Use Terms

Article 1 Scope of Terms 

These sales terms apply to any sales contract executed by the Seller, "Tianjin Camed Technology Development Co., Ltd.". Any modified terms shall not be binding on the Seller unless such terms are subject to written consent and signed by the Seller's responsible person or other authorized representative.

Article 2 Sales Contract 

The specifications, quantity, price, and delivery schedule of reagents sold by the seller to the buyer (hereinafter referred to as "reagents") shall be specified in the sales quotation or order (hereinafter referred to as "sales contract") signed/sealed by both parties. Any order executed under this clause may only be modified or revised upon obtaining written consent from both parties regarding specific changes and their potential impacts on pricing and delivery timelines. The buyer may not cancel the order without prior written approval from the seller. In such cases, the seller shall disclose all associated costs incurred by the buyer for order cancellation, and the buyer agrees to bear these expenses in full.

Article 3 The quality standards, quality acceptance criteria, and packaging

Requirements of the manufacturer shall be consistent with the technical specifications listed in the manufacturer's catalog.

Article 4 Purchase Price 

Unless otherwise specified, the purchase price stipulated in the sales contract (hereinafter referred to as the "purchase price") shall (a) include the production cost of the reagents; (b) include the packaging cost of the reagents; (c) include partial door-to-door land transportation freight within the Chinese mainland for the reagents; (e) exclude additional guidance costs incurred during the use of the reagents.

Article 5 Payment Terms 

5.1 Unless otherwise stipulated in the sales contract, the full purchase price shall be remitted to the seller's designated bank account within the agreed timeframe; 5.2 Without the seller's written consent, the buyer shall not offset the purchase price payment under the sales contract with any outstanding debts owed by the seller to the buyer.

Article 6 Payment Deferral

 If the buyer fails to make full payment in accordance with the sales contract, the seller may delay or cancel other deliveries of reagents until and unless such payment is completed; the seller shall claim a late payment penalty of 0.2% per day on the overdue amount from the payment due date to the actual payment date.

Article 7 Delivery Terms 

7.1 Reagents shall be delivered in accordance with the provisions of the sales contract. If freight charges and handling fees have been quoted or invoiced, they shall include costs beyond the actual freight expenses. The delivery process to the buyer shall be completed upon the transfer of goods from the seller's loading point to the carrier.

7.2 If the seller has paid the freight charges in accordance with the delivery terms specified in the sales contract, the seller shall have the right to select the carrier and transportation route.

Article 8 Documents

Upon receiving full payment under the sales contract, the seller shall issue a formal general VAT invoice or special VAT invoice to the buyer.

Article 9 Delivery

Unless force majeure events specified in these terms occur, if the Buyer fails to complete the delivery of reagents at the location and time stipulated in the sales contract, the Buyer shall be responsible for paying all due and payable amounts pursuant to the sales contract. The Seller may arrange for reagent storage, with risks and costs borne by the Buyer. The Seller shall notify the Buyer in writing to accept the reagent delivery within 14 days after such notice is issued. If the Buyer fails to comply with the notification requirements, the Seller shall have the right to terminate the sales contract and claim any losses or damages incurred due to the Buyer's failure to accept the delivery.

Article 10 Representations and Warranties 

10.1 Seller's Representations 1. It is the lawful owner of the reagents sold pursuant to the sales contract; 2. It has the legal right to transfer ownership of the reagents to the buyer.

10.2 If the reagents are manufactured in accordance with special specifications specified by the Buyer, the Buyer shall declare and warrant that the information, materials, designs, and specifications provided to the Seller for the purpose of reagent production do not infringe upon any intellectual property rights of any third party.

10.3 If a party's statement or warranty is untrue, inaccurate, or misleading, it shall be deemed a breach of contract by that party.

Article 11 Buyer Obligations 

11.1 The Buyer shall maintain confidentiality regarding any technical or marketing information that may be obtained from the Seller, including but not limited to drawings, specifications, and confidential information such as trade secrets and commercially valuable data. This obligation shall not apply if the information is publicly available, becomes publicly accessible due to reasons other than breach of contract during or after disclosure, or is lawfully obtained by the Buyer from third parties. The confidentiality obligation shall extend to the Buyer's representatives, agents, and employees and remain valid indefinitely.

11.2 If the reagents are manufactured in accordance with special specifications specified by the Buyer, the Buyer shall provide assistance and technical support to the Seller during the production process of the reagents, and shall furnish all necessary and relevant information and materials free of charge upon the request of the Seller.

11.3 The buyer shall not resell, transfer, assign, or mortgage any reagents for the purpose of providing guarantees until the purchase price is fully paid and the final payment is made.

11.4 When reselling the reagents, the buyer shall use the original trademark, original presentation form, and undamaged packaging of the reagents, including the original instructions provided by the seller, and shall not make any modifications unless such modifications have been expressly approved in writing by the seller.

11.5 The Buyer shall maintain appropriate records for timely recall of any reagents if required due to reagent liability. Such records shall include delivery information to the customer, including delivery date, customer name and address, as well as available telephone and fax numbers. In emergency situations, the Buyer shall provide such assistance upon the Seller's request for the purpose of recalling any reagents, with the costs borne by the Seller.

