Orion Biosains’ General Terms and Conditions of Sale


Welcome to Orion Biosains. Thank you for your interest in purchasing our products. Orion Biosains values your business and it is our goal to make your purchasing experience as smooth as possible. If you have any questions about the quotation or ordering process, please call Customer Services at +60 37 493 5022. As with all companies, Orion Biosains (“Orion”) has binding terms and conditions that govern its relationship with its customer (“you”).

  1. General
    1. These are the binding terms and conditions (“Terms”) under which Orion sells to you and you agree to purchase its products (“Goods”) and receive its services (“Services”). These Terms, together with Orion’s quotation (if any) and Order Confirmation, create the binding agreement between us (“Contract”). Orion’s quotations do not constitute an offer. This Contract is created when Orion accepts your order, either by sending a written confirmation, or by shipping the Goods or otherwise initiating action to provide what you have ordered (“Order Confirmation”). All other additional or different terms and conditions are material alterations and rejected without any effect. If any term or condition within the Contract documents conflict, the following priority will be used to determine what governs: Order Confirmation, the quotation, and then these Terms.
    2. This Contract may not be amended, varied or modified except in writing signed by you and a representative with the express authority of Orion to sign such an agreement. No information contained in any document of whatever form, or oral description, constitutes part of the contractual description of the Goods and/or Services, nor will it form part of the Contract.
  2. Use of the Goods
    1. Goods are for single research use only. You agree to use the Goods only in such a manner, for your internal research, and in accordance with all of our instructions. The sale of the Goods is conditioned on your adherence to the Contract. You are solely responsible for making sure that the way you use the Goods complies with applicable laws, regulations and governmental policies. You must obtain all necessary approvals and permissions you may need. It is solely your responsibility to make sure the Goods are suitable for your particular use.
  3. Price
    1. Subject to Condition 3.3, the price for the Goods and Services will be the price quoted to you by Orion, or in the absence of any such quotation, Orion’s list price published or provided on the date on which the Order Confirmation is dispatched to you.
    2. Unless otherwise agreed in writing by Orion, prices do not include taxes (including VAT), duties, levies or other government fees, which if applicable, you agree to pay. Upon the coming into force of the Goods and Services Tax Act for Malaysia with effect 1st April 2015 (“GST”), all payments under this Contract shall be exclusive of GST, and in addition to all amounts otherwise due, you agree to pay the GST amount as per the relevant tax invoice issued by Orion. If Orion pays any or all of the foregoing on your behalf, then it may add the amount to your invoice. You are also responsible for delivery and handling charges, if any, which if applicable, may be added to your invoice. For details on our freight policy, please call Customer Services.
    3. Orion is entitled to adjust the price of the Goods and Services to reflect reasonable increases or decreases in Orion’s costs, including in the cost of raw materials used in the production of the Goods or provisions of Services, variations in wages, exchange rate fluctuations and other costs incurred since the date of Orion’s quotation or the Order Confirmation.
  4. Payment
    1. Unless otherwise agreed by Orion in writing, the price for the Goods and/or Services and any other charges payable are due when you receive the Order Confirmation. If Orion has agreed to supply on credit, you shall pay for the Goods and/or Services no later than the 30th day of the month following the month of invoice. Time for payment is of the essence of the Contract. No deduction, whether by way of discount, abatement, set-off, counterclaim or otherwise is permitted.
    2. If you fail to make any payment when it is due, then Orion may, without prejudice to any other remedy, including to cancel or terminate this Contract, suspend work and withhold delivery of Goods and/or performance of Services until payment in full is made with 1.5% interest per month, calculated on a daily basis.
  5. Delivery of Goods and/or Performance of Services
    1. Unless otherwise agreed by Orion in writing, delivery of the Goods will take place at Orion’s premises. If delivery of the Goods and/or performance of the Services are to take place at your premise and/or is to be effected by a carrier, then you will be responsible for the delivery charges. Orion will not be liable in respect of any damage in transit howsoever caused (including negligence) unless notice in writing is given to the carrier and to Orion within 7 working days (or in the case of non-delivery, within 7 working days of the date when the Goods would in the ordinary course of events have been received), whichever is the earlier.
    2. For any damage in transit for which Orion is held liable or for non-deliveries, Orion’s liability is solely to replace the Goods within a reasonable time subject to the Goods being returned to Orion immediately.
    3. Unless otherwise expressly agreed, times or dates quoted by Orion for dispatch of Goods and/or completion of Services are given in good faith and are approximate estimates only. Time of delivery is not of the essence of the Contract. Every endeavor will be made to adhere to such times or dates but Orion does not give any other undertaking in that regard and Orion will not be liable to you for any claim, loss or damage (whether direct, indirect or consequential) sustained by you as a result of Orion’s failure to comply with such delivery dates.
