BD Biosciences General Terms and Conditions
- Order Acceptance: The following outlines the terms and conditions upon which BD Biosciences accepts orders for goods and services and constitutes the entire agreement between the parties. These terms and conditions will supersede any agreement or document, including terms and conditions that are part of a purchase order or other document sent to BD Biosciences by the BUYER. By issuing a purchase order, BUYER is deemed to have accepted these terms.
- Pricing: List prices can be obtained by visiting the BD Biosciences website www.bdbiosciences.com or contacting Customer Service toll-free at 1-866-979-9408. BD Biosciences reserves the right to change pricing without notice.
- Standard Orders: Unless specifically noted in the catalog or otherwise stated in the product-specific terms and conditions to follow, no minimum order quantity is required. Orders cannot be revised or cancelled once a delivery note has been created. Additions to orders once a delivery note has been created must be entered on a separate order and may therefore be subject to additional shipping charges.
- Shipping: Typically orders are shipped Monday through Thursday for next day delivery. Orders received on Fridays are shipped Monday for next day delivery. All shipments are freight on board (FOB) shipping point. BD Biosciences is not liable for any loss or damage during the course of shipment. This includes accidents, theft, vandalism, labor difficulties, or disputes, weather extremes, other acts of nature, or other circumstances causing a delay in delivery. Freight or shipping and handling charges will be prepaid and added to your invoice.
- Packaging: In an effort to be environmentally friendly, BD Biosciences consistently seeks ways to reduce solid waste and ships products when possible using environmentally compatible and recyclable containers without ice packs. Shipping experiments have been performed that show most reagents are stable when shipped at ambient temperature. Products shipped with dry ice or ice packs are shipped according to their appropriate shipping conditions. Upon receipt, product should be stored under the conditions indicated by the technical data sheet.
- Shortages or Damaged Goods: BD Biosciences must be notified of any claims for shortages or damaged products within 72 hours of receipt of the products or they shall be deemed accepted by you. For damaged products, at BD Biosciences' option, an authorization to return the goods may be issued or you may be asked to document the destruction of the goods at your site.
- Reagent Returns: BD Biosciences Customer Service must be notified within 14 days after receipt of the product of any request to return a reagent product. A return authorization is required for all returns. Not all requests for return will be granted: for example, in the case of a Buyer's purchasing error or change in the order subsequent to shipping the product, authorization will not be granted. Special order and custom products, or products which cannot be resold will not be authorized for return absent a defect. BD may choose to verify any performance problems prior to authorizing return or replacement. All return shipping costs are to be paid by the Buyer. Please contact the Customer Service department toll free at 1-866-979-9408to request authorization to return, information, or clarification of our policies.
- Restocking Fee: All requests to return products that do not have a verified performance problem will be subject to a restocking fee of 25% of the purchase price or minimum of $25, whichever is greater. If BD Biosciences makes a shipping error, the product can be returned at BD Biosciences' expense and no restocking fee will apply.
- Payment Terms: Terms are net 30 days from date of invoice. BD Biosciences shall have the right to delay shipment or suspend performance under any agreement, if payment under any agreement or order between Buyer and BD Biosciences is not received when due or is rescinded. Buyer warrants that it has funds or approved funding for all payments to be required under any purchase order placed or agreement executed with BD Biosciences. If Buyer fails to pay any invoice when due, BD Biosciences may also charge Buyer a late payment charge equal to the lesser of one and one-half percent (1½%), or the maximum permissible rate under local law, per month on the outstanding balance. If you are a tax exempt agency, please submit a copy of your tax exemption certificate with your purchase order or fax a copy to BD Biosciences, Attention: Credit Department at 1-800-565-0897.
- Product Use Limitations: BD Biosciences sells products for research and clinical use. Research products are labeled for Research Use Only (RUO) and are not for use in diagnostic or therapeutic procedures. Products for clinical use are labeled as for In Vitro Diagnostic Use (IVD).. BD Biosciences is not liable for misuse of any product. All IVD products, and many RUO products, are manufactured in accordance with Good Manufacturing Practices (GMP) for devices under 21 CFR Part 820. The catalog includes a parenthetical notation indicating which RUO products are GMP manufactured. Note that all sales are to direct end users only and are not for resale.
