Terms & Conditions

Terms and Conditions of Sale to

End Users and Non-appointed Distributors

of Lab Bubbles Company Limited

 

I.         Application

1.      (Every end-user, legal person or entity that has not signed a purchase agreement or an authorized distributor referred to herein as the "Customer").

2.      These terms and conditions apply to all sales and deliveries to any individual or legal entity who has not signed an individual purchase agreement or an authorized distributor agreement with H-bonds platform unless agreed otherwise by the customer and in writing H-bonds platform.

3.      These terms and conditions apply to all commercial transactions between H-bonds platform and the customer, provided that they are not affected by any future contract with the customer.

4.      The customer is not entitled in any way to amend these terms unless agreed to in writing.

5.      These terms and conditions apply if H-bonds platform make a delivery to the customer without any reservations while he is aware of the conflicting or perverted terms and conditions of the customer.

6.      Any condition that opposes these terms shall be null and void.

7.      H-bonds platform contracted on the basis that the products are provided for use in the business context and not for private use or consumption in any way.

 

II.    Product Offering and Modification

H-bonds platform have the right, from time to time, to add, amend or stop displaying any product.

 

III.  Contractual Relationship

The customer must purchase products from H-bonds platform in his name and for his own account, and in the event that the customer resales the products, he must sell the products in his name and for his own account, without any slight responsibility for H-bonds platform.

 

IV. Basic Customers Responsibilities

Customer agrees to:

1. Provide correct information on all product orders, including full product numbers, options, quantities, and any special instructions.

2. The customer bears individual and absolute responsibility in the event of providing any incomplete, incomplete or inaccurate information when ordering the products.

3. The client is obliged to compensate "H-bonds platform" for all financial consequences and losses, including the costs and fees of lawyers and legal advisors in all cases, losses and claims incurred by "H-bonds platform" or incurred as a direct result of the customer's violation of his obligations under the terms of this contract.

4. The customer is obligated to grant H-bonds platform a non-exclusive and royalty-free license to make, use and improve any of the H-bonds platform technologies worldwide (including but not limited to, any technical identifier: information, computer software, hardware, and the like).

5. Pay all taxes, fees, gains, expenses, and costs due of any kind incurred by H-bonds platform  imposed or evaluated in any way with the customer’s purchase, import, transfer, storage, use, distribution, or resale of H-bonds products.

 

V.   Offer and Acceptance

1.      All offers are non-binding. No contract is created unless it is expressly recognized by H-bonds platform, or until it has been approved, either by written approval or by sending products.

2.      Analytical reports and other descriptions of products in analysis certificates, catalogues, technical datasheets or other product documents provided are only approximate unless expressly indicated that they are binding.

3.      H-bonds platform retain all intellectual property rights in all bidding materials. These materials may not be disclosed to any third parties unless otherwise specified in writing between H-bonds platform and the customer.

4.      Purchase orders are not binding on H-bonds platform unless the purchase order is confirmed by H-bonds platform by written notice. If the approval of the purchase order contains clear errors, written or mathematical errors, it will not be obligatory for H-bonds platform.

5.      If the contract or a partial purchase order is cancelled by the customer, the customer must compensate H-bonds platform for all costs resulting from this cancellation, especially the cancellation costs in which fees for H-bonds platform have been imposed by their suppliers, and the costs of purchasing goods that may not be Return it and all other costs and expenses incurred by H-bonds platform in connection with the implementation and termination of the contract in addition to legal fees and transportation costs.

 

VI. Scope of Delivery/ Terms of Delivery

1.      Changes to the scope of delivery will not be in effect unless confirmed in writing by H-bonds platform. The H-bonds platform also reserve the right to make adjustments to the purity or specifications of products to the extent that these amendments are not material or a change in the product specifications.

2.    H-bonds platform are entitled to make partial deliveries to fulfil their contractual obligations unless the partial delivery is of benefit to the customer provided that the customer indicates this in his purchase order.

3.    Unless the parties agree otherwise separately, H-bonds platform are entitled, at their discretion, to determine the method of shipping and delivery, as shipping can be affected by air freight, train, ship, or ground transportation.