    4. If for any reason you fail to accept delivery of the Goods, then you will remain liable to pay the price for the Goods, and Orion will be entitled at its option to: (i) store the Goods and you will be liable to Orion for the reasonable cost of such storage and will be responsible for all loss or damage to the Goods howsoever arising (including loss or damage caused by the negligence of Orion); or (ii) cancel and/or terminate the Contract.
    5. Where you request extra or special packing, Orion will be entitled to charge the full cost of the same to you. Any such packing will be at your own risk and no warranty is given as to the suitability or fitness or otherwise of such packing.
    6. Goods supplied in accordance with the Contract cannot be returned without Orion’s prior written authorization. Duly authorized returns will be sent to such address as Orion directs at your expense and you will be liable for any other costs incurred in relation to such return.
  6. Title
    1. Title in the Goods will pass to you upon Orion’s receipt of payment for the Goods in cash or cleared funds. In addition to any right of lien to which Orion may by law be entitled to and without affecting any other provision of this Contract, Orion shall be entitled to a general lien on all Goods of yours in Orion’s possession, regardless of whether some or all of such Goods have been paid for by you, in the amount of the unpaid balance due by you with interest. Nothing in this Contract shall be construed as conveying any right, title or interest in or to any intellectual property right of Orion, none shall be implied, and all such rights, titles and interests are hereby reserved.
  7. Warranty, Damages or Defects
    1. Orion will be entitled to: (i) suspend all or any work on future deliveries and installments of the Goods and/or the provision of Services under the Contract; (ii) on written notice, cancel the undelivered portion of the Contract between you and Orion, sell the Goods elsewhere; and/or (iii) deem that the whole of the price under the Contract is payable immediately and terminate this Contract in the event of the occurrence of any of the following unless prohibited by applicable law:
      1. Written notice being given to Orion of the alleged defect in the Goods and/or Services within 7 days from when you discover or ought to have discovered the defect, and in any event within 12 months of delivery of the Goods and/or provision of the Services;
      2. You affording Orion a reasonable opportunity to inspect the Goods, or if so requested by Orion, returning the allegedly defective Goods to Orion’s works, carriage paid, for inspection to take place there;
      3. You making no further use of the Goods after the time at which you discover or ought to have discovered the defect;
      4. The defective Goods having been installed, used, stored and maintained in accordance with any instructions issued by Orion or, if none were provided, in accordance with general trade practice, there being no negligence or misuse on your part, and the Goods not having been altered or repaired by any person other than Orion those authorized by Orion;
      5. Orion being satisfied that the defect in the Goods and/or Services was due to its defective workmanship or use of defective materials and, without prejudice to the foregoing, Orion will be under no liability for defects due to wear and tear, neglect or use of the Goods for any purposes other than those for which they are designed;
      6. The defective Goods not having been sold, transferred, let, hired or otherwise disposed of by you to a second or subsequent user or purchaser; and
      7. The Goods having been manufactured by Orion. Where Goods are not manufactured by Orion, Orion gives no warranty, including without limitation, in relation to non-infringement.
    2. If any Goods do not conform to the Warranty, then Orion’s sole and exclusive obligation will be, at its option, to refund the amount it received from you for the Goods, or to replace the Goods.
    3. EXCEPT AS SET FORTH IN THE WARRANTY, ORION MAKES NO REPRESENTATION OR WARRANTY AND DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND NON-INFRINGEMENT. IN NO EVENT SHALL ORION BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS AND USE, AND ITS AGGREGATE LIABILITY UNDER THIS CONTRACT SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE AMOUNT IT RECEIVED FOR THE GOODS OR SERVICES THAT ARE THE SUBJECT OF DISPUTE.