- Special Orders and Custom Configuration: Special orders and custom configuration products are warranted only to conform at the time of delivery to the carrier, the quantity and contents stated on the product label. There are no warranties, express or implied, that extend beyond the description of the label on the product. Buyer recognizes that BD Biosciences has manufactured the products at the instruction and to specifications provided by Buyer and has not independently tested the products for any characteristics other than those set forth on the label. Buyer takes all responsibility for confirming the appropriateness of the products for Buyer's intended use. BD assumes that Buyer has all rights necessary for the manufacture, use and sale of the products as they are pursuant to Buyer's specifications and makes no claims or inquiries as to such rights. Buyer agrees to indemnify and hold harmless BD Biosciences against any claims or damages relating to the failure to have sufficient rights. BD Biosciences sole liability in the event that a product does not conform to the quantity and contents stated on the product label is limited to either replacement of the products or refund of the purchase price. BD Biosciences is not liable for property damage, personal injury or economic loss caused by the product. Notwithstanding anything to the contrary in these terms and conditions, BD makes no representations or warranties with respect to any materials provided by Buyer for use with the products or as to the performance of the products when used with such materials.
Research Use Only (RUO) custom products may be released without testing. Testing, where possible, may be available for an additional fee.
Custom reagent orders are typically produced within six to eight weeks.
- Information Provided to Third Party Suppliers: BD Biosciences may provide your information to suppliers of reagents, suppliers of hardware and software included in its instruments, or to integrators or other subcontractors whom BD Biosciences uses to manufacture or ship product to you. This information would be limited to product, purchase date, customer name and address and would be used for warranty claim or recall purposes.
- Reagent Warranties: BD Biosciences products are warranted only to conform to the quantity and contents stated on the label at the time of delivery to the Buyer, or, with respect to custom products; the specifications agreed with the customer at the time the order is taken.
- Proprietary Software BD™ FACSLink Software License and Warranties: In consideration of the purchase price you pay for any instrument, BDs proprietary application and system software, and related documentation are licensed to you by BD Biosciences. You own the media on which the software is recorded, but BD Biosciences retains title to the software. This license allows you to use the software on a single computer and to make one copy of the software in machine readable form for backup purposes only. BD FACSLink software is licensed to you pursuant to a license agreement that is agreed at the time of installation and that BD has the right to enforce. BD proprietary and BD FACSLink software contain copyrighted material, trade secrets, and other proprietary information, and in order to protect them, you may not decompile, reverse engineer, disassemble, or reduce the software to human-perceivable form. All software and related documents are provided "AS IS" and without warranty of any kind. BD Biosciences does not warrant that the functions contained in the software will meet your requirements, or that the operation of the software will be uninterrupted or error-free, or that defects in the software will be corrected. Software, when purchased after the initial instrument purchase, will assume the warranty or maintenance service agreement duration of the original instrument. If this purchase occurs during the last three months of the system warranty or maintenance service agreement, or later, it will be considered a stand-alone purchase and will receive a three month warranty from the date of installation or a four month warranty from date of shipment, whichever occurs first. BD Biosciences will replace, free of charge, any defective media provided that it is returned during the warranty period to BD Biosciences. This limited warranty on the media runs only to the original Buyer and cannot be transferred or sold. This warranty does not apply if the product has been damaged by accident, abuse, misuse, misapplication or if the product has been modified.
Service for BD FACSLink software may be provided by Data Innovations, Inc. BD FACSLink uses Data Innovations' Instrument Manager™ software.
- Third Party Software Warranty: Third party software, not developed by BD Biosciences, will carry the warranty, if any, of the third party software vendor (e.g. Microsoft®, Verity Software House), not of BD Biosciences.
BD CELL AND BIOMARKER PRESERVATION PRODUCT-SPECIFIC TERMS AND CONDITIONS
The following terms and conditions apply ONLY to BD Cell and Biomarker Preservation products and shall govern all transactions thereto related including but not limited to purchases made on www.bdbiosciences.com/ca. In the event of discrepancy between these terms and conditions and the BD Biosciences General Terms and Conditions, these terms and conditions shall supersede.
- Order Acceptance: The following outlines the terms and conditions upon which BD accepts orders for goods and services and constitutes the entire agreement between the parties. By issuing a purchase order, BUYER is deemed to have accepted and to be bound by these terms and conditions. For greater certainty, all other terms and conditions on the BUYER’s form shall be deemed null and void.