4.      All deliveries to the specified location are made by H-bonds platform, and H-bonds platform reserve the right to charge the customer for shipping and transportation.

5.    Products or insurance can only be returned after prior written approval of H-bonds platform and the customer must comply with all instructions of H-bonds platform regarding the return of goods. This applies in particular to the provisions related to the delivery and packing of dangerous goods.

6.      All delivery obligations for H-bonds platform are subject to seizure "while stocks continue". Consequently, H-bonds platform are entitled to terminate the contract when the inventory available in H-bonds' warehouse or their partners is exhausted. If the stock is partially depleted and it is not possible to meet the full demand for the goods as indicated in the purchase order, then the H-bonds platform is entitled to distribute the available stock at its discretion to one customer or all customers, and if a portion of the customer's requests for the goods can be met as described in the purchase order, The customer has the right to cancel the purchase order.

 

VII.             Delivery Time

1.    Delivery times and dates are specified in the purchase requisition notification, provided that all delivery periods and dates are not binding unless they are expressly indicated in the purchase order as binding.

2.     The delivery period must start from the time the purchase order receipt notice is sent by H-bonds platform (or accept the purchase order if no acknowledgement is made). In any case, the customer must submit all documents, permits, approvals and publications that must be submitted before clarifying all technical questions and before receiving any agreed payment, and commitment to the delivery period in time is subject to all other obligations of the customer.

3.    In the event of any delay in delivery, the customer has the right to terminate the contract after notifying H-bonds platform of this delay within ten (10) working days so that H-bonds platform can handle late delivery unless the reason for the delay is beyond the control of H-bonds platform; for example, no inventory (late clearance by the customs of the destination country or neglect and delay in the delivery of the request by the shipping company, or the occurrence of natural disasters and others). By the restrictions stipulated in Article Thirteen of this Agreement, H-bonds platform will not be liable for any claims for compensation for damage to the customer for negligence or late delivery.

 

VIII.            Prices and Payment

1.     The customer shall purchase the products at the price of the H-bonds platform list in effect on the date of receipt of the purchase requisition (or the date of the purchase order if no acknowledgement is provided) as shown on the website of the H-bonds platform at www.h-bonds.com for delivery in the Kingdom of Saudi Arabia. H-bonds platform is also entitled to change the price list of their products from time to time, without notifying the customer, unless fixed prices are expressly agreed or unless otherwise agreed in writing.

2.     The customer is obliged to pay all financial dues owed to him within thirty (30) days as a maximum, from the date of the invoice issuance without any deduction, and this also applies to invoices related to partial delivery.

3.      The date of receipt of H-bonds platform for the purchase order is the date on which the invoice was issued. 

4.      All prices are net prices, provided that the customer will bear VAT.

5.     H-bonds platform is not obligated to notify the customer of all consumer fees from sales or indirect taxes, customs, examination and acceptance fees, and all taxes or other fees of any kind (imposed by public authorities or dedicated to commercial business between H-bonds platform and the customer).

 

 

IX.  Offset

H-bonds platform is entitled to set off any amounts that may be debited to the customer against any amounts that the customer may owe to H-bonds platform from time to time, provided that the client's H-bonds are notified according to these terms and conditions.

 

X.    Transfer of Risk

1.    All product defects during transportation (if any) must be transferred to the customer once the products are delivered under these terms and conditions, and this also applies in the case of partial delivery.

2.      H-bonds platform must secure the products at the request of the customer and  his own expense by ensuring transportation against the risks identified by the customer.

3.    If the customer fails to accept the delivery of the products or if the customer breaches any duty to cooperate, the H-bonds platform is entitled to claim compensation for the damages incurred including the additional expenses.

 

XI.  Storage, Handling and Use of Products by Customers

1.   The purpose of H-bonds products is to use them for laboratory research purposes, and they may not be used for any other purpose unless otherwise indicated on the product label, or in the H-bonds platform catalogues or other documents submitted to the customer in particular.

