Terms & Conditions

Web Site Terms of Use and Legal Restrictions

ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THIS WEB SITE. USING THIS WEB SITE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS ("TERMS"), DO NOT USE THIS WEB SITE.

Use of Site

Fisher Scientific Pte Ltd (“Fisher Scientific”) authorizes you to view and download the materials at this Web site ("Site") only for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials. You may not modify the materials at this Site in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose. For purposes of these Terms, any use of these materials on any other Web site or networked computer environment for any purpose is prohibited. The materials at this Site are copyrighted and any unauthorized use of any materials at this Site may violate copyright, trademark, and other laws. You may print and download portions of material from the different areas of the Site solely for your own non-commercial use. You agree not to change or delete any proprietary notices from materials downloaded or printed from the Site. If you breach any of these Terms, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials.

Modification of Terms

Fisher Scientific may modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified Terms. You agree to review these Terms periodically to be aware of such modifications and your continued access or use of the Site shall be deemed your conclusive acceptance of the modified Terms.

Use of Software

If you download software from this Site ("Software"), use of the Software is subject to the license terms in the Software License Agreement that accompanies or is provided with the Software. You may not download or install the Software until you have read and accepted the terms of the Software License Agreement.

Trademarks

Trademarks used or displayed at this Site are trademarks of Fisher Scientific or its affiliates or third party owners. Nothing contained on this Site is to be construed as granting, by implication, estoppel, or otherwise, any license or right of use of any such trademark without the prior written permission of Fisher Scientific or such third party owner.

User Submissions

Other than personally identifiable information, which is covered under our Privacy Notice, any material, information or other communication you transmit or post to this Site ("Communication") is, and will be treated as, non-confidential and non-proprietary, and may be used by Fisher Scientific and its affiliates for any purpose without compensation to you.

Discussion Forums

Fisher Scientific may, but is not obligated to, monitor or review any areas on the Site where users transmit or post Communications or communicate solely with each other, including but not limited to discussion forums, bulletin boards or other user forums, and the content of any such Communications. Fisher Scientific, however, will have no liability related to the content of any such Communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. Fisher Scientific retains the right to remove messages that include any material deemed abusive, defamatory, obscene or otherwise unacceptable.

Links to Other Web Sites

Links to third party Web sites on this Site are provided solely as a convenience to you. If you use these links, you will leave this Site. Fisher Scientific has not reviewed all of these third party sites and does not control and is not responsible for any of these sites or their content. Thus, Fisher Scientific does not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.

You also understand that Fisher Scientific cannot and does not guarantee or warrant that files available for downloading through the Site are or will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

Disclaimer

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE. THE MATERIALS PROVIDED AT THIS SITE ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the Site. Fisher Scientific further does not warrant the accuracy, currency, and completeness of the materials at this Site. Fisher Scientific may make changes to the materials at this Site, or to the products and prices described in them, at any time without notice. The materials at this Site may be out of date, and Fisher Scientific makes no commitment to update the materials at this Site. Information published at this Site may refer to products, programs or services that are not available in your country. SUCH REFERENCES DO NOT IMPLY THAT FISHER SCIENTIFIC INTENDS TO MAKE THEM AVAILABLE IN YOUR COUNTRY. Consult your local Fisher Scientific business contact for information regarding the products, programs and services that may be available to you. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. All orders are subject to acceptance by Fisher Scientific. Fisher Scientific' obligations and responsibilities regarding its products are governed solely by the agreements under which they are sold and licensed.

Limitation of Liability

IN NO EVENT WILL FISHER SCIENTIFIC ITS SUPPLIERS, OR OTHER THIRD PARTIES MENTIONED AT THIS SITE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OR RELIANCE ON THIS SITE, ANY WEB SITES LINKED TO THIS SITE, OR THE MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH SITES, OR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES AT THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS OR INFORMATION FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, defend and hold harmless Fisher Scientific, its officers, directors, employees, agents, affiliates, licensors, suppliers and any third party information providers to the Site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms by you.

Miscellaneous

These Terms shall all be governed and construed in accordance with the laws of Singapore applicable to agreements made and to be performed in Singapore. You agree that any legal action or proceeding between Fisher Scientific and you for any purpose concerning these Terms or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Singapore. Any cause of action or claim you may have with respect to the Site must be commenced within one (1) year after the claim or cause of action arises. In the event that any one or more terms contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect. Fisher Scientific's failure to insist upon, or enforce strict performance of, any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms. Fisher Scientific may assign its rights and duties under these Terms to any party at any time without notice to you.

FISHER SCIENTIFIC PTE LTD GENERAL CONDITIONS OF SALE 

UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

1. GENERAL. FISHER SCIENTIFIC PTE LTD ("Seller") hereby offers for sale to the buyer named on the face hereof ("Buyer") the products listed on the face hereof (the "Products") on the express condition that Buyer agrees to accept and be bound by the terms and conditions set forth herein. Any provisions contained in any document issued by Buyer are expressly rejected and this document shall be construed as a counteroffer and shall not be effective as an acceptance of Buyer’s document. Buyer’s receipt of Products or Seller’s commencement of the services provided hereunder will constitute Buyer’s acceptance of this Agreement. No waiver, consent, modification, amendment or change of the terms contained herein shall be binding unless in writing and signed by Seller and Buyer. Seller's failure to object to terms contained in any subsequent communication from Buyer will not be a waiver or modification of the terms set forth herein. All orders are subject to acceptance in writing by an authorized representative of Seller. Seller reserves the right to reject any order for any reason.

