銷售產品和服務標準條款和條件（英文）
銷售產品和服務標準條款和條件（英文）
Baxter Healthcare Ltd. STANDARD TERMS AND CONDITIONS OF SALE PRODUCTS AND SERVICES
Taiwan
Effective 1st, July 2022
1. OPERATION OF THESE TERMS
1.1 These Terms apply to Orders made by Customers directly to Baxter and do not apply to Orders for Products or Services placed by Customers through distributors. Where other contractual arrangements are in place between the Customer and Baxter, these Terms apply to the extent not inconsistent with those contractual arrangements.
1.2 No modification, amendment or replacement of these Terms is effected by or results from the receipt, acceptance, signing or other acknowledgement by Baxter of any purchase order, confirmation, invoice, shipping document or other business form issued by the Customer in response to or in connection with the sale of any Product or Service (irrespective of what may be stated in such document). If any terms are proposed by a Customer, those terms are deemed void and of no effect and Baxter is deemed, by delivering a Product or Service, to have made a counter-offer to sell that to the Customer subject only to these Terms. By accepting delivery of the Product or Service, the Customer accepts that counter-offer.
2. ORDERING
2.1 The supply of a Product or Service by Baxter to a Customer is initiated by an order in writing signed or email confirmation by a person authorized by the Customer, unless:
(a) the order is made using Baxter’s electronic ordering system or Customer Self-Service website; or
(b) the Customer has a current account with Baxter, in which case an order may be placed by ‘phone in accordance with the account terms, (each an “Order”).
2.2 Baxter reserves the right to accept any Order in whole or in part or to decline any Order. Where Baxter makes a part delivery in respect of any Order, each such delivery constitutes a separate sale. Delivery details including quantity of Products or relevant Services supplied by Baxter are confirmed in
Baxter’s tax invoice.
2.3 If Baxter advises the Customer that it will be unable to deliver any or all of the Products or Services the subject of an Order then, upon receipt of such notice by the Customer, any contractual obligation of Baxter in respect of such Product or Service is terminated without any liability of Baxter.
3. DELIVERY TERMS
3.1 Subject to clauses 3.1 and 3.2 or the terms of any Order, Products will be delivered DDP to the Customer’s premises (or, where relevant, to the premises of a Home Patient). Unless otherwise agreed, Baxter will select the mode and route of shipment of the Products. Any specification of delivery time is indicative only.
3.2 The Customer must accept delivery of all Products the subject of an Order placed by it. Any additional costs incurred by Baxter as a result of a Customer’s failure to accept delivery of any Product in accordance with an Order will be a debt due and payable by the Customer to Baxter.
3.3 For the avoidance of doubt, Products may be sold and delivered in the course of providing a Service. Unless otherwise expressly provided by an Order as accepted by Baxter, Baxter may change or modify any specifications and substitute materials, equipment or Personnel used in the provision of a Service from time to time, with or without notice to the Customer.
4. RISK & TITLE IN PRODUCTS
4.1 Risk in the Product passes to the Customer upon delivery by Baxter.
4.2 Title in the Product passes to the Customer when Baxter has received (in cash or cleared funds) the price for the Product in full together with any additional charges as set out in the relevant invoice and any interest due.
4.3 The Customer will be deemed to have accepted the Products as delivered unless it has notified Baxter in accordance with clause 6 that the Products are defective or otherwise do not match the Order given by the Customer to Baxter.
5. PAYMENT TERMS
5.1 Products will be invoiced on dispatch and Services on commencement, or (in either case) at any later time determined by Baxter. Payment must be made to Baxter in according to the requirement in Baxter Quotation. Payment must be made to Baxter without set-off or deduction of any kind.
5.2 In the event of payment in full not being received within 60 days of the due date, all amounts then owing to Baxter may be declared by Baxter to be and upon such notice to the Customer will become immediately due and payable. Irrespective of whether Baxter makes any such declaration, Baxter reserves the right to charge the Customer interest on all overdue amounts based on Bank loan interest in the same period. For the Customers who have current accounts in Baxter without any written payment terms, it is agreed between Baxter and such Customers that payment terms should follow the existing transaction habits. If such Customers make overdue 60 days after transaction habits, Baxter obtains the same right as above.
6. RETURN OF PRODUCTS FOR CREDIT
6.1 Baxter will accept return of Products for credit in circumstances where:
(a) the Product was delivered in error by Baxter;
(b) the Product was damaged in transit and the damage is patent from a visual inspection – the damage must be noted on the Customer’s copy of the delivery documentation and countersigned by the delivery driver; or
(c) the Product is defective and the Customer has notified Baxter within 3 Business Days of inspection in accordance with clause 7.
(d) the Products are fully complied of below conditions(This part is only applicable for the return of normal products, and only accepts products that meet the relevant conditions and can be returned for normal sales. ):
- The Products are in their unopened and undamaged secondary packaging and are in good condition;
- The Products have not expired and have not been recalled;
- The products are returned within an acceptable time limit and have not been released out of controlled supply chain (eg, end user)
- it has been demonstrated by the customer that the medicinal products have been transported, stored and handled in compliance with the specific storage requirements with supporting documents provided.
7. INSPECTION AND PROOF OF DELIVERY
7.1 The Customer must inspect each Product within3 business days of receipt of the Product:
(a) for damage that is patent from a visual inspection, immediately upon receipt; and
(b) for any other defect:
(i) immediately upon opening of the packaging in which that Product was delivered; or
7.2 Requests by the Customer for proof of delivery will only be accepted by Baxter within thirty (30) days from the date of Baxter’s invoice, and proof of the delivery shall constitute proof of the total delivery indicated on Baxter’s delivery documents.
8. HANDLING BAXTER PRODUCT COMPLAINTS AND/OR THERAPEUTIC PRODUCT ADVERSE EVENTS
If Customer becomes aware of a potential product complaint or adverse event related to a Baxter product, then Customer will send notification of the event to Baxter.
Product complaints shall be communicated to Baxter via mailbox within three (3) calendar days:
Adverse Event shall be communicated to Baxter within one (1) business day and no more than three (3) calendar days, if the adverse event is received during a weekend or national holiday, from ‘Customer’s first awareness of the AE. The source documents shall be sent to Baxter via email at:
[email protected] (Medical Device Adverse Events)
[email protected] (Pharmaceutical Product Adverse Events)
9. APPLICABLE LAW
This condition shall be governed by the laws of Taiwan without regard to conflict of law provisions.