Use of Terms and Conditions

1. DEFINITIONS.

a. ”Confidential Information” means all non-public proprietary and/or confidential information including, but not limited to, manufacturing sources of products, specifications, drawings, prototypes, pricing, or other technology information; business, marketing, financial, customer, supplier and product development plans or strategies; forecasts, manufacturing capacities and product volumes; financial and market data; customer lists, contact information and other customer material or data; non-public intellectual property; algorithms, know-how, formulas, processes, ideas and inventions (whether patentable or not); chemical synthesis routes; samples, structure, chemical identity, properties and utilities of compositions; analytical or testing methods and procedures; container data; quality control procedures and standards; suggestions for improvements of the Customer’s processes and/or compositions; and organization or personnel information.

b. “Customer” means any person or entity purchasing Products on the e-commerce website provided by WATSON.

c. “Products” means the goods that WATSON sells to Customer.

d. “Taxes” means any and all applicable taxes, duties, fees, levies, or other assessments imposed or collected by any governmental entity or any political subdivision thereof, however designated or levied, on sales of Products, or value added tax or any other duties or fees related to any Customer payment made to WATSON for WATSON’s provision of Products to Customer under or pursuant to these Terms and Conditions.

e. Terms and Conditions” means these Terms and Conditions.

f. “WATSON” means WATSON CO., LTD.

2. ACCEPTANCE.

ALL SALES BY WATSON ARE SUBJECT TO THESE TERMS AND CONDITIONS, AND EXPRESSLY CONDITIONED UPON CUSTOMER’S ASSENT THERETO. CUSTOMER WILL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS BY PLACING AN ORDER OR BY ANY OTHER STATEMENT (INCLUDING VIA E-MAIL), ACT, COURSE OF CONDUCT, DEALING, OR PERFORMANCE CONSTITUTING ACCEPTANCE. WATSON RESERVES THE RIGHT TO ACCEPT OR REJECT ANY ORDER, TO TERMINATE THESE TERMS AND CONDITIONS, OR TO CHANGE THESE TERMS AND CONDITIONS, WITHOUT NOTICE TO CUSTOMER, AT ANY TIME FOR ANY REASON, AND RECEIPT BY CUSTOMER OF A PRICE LIST, OR CATALOG DOES NOT CONSTITUTE AN OFFER TO SELL.

3. DELIVERY.

Unless otherwise agreed between the parties, the Products shall be delivered on DDP (Incoterms 2020) and title and risk of loss for all Products will transfer to Customer upon delivery. Delivery dates set forth in an order acknowledgement are based on estimates at the time of order acknowledgement. WATSON shall use commercially reasonable efforts to deliver the Products in accordance with the estimated delivery dates; provided that WATSON shall not be liable for any direct or indirect costs or damages incurred by Customer or any third person resulting from late deliveries. The shipping and other fees for delivery shall be added separately on the Payment Option Screen. WATSON may refer to shipping and other fees on WATSON’s Payment Option Screen as “freight,” “handling fees,” or similar terms.

4. INSPECTION; DEFECTS OR SHORTAGES.

Customer shall promptly inspect all Products for defects and/or shortages. Customer’s failure to notify WATSON within five (5) business days of Customer’s receipt of such defective Products or shortages reasonably discoverable upon proper inspection will be deemed an unconditional waiver of any right to make any claim relating to the defects and/or shortages. Customer shall, at WATSON's request, send a statement describing the details of such defects and/or shortages with picture(s).

5. PRICES.

a. Products. The current price lists of the Products are subject to change without prior notice to Customer.

b. Sales Tax. Taxes, where applicable, will be added as a separate line item to the invoice price. Customer shall pay to WATSON the amount of any Taxes. If Customer possesses or otherwise enjoys tax-exempt status, then Customer shall provide a duly authorized certificate of tax exemption to WATSON prior to or at the time of order placement or as otherwise requested by WATSON from time to time.

6. PAYMENT TERMS.

Customer shall complete payment of the Product price and shipping fees by the electronic payment on the ecommerce portal. If the payment is not made by the due date, the sales contract based on such order shall be automatically cancelled.