Article 12 Transfer of Ownership and Risks 

12.1 Where the reagents have been delivered to the Buyer, ownership of the reagents shall remain with the Seller until and unless the Buyer has paid the full purchase price stipulated in the sales contract to the Seller.

12.2 Although ownership of the reagents does not transfer to the Buyer upon delivery, any risk of damage, loss, destruction, or deterioration of the reagents shall be transferred to the Buyer upon delivery.

Article 13 Inspection Obligations 

The buyer shall immediately inspect the packaging and quantity of reagents upon delivery, clearly mark any non-conformities or irregularities on the seller's delivery note, and notify the seller. If the quantity and packaging defects are not specified on the delivery note, the seller has the right to refuse acceptance. Simultaneously, the buyer shall conduct quality and specification inspections of the reagents within 7 days and submit written notifications to the seller regarding any defects, non-conformities, or irregularities. Such written notifications must include: contract number, delivery time and location, names and quantities of reagents deemed non-compliant with the sales contract, reasons for the buyer's assessment of non-conformity, inspection methods employed by the buyer, test results and supporting documentation, as well as additional information requested by the seller based on individual circumstances. Except for defects covered by the reagent warranty specified in these standard sales terms, failure by the buyer to complete such inspections within the 7-day period and submit claims regarding reagent quantity, quality, or specifications shall be deemed as acceptance of the reagents' conformity with the sales contract. The buyer shall be considered to have accepted the reagents, and the seller shall not be liable for subsequent claims. The seller may choose to replace defective reagents with defect-free alternatives, replenish shortages, repair defective items, or reduce purchase prices. All transportation costs associated with replacing defective reagents or replenishing shortages shall be borne by the seller.

Article 14 Reagent Warranty 

14.1 If defects in the reagents are demonstrated, the Seller agrees to provide the Buyer with a reagent warranty for a period of 6 months from the date of delivery. The warranty shall only be valid if the Buyer pays the freight to return the defective reagents to the Seller and immediately claims the warranty upon discovering the defect.

14.2 In cases where the seller supplies branded goods in the third direction or the buyer purchases parts from the seller, the buyer shall only enjoy the security benefits provided by the supplier to the seller, as well as any other rights the seller may have under the law against the supplier or manufacturer of such goods and parts.

14.3 Any claims arising from the guarantees specified herein, claims against any manufacturer or supplier, claims based on statutory conditions or guarantees, or other claims related to reagents shall be subject to buyer remedies applicable to goods produced by the seller, limited to repair, replacement of defective goods, or refund of the purchase price for such defective goods as selected by the seller. Upon expiration of the warranty period, all statutory conditions and guarantees shall cease to apply, and in all other cases, such remedies shall be limited to the execution of the seller's liabilities to the relevant supplier under these terms. 14.4 The seller shall not be liable for any losses, damages, costs, expenses, or other liabilities, whether direct, indirect, consequential, or otherwise, nor shall the seller be entitled to any other remedies unless such exemption is prohibited by the applicable law governing these standard sales terms.

Article 15 Exclusions of Liability 

15.1 The Seller shall not be liable for the following matters: 1. Normal wear and tear of reagents; 2. Any defects resulting from causes after the risk transfer to the Buyer; 3. Defects caused by the Buyer's negligence and/or fault during storage and transportation, or by modifying or altering the reagents without the Seller's consent.

15.2 The Seller shall not be liable for any defects arising from the Buyer's refusal and/or unwillingness to provide the necessary and relevant information and materials specified in Article 11.2, provided that the reagents were manufactured in accordance with the specific specifications submitted by the Seller. 15.3 The Buyer shall compensate the Seller for any losses or damages resulting from the resale of reagents due to inadequate instructions or warnings provided by the Buyer, or from failure to recall the reagents when necessary, and shall release the Seller from all liabilities, claims, demands, and expenses, including attorney fees.

Article 16 Intellectual Property

Rights and Non-Compete 16.1 All intellectual property rights related to the reagents and any other relevant documents shall remain the property of the Seller, except for the intellectual property rights contained in the information and materials provided by the Buyer pursuant to Clause 11.2 of these Sales Terms.

16.2 The Buyer shall not directly or indirectly produce or manufacture, within or outside China, reagents identical or similar to those owned by the Seller or any of the Seller's affiliated companies with any intellectual property rights.

Article 17 Third-Party Infringement Claims

If the Buyer is alleged to have infringed upon any third-party rights due to reagents sold by the Seller, the Buyer shall immediately notify the Seller upon receiving such notice. Both parties shall make every effort to defend against such claims and cooperate closely to avoid any legal proceedings. In the event of litigation, both parties shall endeavor to secure favorable judgments. The Buyer shall not, either directly or indirectly through its employees or agents, engage in any conduct that may trigger third-party infringement lawsuits.

Article 18 Taxes, fees, and expenses 

All taxes, fees, and other payable amounts related to transactions stipulated in the sales contract or levied by relevant authorities shall be borne by the seller and the buyer in accordance with applicable laws and regulations, unless otherwise specified in the sales contract.

Article 19 Force Majeure 

19.1 If either party fails to perform its obligations under the sales contract due to direct or indirect causes arising from force majeure events, such party shall be liable for the consequences.