1. Terms & Conditions

General Terms and Conditions of Sale

These terms and conditions of sale (hereinafter referred to as the “Terms”) apply to all product sales and services provided by MedChemExpress (“Seller”) to the customer (“Purchaser”).

1. Contract, its Modification or Cancellation

By purchasing the products and services from MedChemExpress LLC (“MCE”) you will be deemed to have accepted the terms of this agreement with MCE. If you do not agree to the terms of this agreement, cancel your order and return the product unopened and unused as directed below, cancel your invoice and receive a full refund. The sole exception to the applicability of these Terms is that upon the receipt of the Purchaser’s order, the Seller and the Purchaser have had a clear written agreement on the relevant matters or have been signed and approved by the Seller’s authorized representative.

The Purchaser shall not cancel or modify the contract or order without MCE’s prior written consent. The approval of cancellations or modifications is conditional, and upon any changes in the order, the Purchaser has to bear all the expenses incurred and damaged sustained by MCE. A verified bill of costs issued by an officer or other authorized representative of MCE shall include all the cost including, without limitation, storage or shipment costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on MCE by its suppliers, and any other costs resulting from cancellation.

2. Delivery and Delay

MCE shall make the shipments as per its standard commercial practices via a common carrier. MCE reserves the right to choose the packaging method according to the specific situation. Risk and title is transferred upon dispatch of products. Neither MCE shall be liable for the shipments nor will the carrier be construed as an agent of MCE. Loss of or damage to the products after the risk of such loss or damage has passed to Purchaser does not discharge Purchaser from its obligation to make full payment of the purchase price.

Neither Party shall be responsible and held liable for any delay or default in the performance of its obligations (other than payment obligations) under their mutual contract to the extent and as long as this default is caused by an event beyond its control. An event of force majeure shall include without limitation: (a) Unsuccessful reaction, an act of war or terrorism, fire, natural disasters such as floods and storms, the general shortage of raw materials or inability to obtain equipment or materials, restrictions on energy or water consumption, Embargo or other government actions, export and import restrictions on shipping or delivery, epidemics, strikes, lockouts or labor disputes of any kind (whether relating to its employees or others), accidents, sequestration, or any production failure beyond reasonable control.

3. Inspection and Returns of Products

Upon receipt of goods, the Purchaser shall inspect the status, quantity, and product name and shall notify the Seller of any evident defects or missing goods within ten (10) days. For product quality issues, the Purchaser must contact the Seller via [email protected] within thirty (30) days after receipt. If the Purchaser fails to notify the Seller of any defects within thirty (30) days, the Seller is not liable for any damages.

The Purchaser should send exchange/return authorization requests to [email protected]. The Seller would use their discretion to provide the consent. All returned products must be returned in strict compliance with the storage and transportation conditions and must include the return approval form and all the materials provided by the Seller along with the goods. The return of goods may be subject to a restocking charge, and the products must be returned within ninety (90) days after purchase using its original packaging with the original label affixed and unaltered in form and content.

Non-Exchangeable & Non-Refundable items: certain products cannot be returned under any circumstances. It may include products without limitation: refrigerated or frozen products; reagents and standards which have passed their expiration dates; custom products or special orders; products missing labels, parts, or instruction manuals.

4. Use of the Products, Limitation

Purchaser will comply with all instructions, specifications, use statements or conditions of use made available by MCE in writing to Purchaser, such information to include but is not limited to product data, product information, limited use information, limited use label licenses.

The Purchaser is responsible for verifying the potential hazards, necessary precautions involved in the use of the MCE products. The Purchaser is also responsible for taking necessary safety measures for its employees, as well as giving risk warnings to related personnel. The Purchaser should cooperate with the Seller to verify the use of the products at the Seller’s request. The Purchaser guarantees that the following matters have been completed for using the Seller’s products:

A.  The usage and disposal of the products comply with various legal requirements.

B.  The products comply with all applicable regulatory requirements and generally accepted industry standards.

C.  Before using the product, perform all necessary testing and verification to confirm whether the product is suitable for the intended purpose.

D.  Obtain any necessary related licenses for the use of the product.

E.  Products are only used for research and development purposes or to obtain the required regulatory approvals, not intended for human use, animal treatment or diagnostic purposes.

5. Payment

The Purchaser must pay to MCE all invoiced amount within thirty (30) days from date of invoice to the specified bank account or as otherwise instructed. MCE reserves the right to require an advanced deposit of up to one hundred percent (100%) of the purchase price at the time of order or any time prior to delivery. If for any reason, in its sole and unfettered discretion, MCE deems the ultimate collectability of the purchase price to be in doubt, MCE may, without notice to Purchaser, delay or postpone the delivery of the products and may, at its option, change the terms of payment to payment in full or in part in advance, for the entire undelivered balance of products.