7. CANCELLATION AND RETURN POLICY.

Except for Products that do not meet the limited Product warranty set forth in Section 8, Customer may not cancel any order accepted by WATSON. Customer may return Products in accordance with the following:

a. All Product return requests (including a claim for shortages) must be made by the notification provided in Section 4 above. All returns must be authorized by WATSON. WATSON reserves the right to reject any return shipment of Product that has not been authorized by WATSON or to return such shipment to Customer at Customer’s expense. A return authorization will be void if Product is not received by WATSON within thirty (30) days of the issuance of the return authorization. Upon receipt of an authorized return that meets these conditions or confirmation of shortages under Section 4, WATSON will, at WATSON’s option, either deliver a replacement product or issue a refund in the manner separately designated by WATSON.
Each Product return request must include the following information:

i. Customer name and address;
ii. purchase order number;
iii. item number and quantity of returned Product(s);
iv. WATSON return authorization number; and
v. reason for return and picture(s) describing such reason.

b. Unauthorized returns and returned Products that are not in conformance with this Section will be disposed at Customer’s expense. Customer will be invoiced for the cost for such disposal and Customer shall remain responsible for payment of the invoiced amount of the unauthorized returned Products.

8. PRODUCT WARRANTIES; LIMITATION OF LIABILITY.

a. Limited Product Warranty. WATSON warrants to the original Customer only that Products will materially conform to WATSON’s standard specifications for ninety (90) days from the date of delivery of the Products.

b. Exclusions. The liability of WATSON under the limited Product warranty set forth herein will not extend to any Products that are abused, altered, improperly stored, or misused by Customer or any other persons or entities or that become defective or non-conforming through the actions or inaction of Customer or any other persons or entities, including through the combination with other chemicals or products.

c. Disclaimer. WATSON HEREBY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, OR GUARANTEES WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS, WHETHER ARISING BY LAW, CUSTOM, STATUTORY, WRITTEN, ORAL, EXPRESS, OR IMPLIED, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND (ii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS.

d. Product Remedy. Customer must notify WATSON of non-conforming Products within the warranty periods specified in paragraph a. above, and Customer’s failure to give notice of any claim within the applicable time period shall be deemed an absolute and unconditional waiver of such claim. At WATSON’s request, Customer shall promptly forward to WATSON any allegedly defective or non-conforming Product or a representative sample thereof, as specified by WATSON. If any Product warranted hereunder proves defective or non-conforming, as determined by WATSON in its sole reasonable discretion, WATSON’s sole and exclusive obligation and Customer’s sole and exclusive remedy hereunder will be for WATSON, at WATSON’s option, to: (i) replace at no cost to Customer, any such defective or non-conforming Product with a non-defective or conforming Product; or (ii) refund all amounts paid with respect to the defective or non-conforming Product in the manner separately designated upon WATSON’s receipt of, and opportunity to evaluate, the defective or non-conforming Product.

e. Waiver. Customer hereby waives any and all actions, claims, suits, and demands of any type whatsoever (including claims based on strict liability, products liability, tort, or contract) against WATSON, its contractors, or its agents, or any of its or their respective employees, for personal injury, wrongful death, or property damage arising out of or in any way connected with Customer’s receipt, handling, storage, possession, transportation, disposal, purchase, resale, or use of the Products (whether used singly or in combination with other products), except to the extent caused by the gross negligence of WATSON.

f. Limitation of Liability. IN NO EVENT WILL WATSON HAVE ANY OBLIGATION OR LIABILITY FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, OPPORTUNITIES, REVENUE, BUSINESS), WHETHER BASED ON CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY, AND REGARDLESS OF WHETHER WATSON HAS BEEN ADVISED OF THE POSSIBILITY THEREOF AND WHETHER OR NOT SUCH DAMAGES ARE REASONABLY FORESEEABLE. THE TOTAL LIABILITY OF WATSON, IF ANY, FOR ANY DAMAGES RELATING TO THESE TERMS AND CONDITIONS OR ANY PRODUCT SHALL BE AN AMOUNT EQUAL TO THE PRICE OR FEES PAID FOR THE PARTICULAR PRODUCT(S) DELIVERED IN RESPECT TO WHICH SUCH DAMAGES ARISE, IN NO EVENT TO EXCEED 10,000 U.S. Dollars.

9. INDEMNITY.

Customer shall indemnify, defend, and hold harmless WATSON from and against, and in respect of, any and all actions, claims, suits, judgments, damages, liabilities, losses, settlement payments, fines, penalties, costs, and expenses (including legal fees) of every kind whatsoever arising out of, from, or in connection with any: (a) patent, copyright, or trademark infringement, or violation of any other proprietary right, arising out of the use of any Product or any specifications furnished by Customer; or (b) breach by Customer of any provision of these Terms and Conditions.

