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Unless otherwise stated in this quotation, PerkinElmer India Pvt., Ltd's standard terms and conditions of sale as appended below shall apply. Any changes to these terms and conditions must be agreed to in writing by PerkinElmer. Any additional or different terms, whether contained in Customer's order or elsewhere, are expressly not acceptable. No party other than PerkinElmer is authorized to modify these terms and conditions.
1. Shipment shall be made strictly by Air, only to the International Port of Entry as at Custom bound Warehouse. Delivery terms will be either CIP or FCA (Inco Terms 2000), as specified in the Order. Customer shall organize the Customs Clearance of the product at its cost. PerkinElmer shall not be held accountable for any demurrage charges, should Customer delays the Custom Clearance of the Product. Customer shall be solely responsible for any or all costs involved in Custom Clearance of the product from International Port of Entry in India. Under no circumstances, these costs can be debited to PerkinElmer Singapore Pte Ltd or any of its member organization in India.
2. PerkinElmer shall not accept customer designated Freight Forwarder for CIP Orders/ Contracts for better control and facilitation of shipment issues at the Port of Entry. For FCA Contracts, PerkinElmer reserves the right to use its own freight forwarder unless Customer specifies its own freight forwarder in the Order and Letter of Credit document.
3. Warranty: We warrant to Customer that the instruments and consumable products sold are, at the time of shipment to Customer from PerkinElmer, free from material defects in materials and workmanship. With respect to software products, we warrant that software products shall perform substantially in conformance with applicable published specifications and documentation of PerkinElmer.
a. Term: This warranty shall be valid as follows:
I. For instruments: 12 months from the date of Installation or 13 months from the date of shipment whichever is shorter.
II. For consumables: 30 days from Customer's receipt of the product or within the half-life of the radioisotope contained within the product, whichever period is shorter.
III. For software: 90 days from delivery of software products to the Customer.
b. Remedies: If the foregoing warranty is breached, we agree, at our option and in our sole discretion either
to: (a) repair or replace, at our sole option, any part of such products which, under proper and normal conditions of use, prove(s) to be defective, or (b) discharge our warranty obligation by accepting the return of any defective product and refunding the purchase price paid by Customer. The remedies provided in this paragraph are Customer's only remedies (to the exclusion of all others) for breach of the product warranty herein. 3) If an inspection of the claimed defects shows that no warranty claim exists, Customer shall be liable for all costs associated with the inspection. Our maximum aggregate liability to Customer for any loss or damage in respect of any claims, actions or proceedings arising out of a breach of the warranty hereunder, whether in contract, misrepresentation or otherwise, shall not exceed the total amount of the price paid by Customer to us for the defective Product(s).
c. Exclusions: The warranty herein only applies to products located within the country of original delivery. Warranty does not apply to improper or inadequate maintenance by Customer, Customer-supplied products, unauthorized modification, or misuse, operation outside of the environmental specifications for the Products or improper site preparation or maintenance. Warranty cover is provided as per Manufacturer guidelines and excludes Breakable items, Normal Wear and Tear items, Instrument Chassis etc. Warranty is covered only for Electrical and Electronic items as per PerkinElmer guidelines. For any dispute, the decision of PerkinElmer shall be final and binding upon Customer. Any third party items (non PerkinElmer branded products) if supplied by PerkinElmer shall be governed by the respective manufacturer's warranty conditions. The post supply support for those products shall be provided exclusively by the manufacturer of any such items, and not by PerkinElmer. |||
d. No Other Warranties: EXCEPT AS OTHERWISE PROVIDED HEREIN, THE PRODUCTS ARE BEING PROVIDED TO CUSTOMER “AS IS” WITHOUT ANY OTHER WARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE RESULTS, USEFULNESS AND PERFORMANCE OF THE PRODUCTS IS ASSUMED BY CUSTOMER. TO THE MAXIMUM EXTENT
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PERMITTED BY LAW, ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE ACCURACY OR COMPLETENESS OF RESULTS, ARE EXPRESSLY EXCLUDED. TO THE EXTENT REQUIRED BY LAW, THIS EXCLUSION SHALL NOT EXCLUDE OR RESTRICT PERKINELMER'S LIABILITY FOR DEATH OR PERSONAL INJURY IN CLAIMS OF PRODUCT LIABILITY, OR CUSTOMER'S RIGHTS OR REMEDIES IN RESPECT OF ANY FRAUD BY PERKINELMER.
e. No Other Remedies or Liability: The remedies provided in this Section 5 are Customer's sole and exclusive remedies for a breach of the product warranty herein. To the full extent permitted by law, we shall not be liable to Customer for any loss of profit, loss of opportunity, costs and fines and/or any indirect, special, punitive or consequential losses, whether based on contract, misrepresentation, tort (including negligence) or otherwise, arising out of the design, manufacture, sale, delivery or use of the products, including without limitation any loss of data, nor shall we be liable for any loss or damages caused by willful intent or gross negligence by our employees.
