Terms and Condition for Celestial Sphere Trading Pte Ltd (CST) as Seller
These are the terms and conditions (“Terms”) under which we (Celestial Sphere Trading / CST) as "Seller" sell our products to you as "Buyer", and they will govern all buyer product orders and purchases from CST. Our offer to sell products is expressly conditioned upon your acceptance of these Terms. You will be deemed to have accepted these Terms upon purchase. Our failure to object to any terms and conditions contained in any purchase order or other document from you will neither be construed as our acceptance of such terms and conditions, or a waiver of these Terms.
All orders are subject to availability. All Orders are subject to acceptance by Seller either in writing or by shipping Product. Seller may accept any order in whole or in part. Seller reserves the right to refuse or cancel an order for any reason including limitations on quantities available, inaccuracies in ordering or billing information, errors in Product or pricing information, or any other potential problem identified by Seller. Buyer may not cancel or change an order once the order is processed except on a case-by-case basis with written acknowledgment by Seller and, in any case, Customer may not cancel or change an order after shipment of Product.
Estimated delivery will be stated in the quotation unless otherwise specified. If Buyer have specified a delivery date, Seller will endeavour to deliver goods within that timeframe. Seller will be entitled to deliver the goods to Buyer after the agreed delivery date or cancel the commercial agreement without being liable to Buyer in any way, if the delay in delivery is caused but circumstances beyond Seller control. Buyer may not refuse to accept delivery of goods unless prior agreement in writing has been granted by Seller. All goods shipped from Seller warehouse will be transported by the most appropriate means as judged by Seller unless prior arrangements have been made. Should it be deemed necessary, Seller reserve the right to change the method of freight shipment and are under no obligation to notify you of such a change.
The Manufacturer guarantees that products, which are used under normal circumstances and according to instructions of use and the applicable legislation, will function properly and are manufactured of defect free materials. Products sold will be limited by the terms and conditions stated by the original manufacturer. If no terms are stated then the warranty period will not exceed twelve months from date of delivery to Buyer facility unless prior agreement is reached between Seller, the original equipment manufacturer and the Buyer.
USE OF PRODUCTS
Seller's products are intended primarily for laboratory research purposes and unless otherwise stated on product labels, in seller's catalogs or in other literature furnished to Buyer, are not to be used for any purposes, including but not limited to in vitro diagnostic purposes. Buyer acknowledges that the products have not ben tested by Seller for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in seller’s literature furnished to Buyer. Buyer expressly represents and warrants to Seller that Buyer will properly test, use, manufacture and market any product purchased from Seller and/or materials produced with products purchased from Seller in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted. Buyer further represents and warrants that it will not use Seller’s products as or in a pesticide, and will not further sell or distribute Seller’s products for such use.
Buyer realises that, since Seller’s products are, unless otherwise stated, intended primarily for research purposes, they may not be on the EPMA. Buyer assumes responsibility to assure that the product purchased from Seller are approved for use under EPMA and other applicable laws and regulations of all local and overseas controlling agencies, whenever applicable.
Buyer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products purchased from Seller. Buyer also has the duty to warn Buyer’s customers and any auxiliary personnel (such as freight handler, eta.) if any risks involved in using or handling the products. Buyer agrees to comply with instructions, if any, furnished by Seller relating to the use of products and not misuses the products in any manner. If the products purchased from Seller are to be repackaged, relabelled or used as starting material or components of other products, Buyer will verify Seller’s assay of the products. No products purchased from Seller shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.
Buyer represents and warrants that it shall use all products ordered herein in accordance with paragraph “ USE OF PRODUCTS”, and that any such use of products will not violate any laws or regulation. Buyer shall hold harmless, indemnify and defend (at Seller, its employees, agents, successors, officers, and assigns from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Seller may sustain or incur as result of any claim against Seller based upon negligence, breach of warranty, strict liability in tort, contract, pr any other theory of law brought by Buyer, its officers, agents, employees, successors or assigns, by Buyer’s customers, by end users, by auxiliary personnel (such as freight handlers, etc) or by other third parties, arising out of, directly or indirectly, the use of Seller’s products, or by reason of Buyer;s failure to perform its obligation contained herein. Buyer shall notify Seller in writing within seven (7) days of Buyer’s receipt of knowledge of any accident, or incident involving Seller’s products which result in personal injury of damage to property, and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Seller and any investigation by Seller of such information or incident report shall not in a way constitute any assumption of any liability for such accident or incident by Seller.
Because of the possibility of typographical or human error, CST (Celestial Sphere Trading Pte Ltd) disclaims responsibility for errors. CST also disclaims responsibility for errors in pricing, for the use or misuse of any products, and error in webpages and supplier’s data sheets. Seller shall not in any event be liable for incidental, consequential or special damages of any kind resulting from any use or failure of the products, even if seller has been advised of the possibility of such damage including, without limitation, liability for loss of use, loss of work in progress, down time, loss of revenue or profits, failure to realize savings, loss of products of buyer or other use or any liability of buyer to a third party on account of such loss, or for any labor or any other expense, damage or loss occasioned by such product including personal injury or property damage unless such personal injury or property damage is caused by seller's gross negligence.
Delivery Dates and times are estimates only and we will not be liable (in contract, tort or otherwise) for any losses, expenses, claims or damages caused by late delivery.
To the maximum extent permitted by applicable law, we will not be liable under any legal theory (including but not limited to contract, negligence, strict liability in tort or warranty of any kind) for any indirect, special, incidental, punitive, multiple, exemplary or consequential damages ( including but not limited to costs of cover, lost profits, lost data, loss of business, loss of goodwill or loss of revenue) that you might incur under the contract, or that may arise from or in connection with our products or services, even if we had notice of the possibility of such damages. In addition, our maximum aggregate liability arising out of or in connection with the contract, or any product, is limited tp the amount buyer paid to us for the product purchased.