10. CUSTOMER’S OBLIGATIONS - PRODUCTS.

Customer represents and warrants that it is familiar with the characteristics, qualities and uses of the Products that it is purchasing from WATSON and acknowledges that there may be hazards associated with the possession and use of the Products. Customer is responsible for instructing and warning its employees and all other persons who may come into contact with the Products regarding such hazards. The Products are intended for the purpose expressly stated on the Product or in the documentation accompanying the Product only and are not to be used for any other purpose, and WATSON does not assume any warranty or liability for such uses different from the purpose unless stated on the Product or in the Product documentation. Customer is solely responsible for conducting all necessary testing and verification, including fitness for the intended purpose, prior to the use of Product(s) purchased from WATSON.
Customer acknowledges and agrees that it shall not resell the Products purchased from WATSON unless the Customer is an authorized reseller of WATSON’s Products, or WATSON has consented in advance in writing to Customer reselling the Products.

11. COMPLIANCE.

a. Applicable laws. Customer shall comply with all laws and regulations applicable to the purchase and use, as appropriate, of the Products. Customer shall indemnify, defend and hold WATSON harmless with respect to non-compliance with such laws and regulations.

b. Anti-corruption. Customer represents and warrants that: (i) it is familiar with and understands the terms of the U.S. Foreign Corrupt Practices Act of 1977 (“U.S. FCPA”), and that it shall comply with the U.S. FCPA and all other applicable anti-bribery or anti-corruption laws or regulations of any other country or jurisdiction that are applicable to the parties’ business activities hereunder; (ii) no principal, partner, officer, director, or employee of Customer is or will become an official of any governmental body of any country or jurisdiction (other than the U.S.) that is applicable to the parties’ business activities hereunder; and (iii) it has not and shall not offer, pay, give, or promise to pay or give, directly or indirectly (including through a third person or intermediary) any payment or gift of any money or thing of value to any government official, government employee (or employee of any company owned in part by a government), political party, political party official, or candidate for any government or political office (each, a “Government Official”) to influence any acts or decisions of such Government Official or to induce such official to use his or her influence with the local government to effect or influence the decision of such government in order to assist either WATSON or Customer in its performance of their obligations under these Terms and Conditions or to benefit WATSON.

c. Non-Compliance. Failure by Customer to comply with this Section will be deemed a material breach of a material provision of these Terms and Conditions and WATSON will have the right to immediately terminate these Terms and Conditions and its performance without any liability to Customer.

12. CONFIDENTIAL INFORMATION.

Customer shall maintain in confidence, not disclose to any third person, and not use, except for the specific purpose of performing under these Terms and Conditions, all Confidential Information furnished to it by WATSON in connection with these Terms and Conditions, as a result of discussions, negotiations, or other communications with WATSON in relation to the Products, or derived from WATSON in performance of these Terms and Conditions, and shall return to WATSON, upon request, all copies then in Customer’s possession of WATSON’s Confidential Information.

13. OWNERSHIP RIGHTS.

Customer acknowledges that WATSON and/or its licensors or suppliers, as applicable, are and shall remain the sole and exclusive owners or licensees, as applicable, and shall have all right, title or interest in or to: (a) WATSON’s and/or licensors’ or suppliers’ intellectual property, including trade names, marks, images, domain names, meta-tags and internet site URL names (the “Proprietary Marks”) and all goodwill relating thereto; (b) all marketing and other materials bearing any of the Proprietary Marks; (c) any idea, design, concept, technique, invention, discovery, or improvement, regardless of patentability, including all patents, patent applications, mask works, trade secrets, trade dress, service mark rights, know-how, improvements and innovations and other intellectual property relating to the Products; (d) any work of authorship, regardless of copyrightability, including copyrights and any moral rights recognized by law; and (e) any other similar rights (collectively, “Intellectual Property”). Without limiting the foregoing, WATSON and/or licensors or suppliers are and will remain the sole and exclusive owners or licensees of all right, title and interest in and to its Products.