If Purchaser is in default, including, without limitation, any payment is due but unpaid, MCE, at its option, without prejudice to any other of MCE's lawful remedies, may terminate the order or suspend any further deliveries to Purchaser, or sell any undelivered products on hand for the account of Purchaser and apply such proceeds as a credit, without set-off or deduction of any kind, against the agreed upon purchase price, and Purchaser agrees to pay the balance then due to MCE on demand. Purchaser must pay all costs incurred by MCE in collecting any unpaid amounts, including (without limitation) attorneys’ fees accounting fees and other related costs.

6. Tax and Other Fees

Unless otherwise agreed in writing, any usage tax, sales tax, excise taxes, customs, inspection or testing fees, or other fees collected by the government in the Purchaser and Seller transactions shall be paid by the Purchaser. In the event MCE is required to prepay any such tax or fees, the Purchaser shall fully reimburse the paid amount to MCE. However, to avoid paying the above fees, while submitting the order, the Purchaser should provide the Seller with a tax exemption certificate or other documents acceptable by the concerned government agencies.

7. Pricing and Price Changes

Any quotation provided by the Seller is only valid for the time specified in the quotation or (in the case of no time specified) within thirty (30) days from the date of issuance of the quotation. The Seller’s website price will be adjusted slightly at any time according to the market and related factors. After the order is confirmed, even if the product price increases nominally, we will issue an invoice based on the price confirmed in the order.

8. Publicity

Any marketing, promotion, or other publicity material, whether written or in electronic form, that refers to MCE, its affiliates, its products, must be approved by MCE before its use or release.

9. Warranties

For all products to be delivered, the Seller warrants as following: The products delivered by the Seller conform to the description in the catalog, analysis data, or other written materials provided to the Purchaser. Except for this, the Seller does not make any other express or implied warranties. Any agent, employee, or other representative of the Seller has no right to modify or extend the Seller’s standard warranties applicable to products or services.

Any warranty provided by MCE will not apply to any goods or services in the event of improper installation and use contrary to any instructions, specifications, use statements or conditions issued by MCE. Use of products other than research purpose, including, but not limited to, commercial, in vitro diagnostic, ex vivo or in vivo therapeutic uses or any consumption or application to humans or animals; or use of the products beyond the shelf life or expiration date as mentioned in the specifications or labels of such products.

10. Typographical Errors

Stenographic, clerical, or computer errors on the face of any MCE invoice shall be subject to correction by MCE.

11. Limitation of Liability

Except as otherwise specified in this clause, to the extent permitted by law, Purchaser assumes all risk and liability for loss, damage or injury to persons or to property of Purchaser or others arising out of the presence or use of the products or MCE’s provision of services, including infringement of any third party intellectual property rights resulting from specific use of the products by Purchaser. MCE and its affiliates shall not in any event be liable for incidental, consequential, indirect, exemplary or special damages of any kind resulting from any use of failure of the products or services including, without limitation, liability for loss of use, loss of work in progress, loss of revenue or profits, cost of substitute equipment, facilities of services, or any liability of Purchaser to a third party. The total liability of MCE and its affiliates under these terms and conditions of sale shall not exceed the purchase price of the products or services involved. All claims must be brought within one (1) year of delivery.

12. Compliance with Anti-corruption Laws

The Purchaser represents and warrants to MCE that, in connection with the transactions contemplated by any Agreement or in connection with any other business transactions involving Purchaser, Purchaser, and everyone acting on its behalf, will comply with and will not violate any anti-corruption law or international anti-corruption standards. Purchaser represents and warrants to MCE that Purchaser has not, and covenants and agrees that it will not make, promise, or offer to make any payment or transfer anything of value, directly or indirectly, to any individual to secure an improper advantage.

13. Governing Law

Unless otherwise there has expressly agreed situation, any contract between MCE and Purchaser shall be subject to the laws of the People’s Republic of China, without giving effect to its rules on conflicts of laws.

14. Import and Export Controls

The Seller’s products and services comply with all applicable Chinese and American laws, regulations and international agreements, including but not limited to Administration Regulations of Import and Export of Goods issued by the State Council of the People's Republic of China and the Export Administration Regulations issued by the United States Department of Commerce.

All Purchasers must comply with all applicable Chinese and American laws, regulations and international agreements, and other applicable foreign laws when transferring, selling, importing, and exporting, these products and services.

15. Disclaimer

MCE has always strictly abided by the Seller’s service pledge. The Purchaser must be an institution or enterprise with relevant professional knowledge and qualifications and promise not to violate the purpose of scientific research or drug certificate declaration and the legal provisions of the scientific research purpose provided by the Seller. The products and services are for research use only and not intended for any human experiments, in vitro diagnostics, food, non-scientific animal experiments, other personal or commercial purposes, etc. If the Purchaser fails to comply with the intended use and infringes upon any rights of a third party, the Seller shall not assume any liability.