2.    The customer is not entitled to use H-bonds platform's products for diagnosis in the laboratory, in the fields of food production and pharmaceutical products, in medical devices, or cosmetics. The customer must commit to informing his clients of these restrictions.

3.      The customer is responsible for examining the current risks and risks and undertaking any additional research (if necessary) to identify the risks that may arise from the use of the products purchased from lab bubbles, and the customer should warn support personnel (such as transport workers) of All risks and risks that may be related to the storage, use, processing, etc. of products.

4.      H-bonds platform's products may be subject to the rules for the registration, evaluation, licensing and restriction of chemicals and other regulatory provisions, and therefore the customer is responsible for compliance with all regulatory provisions related to the storage, handling and use of materials purchased from H-bonds platform.

5.   If the customer re-sells the products to a third party, he must notify his clients of the duties and warn them of the risks and dangers stipulated in this clause of this agreement.

 

XII.              Information Duty

1.   The customer is obligated to inform H-bonds platform immediately in the event of any accidents related to products that lead to personal injuries or property damage. The customer is also obligated to cooperate fully with H-bonds platform to clarify and determine the cause of these accidents, and he must provide H-bonds with all explanations and reports. And tests made or executed by the customer or made available to the customer by any other party outside this contract, provided that providing this information and examining it does not lead to any responsibility on H-bonds platform for such incidents.

2.    If the customer resales the products, he must ensure that his customers comply with the duty of information stipulated in Paragraph 1 of Section 12 of these Terms and Conditions.

 

XIII.            Claims for Defect

1.    Customer rights regarding faults are subject to the customer examining the products immediately upon receipt and notifying H-bonds platform in writing of any defects not later than ten working days after receiving the products, provided that H-bonds platform are notified of defects in writing upon discovery and the customer must describe the defects accurately in writing.

2.    In the event of defects in the products, H-bonds platform is entitled, according to its discretion, to perform after that by treating the defect or by providing a product free of defects, and H-bonds platform will bear the expenses necessary for subsequent performance, and in the case of the customer changing the delivery address, The customer will bear all the extra shipping and transportation costs.

3.    If the H-bonds platform is not ready or able to perform later, the customer has the right to terminate the contract, and the customer has the right to terminate the contract in case the subsequent performance fails or the customer does not expect him to accept or postpone it beyond the reasonable deadlines for reasons that H-bonds can bear responsibility for it, And the customer's right to terminate the contract is terminated in two cases:

a.      If the customer is unable to return the defective products, this deficiency is because the return of the products is impossible due to the nature of the product.

b.      If the defect appears only during the processing or transformation of the products.

 

XIV.           Responsibility of Lab Bubbles

1.      H-bonds platform is not responsible in any way for accidental, indirect, consequential or special damages resulting from any use of the products in any case.

2.    Except as expressly provided for in these terms and conditions, H-bonds platform does not provide any warranties or express or implied representations, in any manner whatsoever, and this includes guarantees of quality or fitness for a particular purpose related to any product, and in the event of resale of products by the customer, The responsibility of H-bonds platform shall not be expanded, modified or altered in any other way by any guarantee provided by the customer to the products.

3.    Exclusive responsibility between H-bonds platform and the customer concerning non-conforming products must be repaired or replaced without consideration or refund of the purchase price, at the sole discretion of H-bonds platform, and when returning these products by Article Thirteen of these Terms and Conditions.

 

XV.             Retention of Title

1.    Until all outstanding laboratory bubble claims arising from the commercial relationship with the customer are paid, the lab bubbles retain the right to ownership of the products delivered to him, and the customer is obliged to do the due diligence in dealing with the products delivered to him, and the customer is obligated to adequately secure the products at their alternative value against fire and water Theft or other damages.

2.    The customer may re-sell the products subject to the ownership in the context of his regular business only, and the customer is not entitled to dispose of the products subject to the ownership or transfer them in a way that exposes lab bubbles and their suppliers to risk, and in the event of seizure or interference by a third party, the customer must inform the lab bubbles in writing on Immediately provide all the necessary information, and the customer must inform the third party of the ownership rights of lab bubbles and assist lab bubbles in all measures taken to protect the products subject to the right of ownership and the customer shall bear the related costs.