  8. Termination and Cancellation
    1. Orion will be entitled to: (i) suspend all or any work on future deliveries and installments of the Goods and/or the provision of Services under any Contract; (ii) on written notice, cancel the undelivered portion of any Contract between you and Orion, sell the Goods elsewhere; and/or (iii) deem that the whole of the price under any Contract is payable immediately and terminate this Contract in the event of any of the following unless prohibited by applicable law:
      1. Any distress, execution or other legal process being levied upon any of your assets;
      2. You entering into any arrangement or composition with your creditors including taking possession of any of your property or assets, committing any act of bankruptcy or (being a corporation) an order being made or an effective resolution being passed for your winding up except for the purposes of amalgamation or reconstruction as a solvent company or a receiver and manager, liquidator or administrator or the Official Receiver being appointed in respect of the whole or any part of its undertaking or assets;
      3. You ceasing or threatening to cease to carry on business;
      4. Your non-payment of any monies due for more than 7 days;
      5. Your breach of this Contract; or
      6. Orion reasonably believing that any of the events mentioned above is about to occur in relation to you.
    2. In the event of any such cancellation or termination by Orion or any cancellation and/or repudiation of any Contract by you, Orion will be entitled to: (i) deliver any Goods purchased or manufactured pursuant to the Contract in the state in which they then are, whether finished or not, and you will pay for them at a fair proportion of the purchase price (as indicated by Orion), having regard to the work done on them and the materials they contain; or (ii) sell Goods for your own account and pass good title to them to a new buyer; and in either event to recover as damages from you all loss and damage of whatever kind which Orion sustains in connection with such cancellation. If Orion delivers to you less than the contractual quantity of Goods or delivers any Goods late, you will accept and pay for the Goods so delivered.
    3. The exercise of the rights conferred by this Contract will be without prejudice to any other right enjoyed by Orion pursuant to law including in particular the right to recover the Goods or the proceeds thereof from you pursuant to these Terms.
    4. The termination or cancellation of this Contract does not relieve Orion of its rights and obligations that have previously accrued. Terms of this Contract that by their nature prescribe continuing rights and obligations shall survive the termination or cancellation hereof.
  9. Force Majeure
    1. If events beyond Orion’s reasonable control, including strikes, lock-outs, shutdowns and other industrial disputes, shortages of labor or supplies, interruption or lack of transportation, Internet disruption, embargo, import or export prohibitions, governmental actions, orders, legislation, regulations, rationing, riots, civil disturbances or disobedience, epidemic, quarantine, acts of terrorism or war, fire, flood, hurricane, earthquake, storm, lightning, explosion, acts of God or of a public enemy, delay, prevent or hinder Orion from delivering the Goods and/or performing the Services in accordance with the Contract, the date or dates for delivery and/or performance will be extended by the period of delay caused by such events and the price will be increased to cover any increased costs caused by such delay. If the period of delay extends beyond a reasonable period, Orion will in its absolute discretion be entitled to cancel or terminate the Contract in whole or in part.
  10. Indemnity
    1. You indemnify, hold harmless and defend Orion, its affiliates, and their respective officers, directors, employees, independent contractors and agents from and against all liability, losses, damages, costs, claims, demands, proceedings, charges and expenses of whatsoever kind or nature, as well as all reasonable attorneys’ fees and court costs (“Losses”) arising out of or relating to the use of the Goods and/or Services, except to the extent of the Losses that are attributable to the gross negligence or willful misconduct of Orion under these Terms. Orion may be represented by counsel of its choosing at its expense. You shall not settle or compromise any claim or allegation subject to indemnification hereunder in a manner that imposes any material obligation on, or makes any admission of fault by, Orion, its affiliates, and their respective officers, directors, employees, independent contractors and agents. You shall continuously maintain at your own expense sufficient insurance levels to ensure yours obligations under this Contract.
  11. Waiver
    1. Any delay or failure to exercise any rights under this Contract will not constitute a waiver or prevent a similar or the subsequent exercise of such rights. A valid waiver must be executed in writing and signed by the party granting the waiver. Each party acknowledges that it was provided an opportunity to seek advice of counsel and as such this Contract shall not be strictly construed against the drafter.
  12. Severability
    1. If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions will not be affected. Any invalid or unenforceable Term will be reformed promptly by the parties to effectuate their intent.
  13. Notice
    1. Any notice required will be addressed to the contact you listed on the invoice (or, if none, your last known address) and Orion at its registered office, and deemed given upon the earlier of receipt or within 7 days of the date of posting with a reputable courier.
  14. No Third Party Rights or Agency
    1. This Contract does not create any rights enforceable by a third party. Nothing in this Contract shall be interpreted as placing the parties in an employment, partnership, joint venture or agency relationship and neither party shall have the right or authority to obligate or bind the other party on its behalf.
  15. Assignment
    1. Orion may assign or transfer the Contract or delegate the whole or any part thereof to any third party that assumes the name. You may not assign or transfer the Contract or delegate the whole or any part of it without the prior written consent of Orion. This Contract is binding on the parties and their respective successors and assigns and inure to the benefit of the parties and their respective permitted successors and assigns.
  16. Governing Law
    1. The Contract is governed by the laws of Malaysia without regard to any conflict of law provisions.