Terms & Conditions

1. Definitions

In these Terms and Conditions, the following words shall have the meanings assigned to them:

"Seller" or "Company" means Universal Biotechnology Private Limited, a company incorporated under the Companies Act, having its registered office at A-33, Ring Road, Rajouri Garden, New Delhi 110027, INDIA.

"Buyer" or "Customer" means the individual, firm, or corporation purchasing the Products or Services from the Seller.

"Products" means all goods, materials, equipment, reagents, kits, consumables, and any other items supplied by the Seller to the Buyer under a Purchase Order.

"Services" means any services provided by the Seller to the Buyer, including but not limited to technical support, installation, training, and consultancy.

"Purchase Order" or "Order" means a written or electronic order submitted by the Buyer to the Seller for the purchase of Products or Services.

"Contract" means the agreement between the Seller and the Buyer for the sale of Products or Services, comprising the Purchase Order, these Terms and Conditions, and any applicable specifications.

"Force Majeure" means any event beyond the reasonable control of a party, including but not limited to acts of God, war, terrorism, pandemic, government actions, natural disasters, fire, flood, or disruptions to supply chains.

2. Delivery and Shipping Terms

2.1 Delivery dates provided by the Seller are estimates only and are not guaranteed. The Seller shall use reasonable efforts to meet estimated delivery dates but shall not be liable for any delay in delivery.

2.2 Risk of loss or damage to the Products shall pass to the Buyer upon delivery to the carrier or, if the Buyer collects the Products from the Seller's premises, at the time of collection.

2.3 The Seller reserves the right to make partial deliveries and to invoice each partial delivery separately.

2.4 The Buyer shall inspect all Products immediately upon receipt. Any claim for shortage, damage, or non-conformity must be notified to the Seller in writing within 7 days of receipt. Failure to do so shall constitute acceptance of the Products by the Buyer.

2.5 Shipping and handling charges are additional unless otherwise expressly stated in the quotation or invoice.

3. Cancellation of Purchase Order

3.1 The Buyer may cancel a Purchase Order only with the prior written consent of the Seller.

3.2 In the event of cancellation, the Buyer shall pay the Seller a cancellation fee equal to all costs incurred by the Seller up to the date of cancellation, including but not limited to procurement costs, handling fees, and a restocking fee of up to 25% of the Order value.

3.3 Orders for custom-designed, special-order, or non-returnable Products may not be cancelled under any circumstances.

4. Title and Risk of Loss

4.1 Title to the Products shall remain with the Seller until the Seller has received full payment of all sums due under the Contract.

4.2 Until title passes to the Buyer, the Buyer shall:

(a) Hold the Products as the Seller's fiduciary agent and bailee;
(b) Store the Products separately from other goods in a manner that clearly identifies them as the Seller's property;
(c) Maintain insurance on the Products for their full replacement value; and
(d) Not sell, transfer, or otherwise dispose of the Products except in the ordinary course of business.

4.3 The Buyer's right to possession of the Products shall cease immediately if the Buyer commits any act of insolvency or defaults on any payment obligation.

5. Assembly/Installation Work

5.1 Where the Contract includes assembly or installation Services, the Buyer shall provide safe and adequate access to the installation site, including necessary utilities, lighting, and facilities.

5.2 The Buyer shall ensure that the installation site is prepared in accordance with any specifications provided by the Seller.

5.3 Any delay caused by the Buyer in preparing the site or providing access shall entitle the Seller to charge additional costs.

6. Set-up Charges

6.1 Initial set-up charges, if applicable, shall be as specified in the quotation or invoice.

6.2 Set-up charges cover the configuration, calibration, and basic testing of equipment or systems as specified in the Contract.

6.3 Any additional work requested by the Buyer beyond the scope of the standard set-up shall be charged at the Seller's prevailing rates.

7. Contract Price

7.1 The Contract Price shall be as set forth in the Seller's quotation or invoice. All prices are in Indian Rupees (INR) unless otherwise stated.

7.2 The Seller reserves the right to adjust prices at any time prior to acceptance of a Purchase Order. Prices for accepted Orders are fixed unless otherwise agreed in writing.

7.3 Any applicable taxes, duties, levies, or government charges shall be borne by the Buyer and added to the Contract Price.

7.4 If the Buyer requests a change to the Products or Services after Order acceptance, the Seller may adjust the Contract Price accordingly.

8. Payment Terms

8.1 Payment terms shall be as specified in the Seller's invoice or as otherwise agreed in writing between the parties.

8.2 Unless otherwise agreed, payment shall be made in full within 30 days from the date of invoice.

8.3 The Seller reserves the right to require advance payment, partial payment, or security for payment from the Buyer at any time.