4. Spare parts replaced during the warranty term shall be shipped on Freight Prepaid basis directly to Customer by PerkinElmer. Customer shall make its own arrangements to Custom clear such spare parts. PerkinElmer shall not accept any charges on account of Customs Clearance and customs duty. Customer is required to return all original parts which are replaced during the warranty term to PerkinElmer's India office. Should customer refuse to return any such parts, the cost of the replacement parts shall be billed to Customer and Customer shall be under obligation to pay those expenses as claimed.
5. Customer shall be responsible for providing proper electrical power supply & basic Infrastructure as below for Instrument Installation:
I. Voltage : 220V +/- 5V, Ground to Neutral Voltage must not exceeding 2 (Two) Volts
II. Temperature : Between 18 Deg C to 25 Deg C, Humidity Between 10% and 80% non condensing
III. System: Need to be connected to Uninterrupted Power Supply or Stabilized Power supply Line as the case may be with proper Power rating and backup.
IV. Electrical Load like elevators should not be connected on the same phase or one for the system.
V. Room Conditions : Clean, Dust Free and Rodent/ Pest Free
The above five are general requirements. However, there could be specific requirements which are Instrument dependent and may vary accordingly. Pre installation Requirements and Scope of Installation Document can be provided on request. The foregoing warranty on instruments shall be null and void, if the Instrument fails to perform due to inadequate electrical and environmental conditions (in violation to the guidelines in the PIR document) at the place of Installation. The decision on this account by PerkinElmer's authorized Sales or Service representative shall be final and will be binding on Customer. Warranty service is limited to breakdown repairs only. Customer Sample analysis, Method development, Re-demonstration, Shifting, Re-installation, Application Services etc are out of scope of Installation and Warranty Service.
6. Time of Shipment: Within 90-120 days for all products from the date of receipt of CLEAN Letter of Credit (Amendment Free) duly acknowledged and accepted by the beneficiary and/or receipt of any necessary licenses (Export and or Import) and/or NO OBJECTION CERTIFICATE by Atomic Energy Regulation Board, Govt of India (“AERB”) permission to import Radioactivity and/or ALL, as applicable and/or from the date of PerkinElmer's SALES ORDER CONFIRMATION (SOC) which is a token of acceptance of Customer Order whichever is LATER . However securing AERB License is customer's absolute responsibility. Title and risk of loss shall pass on to Customer upon SHIPMENT of the goods from Port of Shipment against a valid Airway Bill, in accordance with INCOTERMS 2000.
The Product will deem to be treated as "DELIVERED" to the Customer on the date of release of AIRWAY BILL BY THE CARRIER AIRLINES.|||
Since the Quotation may contain many products manufactured at different manufacturing location of PerkinElmer and is subject to be allowed for Import in India as per Govt of India stipulated norms (for example Import License, Items not qualified under negative list of import, AERB Licenses to permit import of Radioactivity etc. There may be many more regulation/ norms. Few of them mentioned here are only sample representatives of many of those norms applicable) PerkinElmer shall not accept any Liquidated Damages of any nature, if imposed by the Customer.
7. Hazardous, Radioactive, Liquid Consumables, Dry Ice or Temperature sensitive products:
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Should the Order include any of such items, the Letter of Credit must allow partial shipment. In the event Customer is not willing to allow partial shipment, the Order must be changed to FCA Basis (CIP Contracts will not be acceptable). Customer shall own the absolute responsibility if kits do not work or get damaged as they would be shipped at Customer's risk. Customer accept that they will not seek replacement of such items if found damaged,leaked or report no activity, if partial shipment is not allowed. ALTERNATIVELY, Customer can place two orders separately for such items. It is assumed that customer is aware of consequences of not allowing partial shipment for those orders where the products as explained herein above are a part of supply. PerkinElmer shall not be held responsible if the Freight Charges on “Freight to Collect” basis are significantly high (We may estimate that it could be even 5-8 times when compared to normal shipment charges) as whole consignment shall be booked by air as e.g. Hazardous or under temperature sensitive condition or Dry ice or Radioactive material.
