns. Product(s) 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(s) returned without a RMA number, and may refuse to accept delivery of such Product(s) and/or return such Product(s) to You at 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(s) 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 inspection.


Product(s) 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(s) is received. If You elect to keep the Product(s) or fail to report the error to Andwin within 48 hours of delivery, You will be invoiced for the Product(s).


Except as otherwise provided herein, You are responsible for all costs related to returning the Product(s) to Andwin, including freight, shipping and insurance expenses. Andwin does not take possession of a Product(s) 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(s) shipped in error by Andwin will be credited to Your account.

Equipment Return Packaging, Liability

To ensure the protection of equipment, it is essential to preserve the original packaging in which the equipment was delivered. The responsibility for retaining the original packaging rests with You or Your authorized representative. If a documented request is made, the option to ship and store the original equipment packaging at an Andwin Depot is available, with associated costs borne by You.


In the event that the original equipment packaging is no longer available, Andwin can offer replacement packaging upon documented request, with the associated costs to be borne by the You. It is important to note that Andwin assumes no liability for any shipping damage or the physical condition of the equipment when Your selected replacement packaging is utilized and packed by You or Your authorized representative.

Equipment Return & Decontamination

All returned equipment submitted to Andwin depots must undergo thorough decontamination, ensuring it is entirely free of any samples or specimens.


A minimum decontamination surcharge of $1,000 will be applied to Your invoice for each item found to be contaminated. 

Rental Equipment Return 

The rental fees stipulated in the applicable Quote and/or Scope of Work (SOW) will remain subject to fulfillment by You until the receipt of the goods by Andwin or the designated agreed return location specified in the Quote and/or SOW.


Notwithstanding any obligation to supply Product(s) for confirmed Purchase Orders or SOW, Andwin Scientific may, at its option and sole discretion, either discontinue the production of specific Product(s), no longer supply the Product(s), or reduce its supply of Product(s) to You, by providing You written notice of its intent to do so.


The verification of compatibility and functionality of approved Product(s), is to be provided solely by You.


Andwin provides credit terms to credit-approved customers only.

To set up an account with credit terms, please contact customer service at or call toll free: 1-800-497-3113 (M-F 8-5 PST).


In accordance with applicable state and local laws, Andwin is required to charge sales tax in the following states:


California – Florida – Louisiana – North Carolina – Illinois – Kansas – Massachusetts – Marland – Connecticut – Mississippi – Rhode Island – Wisconsin – South Dakota – District of Columbia – Tennessee – Main – Washington – Pennsylvania – Indiana


While the Quotation, or confirmation may not show taxes, your invoice will show it if applicable. If you are tax exempt, provide your tax exemption number when You register and email a copy to


Title to the Product(s) purchased by You shall remain with Andwin until it has been paid for in full, You are assuming nevertheless care, custody and risk thereof. You therefore undertake to obtain at Your cost and expense insurance coverage for all risk of loss, theft or destruction, whether partial or total of the Product(s), 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(s), You shall bear all duties, taxes and charges relating to the use, detention or possession of such Product(s) 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 non-performance, 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.


Andwin warrants to You that Product(s) sold hereunder will conform to manufacturer’s specifications and tolerances for a term equal to the warranty period stated in the Product(s) manufacturer’s literature. Your use of any software Product(s) is subject to the terms and conditions of the manufacturer’s and/or licensor’s license terms, including any end user license agreement. At Andwin’s request, You shall promptly forward to Andwin any allegedly defective or non-conforming Product(s) or a representative sample thereof, as specified by Andwin. If any Product(s) 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(s) with a non-defective or conforming Product(s); (ii) in the event a return is authorized, credit Your account for all amounts paid with respect to the defective or non-conforming Product(s) upon Andwin’s receipt of, and opportunity to evaluate, the defective or non-conforming Product(s); or (iii) repair or have repaired (including, through re-working or re-processing, as applicable) a defective or non-conforming Product(s). In the event of replacement, the replacement Product(s) will be warranted for the remainder of the original warranty period. The liability of Andwin under the limited Product(s) warranty set forth herein will not extend to any Product(s) 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 Product(s).


You also acknowledge that Andwin is not the manufacturer of any of the Product(s) 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, Product(s) 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 Product(s) (whether used singly or in combination with other Product(s)), 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.




You will comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to Your business and activities. You will follow and comply with all instructions and manuals applicable to the Product(s).


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(s) or any use of any Product(s) (whether used singly or in combination with other Product(s)); (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 Product(s) or Clinical Trial Service(s), 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.


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 Contract 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 Contract.


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.


Andwin may amend these Terms & Conditions at any time by providing written notice to You. Your continued use of the Product(s) and/or Clinical Trial Services after the effective date of any such amendment shall be deemed Your acceptance of the amended Terms.


This Contract, together with any applicable Quotation or SOW, constitutes the entire agreement between You and Andwin and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties regarding the subject matter of the Contract. No amendment, modification, or waiver of any provision of the Contract shall be effective unless in writing and signed by both parties.

Contact Information

If You have any questions or concerns about these Terms, please contact Andwin at:

The Andwin Corporation

167 W. Cochran Street

Simi Valley, California 93065


T: (800) 497-3113

F: (818) 999-0111


By accepting the Quotation or SOW, You agree to be bound by these Terms and Conditions.

Please note that these Terms & Conditions apply, regardless of the means of delivery of any of our sites to you.

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.

Cderechos de autor

Copyright 1950-2024, Andwin Corporation, Inc. Todos los derechos reservados.

Andwin proporciona estos materiales como un servicio al público y deben utilizarse únicamente con fines de información personal. Queda estrictamente prohibida la reproducción sin el permiso expreso por escrito de Andwin.


Andwin no es responsable de ningún otro sitio web que tenga hipervínculos hacia o desde el sitio web de Andwin.

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