8.4 If the Buyer fails to make any payment when due, the Seller shall have the right to:

(a) Charge interest on the overdue amount at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, from the due date until payment is received;
(b) Suspend performance of all obligations under the Contract until payment is received;
(c) Terminate the Contract and seek damages.

8.5 All payments shall be made without any deduction, set-off, or counterclaim.

9. Disclaimer of Warranty

9.1 THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE PRODUCTS OR SERVICES, EXCEPT AS EXPRESSLY SET FORTH IN THIS CLAUSE.

9.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.3 The Seller warrants that the Products shall conform to the manufacturer's published specifications at the time of shipment. This warranty is limited to the terms and conditions of the manufacturer's warranty, if any. THE SELLER DOES NOT PROVIDE ANY INDEPENDENT WARRANTY ON PRODUCTS AND ALL WARRANTY CLAIMS MUST BE DIRECTED TO THE RESPECTIVE MANUFACTURER.

9.4 The Seller does not warrant that the Products will meet the Buyer's specific requirements or that the results obtained from the use of the Products will be accurate, reliable, or suitable for any particular purpose.

9.5 Products are intended for research use only and not for diagnostic, therapeutic, or clinical purposes unless expressly stated otherwise by the manufacturer.

10. Limitation of Liability

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF USE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

10.2 THE SELLER'S TOTAL LIABILITY TO THE BUYER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE CONTRACT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE BUYER FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM.

10.3 The limitations in this Clause shall apply even if the Seller has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.

10.4 Nothing in these Terms and Conditions shall exclude or limit the Seller's liability for death or personal injury resulting from its negligence or for fraud or fraudulent misrepresentation.

11. Indemnification

11.1 The Buyer shall indemnify, defend, and hold harmless the Seller, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

(a) The Buyer's use, handling, storage, or disposal of the Products;
(b) Any breach of these Terms and Conditions by the Buyer;
(c) Any negligent or wrongful act or omission of the Buyer;
(d) Any claim that the Buyer's use of the Products infringes any third-party intellectual property rights.

12. Adequate Assurance

12.1 If the Seller has reasonable grounds to believe that the Buyer may be unable to perform its obligations under the Contract, the Seller may demand in writing that the Buyer provide adequate assurance of performance.

12.2 The Buyer shall provide such assurance within 10 business days of the Seller's demand. Failure to do so shall constitute a material breach of the Contract.

13. Intellectual Property Rights

13.1 All intellectual property rights in the Products, including but not limited to patents, trademarks, copyrights, trade secrets, and know-how, are and shall remain the sole property of the Seller or its licensors.

13.2 The Buyer shall not reverse engineer, decompile, disassemble, modify, or create derivative works of any Product without the prior written consent of the Seller.

13.3 The Buyer shall not remove, alter, or obscure any proprietary notices, labels, or markings from the Products.

13.4 Nothing in these Terms and Conditions grants the Buyer any license or right to use any intellectual property of the Seller except as expressly necessary to use the Products for their intended purpose.

14. Compliance with Laws

14.1 Both parties shall comply with all applicable laws, regulations, and governmental requirements relating to the performance of the Contract.

14.2 The Buyer represents and warrants that it shall use the Products in compliance with all applicable laws, including but not limited to export control laws, customs regulations, and laws relating to the handling, storage, and disposal of hazardous materials.

14.3 The Buyer shall obtain and maintain all necessary licenses, permits, and approvals required for the use of the Products.

15. Nuclear and Hazardous Activities

15.1 The Products are not designed, manufactured, or intended for use in nuclear facilities, nuclear weapons, missile systems, chemical or biological weapons, or any other hazardous or dangerous activities where failure of the Products could result in death, personal injury, or severe property damage.

15.2 The Buyer agrees that it shall not use the Products in any such activities without the Seller's prior written consent. The Buyer shall indemnify and hold the Seller harmless from any claims, damages, or liabilities arising from any unauthorized use of the Products in such activities.

16. Termination

16.1 The Seller may terminate the Contract immediately by written notice to the Buyer if:

(a) The Buyer fails to make any payment when due;
(b) The Buyer breaches any material term of the Contract and fails to remedy such breach within 10 days of receiving written notice;
(c) The Buyer becomes insolvent, files for bankruptcy, or is the subject of any proceeding relating to insolvency;
(d) The Buyer ceases to conduct business in the ordinary course.