8. Order(s) which include Radioactive Material or to be used for radioactive study purpose, shall be manufactured and shipped only after Customer secures the permission from AERB (Atomic Energy Regulation Board), Govt of India, and furnishes a copy of the same to us for onwards submission to the Manufacturing unit in USA/ Finland. For any delays in delivery on account of non receipt of AERB License, Customer indemnifies PerkinElmer for any losses/ legal implication of any nature, whatsoever.
9. For FCA Contracts, Customer shall arrange the Insurance through its Underwriter. It is mandatory for Customer freight forwarder to ship the material same day when they collect the goods from PerkinElmer from its warehouse.
10. For both FCA / CIP Contracts, Insurance cover is valid for maximum 30 calendar days from the time the goods are shipped. It is strongly recommended that goods must be brought to Customer warehouse within the overall validity of the Insurance cover. The customer shall open, check and report the damage/ short shipment/ wrong shipments in writing, if found within the overall validity of Insurance cover to the underwriter directly. PerkinElmer has very limited role and responsibility as insurance is in the name of customer and title of goods is transferred in the name of customer at the time of delivery FCA or CIP (Inco terms 2000). The replacement shall be allowed only once underwriter/ insurer accepts the claim and agree to pay for damages to customer and customer agrees to pay to PerkinElmer in the currency of import only. For CIP Contracts, The Insurance Cover is provided only up to Airport of Entry in the Country. Customer shall be required to undertake extra insurance cover from Port to Entry to the Destination.
11. PerkinElmer confirms to employ and use best packing material, proper care which can sustain the turbulence during air shipment and conforms to International Standards.
12.Installation Applicable for Instruments Only: Within 7 days from the date of confirmation by the Customer that necessary Pre-Installation requirements are met in the Laboratory. The Installation process is limited to performing the checks, demo familiarization as per PerkinElmer guidelines. The specific guidelines shall be provided on request.
13. The Sales Order confirmation once issued shall be valid for 30 calendar days for establishing the Letter of Credit or for making advance payment. After 30 days, PerkinElmer reserves the right to reject and cancel the order without any financial or legal implications of any nature, whatsoever.
14. Short shipment, wrong shipments are to be reported by Customer in writing within 30 days from the date of shipment, failing which the order shall be assumed as completely supplied and Customer forfeits its right to ask for completion of supplies after 30 days of shipment.|||
15. The items in this quotation may be subject to Export License Approval from Govt. of United States of America and Govt. of Singapore. Should Export License is denied die to any reason whatsoever, the purchaser indemnifies PerkinElmer and its group companies for any financial and/or legal implications of any nature. The Order shall deem have been rejected automatically. These commodities or technical data are licensed by the United States for ultimate destination. Diversion contrary to US Law prohibited.
16. Permitted Use of Products.: The Products that are the subject of the Agreement may only be marketed and used by Customers subject to the following restrictions:
i. The Products may only be used for research purposes, and shall not be used for any other purposes, including,without limitation, in connection with human trials, for in vitro diagnostic purposes or in foods, drugs, biologics, medical devices or cosmetics, for humans or animals.
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ii. Customers may not transfer, sell or otherwise distribute the Products to any third party, whether alone or in combination with other materials.
iii. Neither Customer nor its any Representative may (i) modify the Products for resale, or (iii) use the Products
to
manufacture commercial products, in each case without prior written approval from Seller.
iv. Customer shall not remove, deface, alter or obscure any instructions or other notices furnished by PerkinElmer with respect to the Products.
v. Customers must comply with any PerkinElmer instructions or other limitations relating to use of the Products and shall not use the Products in any unauthorized manner.
vi. No license or immunity under any patent is granted to Representative or Customer, expressly or by implication, by the sale of the Products.
vii. PerkinElmer disclaims any and all responsibility for any injury or damage which may be caused by the failure of Representative or Customers or any third party to use the Products as authorized.
TERMS & CONDITION for Letter of Credit
1. Payment Terms: Irrevocable, clean Letter of Credit payable at Sight.
2. Address for Letter of Credit Beneficiary:
PerkinElmer Singapore Pte Ltd
2 Tukang Innovation Grove
#04-01 JTC MedTech Hub @ MedTech Park
Singapore 618305
3. Country of Shipment: SINGAPORE
4. Should Letter of Credit insist Certificate of Origin from Chamber of Commerce in SINGAPORE, it shall cost US$ 100.00 per copy EXTRA.
5. However, wherever Letter of Credit does not insist for Country of Origin to be issued by Chamber of Commerce, the Country of Origin certificate shall be issued by Letter of Credit Beneficiary without any extra charges.