3.      The customer must assign all claims resulting from the resale of the products, including all the additional rights of lab bubbles, regardless of whether the products subject to the right of ownership have been processed or not, without opposing lab bubbles, and the customer is allowed to revoke all the specified claims Of lab bubbles in his name on behalf of lab bubbles, and the amounts collected are converted into lab bubbles without delay, and lab bubbles are entitled to cancel the license to collect claims and the right to resell the customer's products if the customer does not comply with the payment obligations towards lab bubbles or default Payments or stop payment or in the event of insolvency.

4.      In the event of default by the customer, lab bubbles are entitled, without prejudice to their other rights, to recover the products subject to the right of ownership, and the right to use these products in another place to satisfy their claims due against the customer and lab bubbles are entitled to terminate the contract within thirty days from the date Notify the customer of late payment, the customer must give lab bubbles immediate access to the copyrighted products, and deliver the products.

5.      The products subject to the ownership rights are handled or transferred by the client on behalf of lab bubbles, and the conditional customer's right to the products subject to the rights continues about manufactured or transferred goods. Participation in new items in proportion to the value of the products delivered to the value of other items that were processed at the time of processing.

6.      About items created by processing or transferring, the same conditions apply to proprietary products.

7.      At the request of the customer, lab bubbles may, at their discretion, issue-specific products from retaining property rights to the extent that the realizable value of these products exceeds the claims of lab bubbles resulting from working with the customer by more than twenty per cent (20%). For evaluation purposes, the invoiced value of the products subject to copyright retention and the nominal value of the claims must be reliable.

8.      The provisions mentioned in Section X of these terms and conditions (risk transfer) remain unaffected by the provisions of this section Fifteen (Keeping the Right to Own).

 

XVI.           Patents and Copyrights

The client agrees that he will not apply, directly or indirectly, for an application for patents, utility models, registered designs or copyrights (or any similar intellectual property rights that can be registered) in any country, based on the information the customer obtained from Lab bubbles (or any of the subsidiaries of Lab bubbles).

 

XVII.          Technical Assistance

At the request of the customer, lab bubbles and their suppliers may, at their discretion, provide technical assistance and information regarding potential applications and technical specifications of their product without cost unless the fees are agreed upon in the individual case, provided that technical assistance is by providing advice and information, and it does not bear bubbles Laboratory of any warranty, either express or implied, to obtain technical specifications, use, selection, or suitability of the products, and Section XIII (Laboratory Bubble Responsibility) of these terms and conditions apply accordingly.

 

XVIII.        Compliance with Laws

1.      The customer must conduct his operations following all laws and regulations in force in all countries that have contact with the transactions stipulated in these terms and conditions, and the customer must, without limitation, obtain all licenses, permits, registrations, certificates, approvals, assignments, receipts and qualifications of any kind (whether Public or private) as appropriate, without limitation.

2.      Without specifying anything in the previous paragraph, the customer acknowledges that lab bubbles (and its subsidiaries) are bound by the company’s policy of ethical, legal, and regulatory behaviour in the Kingdom of Saudi Arabia. In the event of a conflict of laws, the regulations in force in the Kingdom of Saudi Arabia, including the corrupt foreign practices law for the year 1977, as amended.

3.      The client agrees not to engage in any activity that violates the provisions of this agreement or any other applicable laws or regulations prohibiting unfair, fraudulent or corrupt business practices, including legal requirements established to combat terrorism and terrorist activities.

 

XIX.            Export

1.      The customer acknowledges that the products may be subject to export restrictions and economic sanctions imposed on the European Union (“EU”), the United Kingdom, the United States, and other countries (“export regulations”), and the customer acknowledges and undertakes not to use, transfer, launch, export, re-export or take Any procedure that may lead to the conversion of any laboratory bubble products or items containing any laboratory bubble products in contravention of the applicable export regulations, and the customer must examine the parties in the export transactions against the penalties and applicable rejection lists and inform the lab bubbles if any proposed transaction Includes parties to these Lists or destinations of sanctions. The customer must obtain any approvals that may be required.