2. PRICE. All prices published by Seller may be changed at any time without notice. All prices quoted by Seller are valid for thirty (30) days, unless otherwise stated in writing. All prices for the Products will be as specified by Seller or, if no price has been specified or quoted, will be Seller's price in effect at the time of shipment. All prices are subject to adjustment on account of specifications, quantities, raw materials, special packaging, cost of production, shipment arrangements or other terms or conditions which are not part of Seller's original price quotation. The Seller reserves the right to designate minimum order quantities and/or minimum handling charges for any products.

3. TAXES AND OTHER CHARGES. Prices for the Products exclude all applicable tax such as sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefore.  If Buyer claims any exemption, Buyer must provide a valid, signed certificate or letter of exemption in advance.

4. TERMS OF PAYMENT. Seller may invoice Buyer upon shipment for the price and all other charges payable by Buyer. Unless otherwise agreed, payment shall be due thirty (30) days from the date of invoice. If Buyer fails to pay any amounts when due, Buyer shall pay Seller interest at the rate of 1.5% per month (or, if lower, the highest at such rate permitted by law). Seller reserves the right to require advance payment from Buyer at any time. All payments shall be made in the local currency of the Seller. Payment by credit card shall be subject to Seller’s consent.

5. DELIVERY; CANCELLATION OR CHANGES BY BUYER. Unless otherwise agreed by the Seller orders will be delivered FCA (Incoterms 2020) at Seller’s facility, and onward carriage shall be at Buyer’s cost and risk. The cost of insurance and packaging, if any, will be charged in addition to the price quoted for the goods. Seller may, at its election, make partial shipments of the Products and invoice each shipment separately. All delivery dates are approximate only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller's reasonable control.ORDERS MAY BE VARIED OR CANCELED BY BUYER ONLY WITH SELLER'S WRITTEN CONSENT. In the event of any cancellation, the Buyer agrees to pay to the Seller 30% of the total purchase price. The Buyer and Seller agrees that the 30% of the total purchase price is a reasonable estimate of actual damages suffered by the Seller and constitutes agreed liquidated damages and penalties. Product returns shall only be permitted in accordance with Seller’s Returns Policy stated below.

Immediately upon Buyer's receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims for shortages, defects or damages and shall hold the goods for Seller's written instructions concerning disposition. If Buyer fails to notify Seller within seven (7) calendar days after receiving physical goods, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer.

Seller shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond Seller's reasonable control, including, without limitation, unsuccessful reactions, act of Buyer, embargo or other governmental act, regulation or request affecting the conduct of Seller's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.

6. TITLE AND RISK OF LOSS. Title to and risk of loss of the Products will pass to Buyer upon delivery; provided, however, that title to any software incorporated within or forming a part of the Products shall at all times remain with Seller or the licensor(s) thereof, as the case may be.

7. WARRANTY. Seller warrants that the Products will substantially conform to Seller's published specifications and be free from defects in material and workmanship, when subjected to normal, proper and intended usage by properly trained personnel, for the period of time set forth in the product documentation, published specifications or package inserts. If a period of time is not specified, the warranty period shall be one (1) year from the date of shipment to Buyer for equipment and ninety (90) days for all other non-consumable products (the "Warranty Period"). Seller shall repair or replace, at its option, defective Products during the Warranty Period provided that Buyer shall (a) promptly notify Seller in writing upon the discovery of any defect, which notice shall include the product model and serial number (if applicable) and details of the warranty claim; and (b) obtain a Return Material Authorization (“RMA”), which may include biohazard decontamination procedures and other product-specific handling instructions, then, if applicable, Buyer may return the defective Products to Seller with all costs prepaid by Buyer. Consumables are expressly excluded from this warranty.

Where the Products have been sourced by Seller from an original manufacturer or third party supplier, Seller shall assign to Buyer any warranty rights in such Product that Seller may have (to the extent such assignment is permitted).

In no event shall Seller liability under this warranty for damage arising from (i) normal wear and tear, (ii) accident, disaster or event of force majeure, (iii) misuse, fault or negligence of Buyer, (iv) use of the Products in a manner for which they were not designed, (v) external causes such as, but not limited to, power failure or electrical power surges, (vi) improper storage and handling; (vii) use of the Products in combination with unauthorized equipment or software; or (viii) any installation, maintenance, repair, service or alterations made by any person other than the Seller, or the use of any replacement parts not supplied by Seller.