6. Letter of Credit to be valid for 90-180 days (depending upon the product being ordered) excluding negotiation days & must be valid for negotiation in SINGAPORE through Beneficiary's Banker Only (Pls see clause 20 below for Bankers address in Singapore).
7. Once all documents in accordance with Letter of Credit are submitted to the advising Bank by PerkinElmer Singapore Pte Ltd (Beneficiary of Letter of Credit) after SHIPMENT of the order for realization of the dues, the Customer is under obligation to retire and accept the documents (with discrepancy if any) on its first presentation by its Banker on the SAME DAY of presentation of document to Customer. Under no circumstances, Customer and/or its Bank shall hold the documents due to any reason whatsoever.|||
8. For CIP contracts, Letter of Credit condition should not insist for Insurance Policy to be an integral part of set of Negotiating Documents. Letter of Credit shall be inoperative and will call for amendments in the Letter of Credit to “Insurance Certificate” and/or “Insurance Policy Certificate” only. Letter of Credit seeking
MARINE POLICIES/CERTIFICATES, BILL OF LADING shall render the Letter of Credit inoperative till amendments are allowed as we ship the products by Air only so documents related to Sea Shipment in the Letter of Credit must be deleted or omitted.
9. All Bank charges for establishing Letter of Credit and CAD shipments will be to the account of Purchaser.
10. Further Bank Charges within & outside India towards amendment in the Letter of Credit arising out of non respect of the clauses mentioned in this document, if any will be specifically borne by the Purchaser.
11. IMPORTANT: It is strongly suggested that Letter of Credit should not insist on negotiation of Letter of Credit with their appointed bankers. Should Customer's Letter of Credit insist that the Letter of Credit negotiations are to be done by a specific Customer specified Bank other than PerkinElmer's Bankers in Singapore, the Bank Charges outside India shall also be borne by Customer. PerkinElmer shall not accept such charges due to high banking charges of Customer specified Bank.
12. Negotiation of documents: 21 days beyond shipment date to be permitted. Letter of Credit insisting for negotiation period less than 21 days will render the Letter of Credit inoperative and will call for amendments to minimum 21 days.
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13. Delivery: Within 90 -180 Days (depending upon the product being ordered) from the date of receipt of CLEAN, IRREVOCABLE Letter of Credit by PERKINELMER SINGAPORE and receipt of valid export licenses and/or AERB Licenses. Should the Letter of Credit require amendment, the time taken for amendments is specifically added to the mentioned time limit. PerkinElmer shall not accept any Liquidated Damage Charges, if imposed by Customer on account of late delivery charges.
14. Since shipment is strictly by Airfreight, hence terms such as FCA or CIP shall be used as per Incoterms 2000. Non respect of INCOTERMS definitions shall render the Letter of Credit inoperative and will essentially require amendments. Please do not use words as FOB and or CIF in the Letter of Credit.
15. PerkinElmer Singapore Pte Limited shall not accept customer designated/appointed Freight Forwarder for CIP Orders/ Contracts for better control and facilitation of shipment.
16. For FCA Contracts, PerkinElmer Pte Singapore reserves the right to use its own freight forwarder unless Customer specifies its own freight forwarder in the Order or Letter of Credit Document.
17. Inspection certificate, Test Certificates, Warranty Certificates or other declarations as deem fit and appropriate shall be exclusively issued by Beneficiary only.
18. Third party performance test inspection at manufacturing sites before delivery is not acceptable even at an extra cost. Pre-shipment Inspection at Singapore (Port of Shipment) can be allowed on additional charges. All costs involved in Third Party Pre-Shipment Inspection shall be exclusively borne by Customer or its designated Inspection Agency. We shall not perform any performance test in Singapore on the product being ordered.
19. Beneficiary's Bankers Address: CITIBANK NA, Singapore Branch, 8, Marina View # 16-01 Asia
Square Tower 1, Singapore 018960. SWIFT CODE: CITISGSG; BANK CODE: 7214; BANK ACCOUNT NO - 0823529031, Branch Code:001
20. The items in this quotation may be subject to export license approval. These commodities or technical data are licensed by the United States for ultimate destination. Diversion contrary to US Law prohibited.
21. It is always advised and strongly recommended to cross verify the draft Letter of Credit document before transmission with PerkinElmer Authorized Representative to avoid any amendment at a later date so as to reduce financial exposure and delay in execution of the order.
22. Taxes, Duties & other Government Levies would be extra at actual prevailing at the time of shipment.
For PerkinElmer India Pvt. Limited