2.      The customer is prohibited from selling or providing laboratory bubble goods to any third party if these goods are excluded from delivery following the export rules of the United Kingdom, the European Union or the United States of America.

3.      Except for what has been agreed in writing by lab bubbles, the customer is prohibited from selling or providing laboratory bubble goods to customers located outside the Kingdom of Saudi Arabia (including but not limited to, conducting sales through any alternative channels or methods of distribution, including In this internet or any other form of e-commerce).

4.      If US, European and other export controls require a license to export one or more products (or any part of it or related to it) or any other goods or services sold under these terms and conditions, lab bubbles are bound under these terms and conditions to grant a license Export is this, and the customer may not transfer or dispose of any of these related products or programs, technical knowledge, technical data, documents, goods, services or other materials of any party or in any way that would constitute a violation of the export controls in these countries.

5.      Violation of this clause permits lab bubbles to immediately terminate the contract.

 

XX.              No Waiver

Any delay by lab bubbles in the exercise of any right or compensation that does not act as a waiver of its rights in all its claims related to all the terms of these terms and conditions.

 

 

XXI.            Force Majeure

1. If lab bubbles are prevented by the force majeure from performing their contractual obligations, especially from delivering goods, then lab bubbles are exempted from their obligation to perform for the duration of the obstacle and for a reasonable start period without being responsible to the customer for the damages, and the same applies if the performance of the obligations is obstructed Unbelievably lab bubbles or temporarily impossible to cause unpredictable circumstances in which lab bubbles are not responsible, and these causes include, but are not limited to, God’s judgment and destiny including floods and other natural disasters, fires, explosions, closures, strikes, wars, riots, civil unrest, the epidemic, blockade, failure to obtain export licenses, or import permits Transport delays, customs clearance, power shortages, supplier delivery problems, or large interruptions to operations, and the Bubble Lab will immediately notify the customer of this force majeure, including but not limited to a detailed description of the cause of race And the date of commencement of this overlap and the estimated duration of him.

2. Lab bubbles are entitled to terminate the contract if this force majeure lasts for more than ninety (90) days and lab bubbles are no longer able to perform this contract because of that, and after this period has ended and at the request of the customer, lab bubbles will announce whether they intend to exercise their right to Cancellation or delivery of products within a period of time agreed in writing with the customer.

3. Lab bubbles do not bear in any way any responsibility towards the customer for any claims, damages, costs or expenses arising out of or not related to the failure of lab bubbles to ship their products in a timely manner or the implementation of purchase orders due to the occurrence of force majeure.

 

XXII.          Confidentiality

The customer and his representatives, employees and agents, shall not disclose to any third party and must maintain strict confidentiality of all confidential information submitted to the customer by lab bubbles, and this information includes, but is not limited to, information related to the work of the bubble factory or its subsidiaries, Financial resources, proposed products, product development, marketing or sales plans, contracts, and any other information considered confidential by lab bubbles.

 

XXIII.        Miscellaneous

1.      The captions contained in these terms and conditions are for illustration only and do not affect the interpretation of these terms and conditions.

2.      All client obligations from these terms and conditions will remain in effect after the end or termination of the relationship of the two parties.

3.      The place of performance for all customer obligations and lab bubbles is the place of work for lab bubbles.

4.      The legal relationship between the customer is subject to laboratory facts and is interpreted according to the laws of the Kingdom of Saudi Arabia, except for the United Nations Convention on Contracts for the International Sale of Goods (CISG).

5.      The legal place for all disputes arising from this agreement is the Kingdom of Saudi Arabia, the city of Jeddah, and lab bubbles are also entitled to file legal claims in the customer's workplace or any applicable and permitted legal place.

6.      The customer shall pay the costs for lab bubbles for all damages, costs and expenses (including attorneys' fees) incurred by lab bubbles in obtaining judicial or other compensation.

7.      If any of these terms and conditions become, partially, ineffective, or unenforceable, the validity, effectiveness, and applicability of other provisions of these terms and conditions will not be affected.