- Pricing: List prices can be obtained by visiting the www.bdbiosciences.com or contacting Customer Service toll-free at 1-866-979-9408. BD reserves the right to change pricing without notice.
- Payment Terms: s Payment terms are Net thirty (30) days.
- Standard Orders: , Unless specifically noted in the catalog, minimum order quantity shall be at least one (1) case of any product. Orders cannot be revised or cancelled once an order has been sent to BD’s distribution center for processing. Additions to orders once an order is created must be entered on a separate order and may therefore be subject to additional shipping charges. BD reserves the right to alter orders where quantities are significantly higher than historical norms, or in times of scarce supply. BD will notify customer of any change to order quantity prior to shipment.
- Shipping: Where inventory permits, orders for normal stocked products received during normal business hours will be shipped the same or next business day. BD is not liable for any loss or damage during the course of shipment. This includes accidents, theft, vandalism, labour difficulties, or disputes, weather extremes, other acts of nature, or other circumstances causing a delay in delivery. Freight or shipping and handling charges will be prepaid and added to your invoice.
- Packaging: In an effort to be environmentally friendly, BD consistently seeks ways to reduce solid waste and ships products when possible using environmentally compatible and recyclable containers without ice pack. Shipping experiments have been performed that show most products are stable when shipped at ambient temperature. Products shipped with dry ice or ice packs are shipped according to their appropriate shipping conditions. Upon receipt, product should be stored under the conditions indicated by the technical data sheet.
- Reporting of discrepancies: Customer should accept deliveries made by carrier by counting and inspecting prior to acceptance of delivery from the carrier. Discrepancies should be noted on the freight document and countersigned by driver. Discrepancies not noted on packing slip or documents signed subject to count or with a pallet count may not be credited. Any discrepancies (pricing, billing charges, shortages, overages, wrong Product, missing documents, damages, etc.) must be reported within 15 calendar days of invoice date via email, phone and/or reconciled debit memo notification. Failure to provide timely notification within 15 calendar days of invoice date may be grounds for denial of the claim, and unsubstantiated invoice deductions will not be allowed.
- When reporting claims, have available the following:
- Purchase information (purchase order and invoice number)
- Type of discrepancy and requested action
- Product information (BD catalog number, lot and/or batch number, and serial #s if applicable)
- Quantity of material per the packing list unit of measure terms
- Contact information (contact name, email, telephone and fax number)
- Copy of carriers bill of lading or delivery receipt signed by customer receiving personnel which includes # of pallets received, any visible damage noted, and the seal # - if a full truckload shipment
- Returns: — BD will accept product returns only to the extent that such products were purchased directly from BD, subject to the following terms and conditions:
9.1.1. Returns will not be accepted for full credit without an RMA (Return Material Authorization; previously called Return Goods Authorization) issued by BD, including returns which are the result of a BD error. Unauthorized returns will not be returned to the BUYER and shall be destroyed by BD without credit.
9.1.2. All product returns must have an RMA attached with return paperwork.
9.1.3. To requestan RMA, email/fax/phone request to: E-mail: email@example.com Phone: 1-866-979-9408
9.1.4. In order for BD to issue an RMA include the following information:
- Purchase information (purchase order and invoice number)
- Reason for return including type of damage, if applicable
- Product Information (material number, lot number, UOM, pallet condition, expiration date & quantity)
- Contact Information (contact name, phone and fax number)
- Requested pricing must reference previous order pricing. Otherwise, BD will price returns at the published Distributor Price 9.1.5. An RMA will not be issued, nor will credit be given for the following instances. In addition, the product shall be destroyed by BD and will not be returned to the BUYER:
- Product returned WITHOUT authorization
- Product not purchased from BD
- Products that contain drugs
- Products that are temperature controlled
- Special Ordered or Custom Made Products
- Obsolete or discontinued products
- Products not returned in resalable condition, including but not limited to :
- Opened products
- Products with additional writing, stamps, stickers or such other markings added by the BUYER
- Expired product or product outside minimum dating requirements
- Units of measure less than BD’s original unit of issue (e.g. partial cases)
9.1.6. An RMA will only be issued to the original ship-to location and to the business entity that originally purchased BD product. Product returns MUST be received at BD’s distribution center within thirty (30) days of the RMA issue to be eligible for full credit. BD reserves the right to refuse or accept eligible product returns not received within thirty (30 days of RMA issuance at it sole discretion; should the eligible returned product be accepted, BD may levy additional restocking fees as outlined in section 9.1.7 below. Returns are to be shipped to the address indicated on the authorized RMA form. The BUYER shall be responsible for all freight charges for all returns except as otherwise noted. For greater certainty, excluded returns include product received by the BUYER damaged or defective, as well as any product shipped in error by BD; these returns may be shipped freight collect with a BD preferred carrier. Restocking fee will not apply. All product returned with expiration dating must meet acceptable BD shelf-life guidelines and must be in its original, full shipment container. (Example for original, full shipment container: If product was originally bought as a case, then a case should be returned.) Contact BD to identify expiration or container requirements for a specific material number
9.1.7. Applicable Restocking Fees: All requests to return products that do not have a verified performance problem, as well as returns not received at BD’s distribution center within thirty (30) days of RMA issue, will be subject to a restocking fee of 25% of the purchase price or minimum of $25, whichever is greater. If BD makes a shipping error, the product can be returned at BD's expense and no restocking fee will apply.