16.2 Upon termination, the Buyer shall immediately pay all amounts due to the Seller, including any cancellation charges as provided in Clause 3.

16.3 Termination shall not affect any rights or remedies that have accrued prior to termination, nor shall it affect the continuing provisions of these Terms and Conditions.

17. Amendment and Modification

17.1 These Terms and Conditions may be amended or modified only by a written agreement signed by both parties.

17.2 The Seller reserves the right to update or revise these Terms and Conditions from time to time. The revised terms shall apply to all Orders placed after the date of revision.

17.3 The Buyer's continued placement of Orders after any revision constitutes acceptance of the revised Terms and Conditions.

18. Waiver

18.1 No failure or delay by either party in exercising any right or remedy under the Contract shall constitute a waiver of that right or remedy.

18.2 Any waiver must be in writing and signed by the waiving party. A waiver of any breach shall not constitute a waiver of any subsequent breach.

19. Confidential Information

19.1 Each party may disclose confidential information to the other in connection with the Contract. "Confidential Information" includes but is not limited to business plans, customer data, technical data, product specifications, pricing, and trade secrets.

19.2 The receiving party shall:

(a) Maintain the confidentiality of the disclosing party's Confidential Information;
(b) Not use the Confidential Information for any purpose other than performing its obligations under the Contract;
(c) Limit access to Confidential Information to those employees and agents who need to know it for the purposes of the Contract; and
(d) Return or destroy all Confidential Information upon the disclosing party's request.

19.3 The obligations in this Clause shall not apply to information that: (a) is or becomes publicly available without breach of this Clause; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law.

20. Force Majeure

20.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure event.

20.2 The affected party shall promptly notify the other party in writing of the Force Majeure event and its expected duration.

20.3 If a Force Majeure event continues for more than 30 days, either party may terminate the Contract without liability, except for payment for Products delivered or Services performed prior to termination.

21. Assignment

21.1 The Buyer shall not assign, transfer, or delegate any of its rights or obligations under the Contract without the prior written consent of the Seller.

21.2 The Seller may assign, transfer, or delegate any of its rights or obligations under the Contract to any affiliate or successor in interest without the Buyer's consent.

21.3 Subject to the foregoing, the Contract shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

22. Relationship of the Parties

22.1 The Seller and Buyer are independent contractors. Nothing in the Contract shall create a partnership, joint venture, agency, franchise, or employment relationship between the parties.

22.2 Neither party has the authority to bind the other or to incur any obligation on the other's behalf without the other's express written consent.

23. Governing Law

23.1 These Terms and Conditions and the Contract shall be governed by and construed in accordance with the laws of the Republic of India.

23.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to the Contract.

24. Submission to Jurisdiction

24.1 Any dispute arising out of or relating to the Contract shall be subject to the exclusive jurisdiction of the courts located in New Delhi, India.

24.2 The parties submit to the personal jurisdiction of such courts and waive any objection to venue or inconvenient forum.

25. Notices

25.1 All notices, requests, and communications under the Contract shall be in writing and shall be deemed properly served if:

(a) Delivered personally;
(b) Sent by registered or certified mail, postage prepaid, return receipt requested;
(c) Sent by reputable overnight courier; or
(d) Sent by email with confirmed receipt.

25.2 Notices shall be addressed to the parties at their respective addresses set forth in the Purchase Order or as otherwise notified in writing.

26. Severability

26.1 If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the Contract, and the remaining provisions shall continue in full force and effect.

26.2 The parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid provision that achieves the original economic and legal intent.

27. Survival

27.1 The following provisions shall survive any termination or expiration of the Contract: Clauses 4 (Title and Risk of Loss until payment), 9 (Disclaimer of Warranty), 10 (Limitation of Liability), 11 (Indemnification), 13 (Intellectual Property Rights), 19 (Confidential Information), 23 (Governing Law), 24 (Submission to Jurisdiction), 27 (Survival), and 28 (Complete Agreement).

28. Complete Agreement

28.1 The Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral.

28.2 Any terms or conditions contained in any Purchase Order, acknowledgment, or other document issued by the Buyer that are inconsistent with or in addition to these Terms and Conditions shall be deemed rejected by the Seller unless expressly accepted in writing.

28.3 The parties expressly agree that no usage of trade or course of dealing shall be used to modify or supplement the terms of the Contract.

29. Language

29.1 The Contract is prepared and executed in the English language. Any translations of the Contract are for convenience only and shall not be legally binding.

29.2 All communications, notices, and proceedings relating to the Contract shall be in the English language.