14. MISCELLANEOUS.

a. Force Majeure. WATSON will not be liable in the event it is prevented, interrupted or delayed in whole or in material part from performing its obligations under these Terms and Conditions by circumstances beyond its reasonable control, including any war (declared or undeclared), acts of war, invasions, sabotage, riot, insurrection, terrorist act, civil commotion, labor strike, lockout, work stoppages, slowdown, plant closure, labor disputes, or other civil disorder; fire, flood, storms or unusually severe weather, earthquake or volcanic activity, natural disaster, explosions or accidents, droughts, tsunamis, hurricanes, tornadoes, or other act of God; epidemics, pandemics, famines, public health warnings or alerts; disruption of markets; shortages or inability to obtain necessary shipping space, transportation, labor, power, fuel, energy, raw materials, packaging, supplies, equipment, machinery, or manufacturing facilities at reasonable prices from regular sources; equipment failure or machinery breakage; utility disruption; cybersecurity or ransomware hacks or attacks; failure of a communications or Internet provider; failure in whole or in part of suppliers to deliver materials on schedule, interruption or delays of carriers; embargoes, sanctions or any then prevailing applicable law, including export or import controls, or other act or order of any court, government or governmental agency.

b. Assignment. Customer shall not transfer, assign or delegate its rights or obligations under these Terms and Conditions or any portion thereof without the prior written consent of WATSON.

c. Governing Law and Dispute Resolution. These Terms and Conditions are made pursuant to, and will be construed and enforced exclusively in accordance with laws of Japan. The parties hereby expressly exclude the application of The United Nations Convention on Contracts for the International Sale of Goods to these Terms and Conditions. If any dispute arises between the parties hereto during the subsistence of these Terms and Conditions or thereafter, in connection with the validity, interpretation, implementation or performance or non-performance or alleged breach of any provision of these Terms and Conditions, the dispute shall be finally resolved by binding arbitration by a sole arbitrator in accordance with the provisions of the Arbitration Rules of the Japan Commercial Arbitration Association (or any modifications thereto or any re-enactments thereof as may be in force at that time). The arbitrator shall be appointed by mutual agreement of the parties; provided, however, that if the parties are unable to agree on whom to be appointed as an arbitrator within thirty (30) days from the date on which the dispute notice is delivered from a party to the other party, the arbitrator shall be appointed in accordance with the Arbitration Rules of the Japan Commercial Arbitration Association. The language of arbitration shall be English and the venue of arbitration shall be Tokyo, Japan. Any award of the arbitration shall be final and binding upon both parties. The costs and expenses of the arbitration, including the fees of the arbitration, shall be borne equally by each party to the dispute or claim, and each party shall pay its own fees, disbursements and other charges of its counsel, except as may be determined by the arbitrator. CUSTOMER EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY HAVE NOW OR LATER TO THE VENUE OR JURISDICTION OF ANY ACTION, INCLUDING BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, FORUM NON CONVENIENS, OR SIMILAR GROUNDS. ANY ACTION ARISING UNDER THESE TERMS AND CONDITIONS MUST BE BROUGHT WITHIN ONE (1) YEAR FROM THE DATE THAT THE CAUSE OF ACTION AROSE.

d. Entire Agreement,These Terms and Conditions comprise the entire agreement between the parties with respect to the subject matter hereof. No cancellation, amendment, modification or deletion of the terms of these Terms and Conditions will be binding on either party unless reduced to writing and signed by an authorized officer of the party to be bound.

e. Severability. If any portion of these Terms and Conditions are held by a court of competent jurisdiction to be invalid for any reason, the remainder of these Terms and Conditions will not be deemed invalid but will remain in full force and effect.

f. Survival. Any provision of these Terms and Conditions which either expressly or by its terms is intended to survive termination of these Terms and Conditions shall remain in full force and effect following the termination of these Terms and Conditions, including the following: Acceptance; Payment Terms; Cancellation and Return Policy; Product Warranties; Limitation of Liability; Indemnity; Customer’s Obligations – Products; Compliance; Confidential Information; Ownership Rights; and Miscellaneous.

g. Governing Language. It is the express intent that this Agreement is written in English, and that only the English version of these Terms and Conditions is binding on the parties.

15. CONTACT INFORMATION.

If Customer has an inquiry regarding these Terms and Conditions, or other inquiries regarding WATSON, its e-commerce website or Products, please feel free to contact us via the following addresses.　

[Name] Keisuke Mitsuo
[Address] WATSON CO., LTD. Overseas Sales Dept. : 2-2-7 Murotani, Nishi-ku, Kobe-shi, Hyogo, Japan
[Email Address] info@watsonbiolab.com