THE REMEDIES UNDER THIS WARRANTY SHALL BE THE SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE PRODUCT. SELLER DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

8. INDEMNIFICATION.

8.1 By Seller. Seller shall indemnify Buyer, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Indemnified Items”) for (i) injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s premises under this Agreement and (ii) claims that a Product infringes any valid third party intellectual property; provided, however, Seller shall have no liability under this Section to the extent any such Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iii) improper storage or handling of the Products or use by unqualified personnel, (iv) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing any third party rights, (v) Seller’s compliance with Buyer's designs, specifications or instructions, (vi) use of the Product in an application or environment for which it was not designed or (vii) modifications of the Product by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Buyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section.

8.2  By Buyer. Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, affiliates, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors;

(ii) improper storage or handling of the Products or use by unqualified personnel; (iii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing any third party rights; (iv) use of the Product for any purpose for which it is not designed, or by a not suitably qualified individual; (v) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (vi) use of a Product in an application or environment for which it was not designed; or (vii) modifications of a Product by anyone other than Seller without Seller's prior written approval.

9. SOFTWARE. With respect to any software products incorporated in or forming a part of the Products hereunder, Seller and Buyer intend and agree that such software products are being licensed and not sold, and that the words "purchase", "sell" or similar or derivative words are understood and agreed to mean "license", and that the word "Buyer" or similar or derivative words are understood and agreed to mean "licensee". Notwithstanding anything to the contrary contained herein, Seller or its licensor, as the case may be, retains all rights and interest in software products provided hereunder.

Seller hereby grants to Buyer a royalty-free, non-exclusive, nontransferable license, without power to sublicense, to use software provided hereunder solely for Buyer's own internal business purposes on the hardware products provided hereunder and to use the related documentation solely for Buyer's own internal business purposes. This license terminates when Buyer's lawful possession of the hardware products provided hereunder ceases, unless earlier terminated as provided herein. Buyer agrees to hold in confidence and not to sell, transfer, license, loan or otherwise make available in any form to third parties the software products and related documentation provided hereunder. Buyer may not disassemble, decompile or reverse engineer, copy, modify, enhance or otherwise change or supplement the software products provided hereunder without Seller's prior written consent. Seller will be entitled to terminate this license if Buyer fails to comply with any term or condition herein. Buyer agrees, upon termination of this license, immediately to return to Seller all software products and related documentation provided hereunder and all copies and portions thereof.

Certain of the software products provided by Seller may be owned by one or more third parties and shall be supplied subject to the licence conditions of such third party. Accordingly, Seller and Buyer agree that such third parties retain ownership of and title to such software products. The warranty and indemnification provisions set forth herein shall not apply to software products owned by third parties and provided hereunder.

10. LIMITATION OF LIABILITY. (A) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF SELLER UNDER THESE TERMS AND CONDITIONS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE, BUT EXCLUDING LIABILITY OF SELLER FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH SHALL BE AS PROVIDED UNDER SECTION 7 ABOVE)) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LESSER OF (A)THE TOTAL PURCHASE PRICE THERETOFORE PAID BY BUYER TO SELLER WITH RESPECT TO THE PRODUCT(S) GIVING RISE TO SUCH LIABILITY OR (B)  ONE  MILLION  US  DOLLARS  (US$1,000,000)  (OR  EQUIVALENT  IN  LOCAL CURRENCY). (B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL), REGARDLESS OF WHETHER SELLER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR IS NEGLIGENT (C) NOTHING SHALL EXCLUDE OR RESTRICT THE SELLER’S RESPONSIBILITY FOR ANY MANDATORY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11. EXPORT RESTRICTIONS

Buyer acknowledges that each Product and any related software and technology, including technical information supplied by Seller or contained in documents (collectively “Items”), is subject to applicable export controls. Buyer shall comply with all applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. Buyer shall not, without first obtaining the required license to do so from the appropriate government agency;

(i) export or re-export any Item, or (ii) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the applicable authority. Buyer shall cooperate fully with Seller in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Seller harmless from, or in connection with, any violation of this Section by Buyer or its employees, consultants, agents, or customers.

12. MISCELLANEOUS. (a) Buyer may not assign any rights or claims hereunder without Seller's prior written consent; (b) The rights and obligations of the parties hereunder shall be governed by the laws of Singapore and the parties irrevocably consent to the exclusive jurisdiction of the courts of Singapore; (c) Any action arising under this Agreement must be brought within one (1) year from the date that the cause of action arose; (d) In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision materially changes the bargain. (e) Seller's failure to enforce, or Seller's waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision; (f) Unless otherwise expressly stated on the Product or in the documentation accompanying the Product, the Product is intended for research only and is not to be used for any other purpose, including without limitation, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any type of consumption by or application to humans or animals; (g) Buyer agrees that all pricing, discounts and technical information that Seller provides to Buyer are the confidential and proprietary information of Seller. Buyer agrees to (1) keep such information confidential and not disclose such information to any third party, and (2) use such information solely for Buyer’s internal purposes and in connection with the Products supplied hereunder; (i) Any notice or communication required or permitted hereunder shall be in writing and shall be deemed received when personally delivered or three (3) business days after being sent by certified mail, postage prepaid, to a party at the address specified herein or at such other address as either party may from time to time designate to the other.