- Product Use Limitations: BD sells products for research and clinical use. Research products are labeled for Research Use Only (RUO) and are not for use in diagnostic or therapeutic procedures. Products for clinical use are labeled as for In Vitro Diagnostic Use (IVD). BD is not liable for misuse of any product. All products, and many RUO products, are manufactured in accordance with Good Manufacturing Practices (GMP) for devices under 21 CFR Part 820. The catalog includes a parenthetical notation indicating which RUO products are GMP manufactured.”
- Information Provided to Third Party Suppliers: BD may provide your information to suppliers included in its products, or to integrators or other subcontractors whom BD uses to manufacture or ship product to you. This information would be limited to product, purchase date, customer name and address and would be used for warranty claim or recall purposes.
- Manufacturer’s Limited Warranty: BD warrants to the original BUYER that the Products shall be free from material defects in materials and workmanship for a period of ninety (90) days or such other time frame as may be stated in the product’s Directions for Use (“DFU”). BD reserves the right, at its sole discretion, to repair or replace any product which does not substantially conform to its DFU. The foregoing limited warranty shall be void if the product has been misused, neglected, improperly handled, altered, abused or used for any purpose other than the one for which it was manufactured or if the product’s failure to conform to the foregoing warranty was due in whole or in part to other conditions beyond the control of BD. BD’s liability for failure of the product to conform with the foregoing warranty shall be limited to the replacement of such product. THE WARRANTY SET FORTH IN THIS PARAGRAPH ARE EXCLUSIVE REGARDING THE PRODUCTS AND IN LIEU OF ALL OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED BY STATUTES OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED. YOU AGREE THAT BD IS NOT RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL, OR BUSINESS DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFIT OR USE), WHICH MAY BE SUFFERED AS A RESULT OF YOUR SALE OR THE USE OF THE PRODUCTS.
- Indemnification: You shall indemnify and hold harmless BD, its affiliates, directors, officers, employees and agents from and against any suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable attorney’s fees and reasonable investigative costs) in connection with any suit, demand or action by any third party to the extent such suit, demand, or action arises out of or results from its use or sale of the products purchased by you from BD, except to the extent that such suit, demand or action arises out of the failure of such products to meet the warranty set forth above.
- Governing Law: This agreement and all disputes arising hereunder and/or related to the BD products purchased by buyer will be governed by and interpreted in accordance with the internal laws of the Province of Ontario. The parties also shall submit all such disputes to the exclusive jurisdiction of the courts of the Province of Ontario.
- Modifications: BD reserves the right to modify these Terms and Conditions without prior notice, including the addition of a surcharge to all invoices.
- Export Law Compliance: U.S. law regulates the export, re-export or other transfer of the products that are sold by BD and purchased under the terms set forth herein. Any required U.S. and non-U.S government authorization must be obtained prior to shipment, and diversion contrary to U.S. and non-U.S. law is prohibited. By ordering these products from BD, the recipient agrees to comply fully with all applicable export control laws and regulations of the United States and applicable foreign governments, and expressly assumes responsibility for determining whether a subsequent transaction requires U.S. and non-U.S. government authorization and, if so, for obtaining such authorization before shipping or otherwise transferring the products to another party. Buyer shall not knowingly use, resell or distribute any BD product directly or indirectly for the development, production or proliferation of weapons of mass destruction (nuclear, chemical, or biological) or missile delivery systems, and/or for terrorist activities.