Terms and Conditions
The General Sales Conditions contained herein govern all present and future sales contracts between the parties, with the exception of any special pricing agreements, which are to be in writing. Buyer’s general conditions will not be applicable to future relationships between the parties unless express written approval is given. Any trade terminology used (EXW, FOB, CIF, etc.), refers to the Incoterms 2000 of the International Chamber of Commerce.
Formation of the contract
Buyer's acceptance of COPAN DIAGNOSTICS, INC. offer or order confirmation, however communicated, will entail application of these General Sales Conditions to the contract. Buyer must send its order in writing to COPAN DIAGNOSTICS, INC. (by fax, e-mail or letter) and they are considered accepted only after Buyer sends back an acknowledgement of the order confirmation provided by our customer service department. Orders by phone are welcome but must also be confirmed in writing by the Buyer.
Warranty – Product liability
Buyer shall have eight business days following receipt of products to inspect the shipment and to notify COPAN DIAGNOSTICS, INC. in writing defects or non-compliance. In the event that any shipment of products is not accepted by Buyer due to any nonconformity with the specifications, or as a result of a cause occurred prior to placement thereof with the carrier, Buyer shall, if so directed by COPAN DIAGNOSTICS, INC. in writing, promptly return some samples or the shipment that was rejected by Buyer at COPAN DIAGNOSTICS, INC. expense. COPAN DIAGNOSTICS, INC., at its own discretion, shall, within a reasonable period considering the entity of the complaint: (i) send a replacement shipment of products conforming, or (ii) credit Buyer a sum equal to the value of the defective or non-conforming products. This warranty supersedes all legal warranty for defects and compliance and exempts COPAN DIAGNOSTICS, INC. from any other responsibility for the supplied products; in particular, Buyer shall not be entitled to any requests for compensation or price reductions.
COPAN DIAGNOSTICS, INC. shall indemnify Buyer against any product liability claims asserted by third parties relating to damages sustained as a result of defective products provided that such use was consistent with the product insert or other product instructions before the product’s shelf-life has expired. In such event COPAN DIAGNOSTICS, INC. shall reimburse Buyer exclusively within the limits, terms and conditions.
In no event shall COPAN DIAGNOSTICS, INC. be liable for any indirect, incidental, exemplary or consequential damages, including without limitation any claim for damages based on lost revenues or profits, however caused.
In no event shall COPAN DIAGNOSTICS, INC. be liable for any costs or damages arising from any act or omission of Buyer, including, without limitation, relating to the modification, handling, storage and marketing of the Products by the Buyer or to Buyer's failure to provide its employees, agents and customers or other third parties with adequate instruction as to the proper handling and use of the Products.
Unless agreed otherwise, products are supplied EXW. Risks relating to the supply shall, at the latest, be transferred to Buyer when the products leave COPAN DIAGNOSTICS, INC. facility. The delivery terms are not of the essence and grant COPAN DIAGNOSTICS, INC. the benefit of an appropriate period of grace. COPAN DIAGNOSTICS, INC. shall in any case not be liable for damage arising from total or partial early or late delivery. Partial deliveries are allowed.
Prices - Payments
Prices are fixed (packaging included). Any price change will be sent by notification letter and will come into force 30 days after receipt of the new price list. COPAN DIAGNOSTICS, INC. will debit to the Buyer any bank charges. Rebates and Payments to agents, representatives or sales assistants shall not be considered as made until the relevant payments of invoices are credited to COPAN DIAGNOSTICS, INC. Any delay or irregularity in payment shall give COPAN DIAGNOSTICS, INC. the right to suspend supplies, to modify payments for subsequent supplies (advanced payment or other kind of guarantee), as well as charge a finance charge of 1.5% per month on all balances that remain unpaid beyond payment terms. All amounts owed to COPAN DIAGNOSTICS, INC. shall become immediately due. Buyer is also obliged to make full payment even in cases of claim or dispute. No set-off against payment owed to COPAN DIAGNOSTICS, INC. is allowed.
Retention of title
If payment either in whole or in part is to be made after delivery, the products delivered remain COPAN DIAGNOSTICS, INC. ownership until full payment has been made.
Disputes - Law
All disputes arising from or connected with contracts to which these General Sales Conditions apply, shall be finally settled by the Riverside County Court.
EFFECTIVE DATE: JANUARY 1, 2016
END OF VALIDITY: DECEMBER 31, 2016