1. Applicability and identification of the seller
1.1 The present General Conditions of Sale and Supply (“GCS”) shall, where applicable, govern all orders placed with DKSH Market Expansion Services Japan K.K. (“DKSH”) for products purchased (“Products”) or services carried out (“Services”) through [https://labshop.dksh.jp/shop/](“Site” or “Platform”), to the exclusion of all other terms.
Deviations from these GCS – in particular any application of the purchasing terms and conditions of Customers of DKSH (“Customer”) – require DKSH’s explicit written acceptance.
Supply of Products, provision of Services or acceptance of payments without reservation shall not constitute DKSH’s acceptance of conditions varying from these GCS.
1.2 Prior to purchasing the Product(s) through the Platform and/or by using the Services of the Platform, the Customer is required to agree to these GCS that will form integral part of the agreement with Customer and DKSH.
1.3 The seller of the Products or Services through the Site is DKSH, a company incorporated in Japan, with registered office at 3-4-19, Mita, Minato-ku, Tokyo 108-8360, Japan, Phone no. [03-5730-7610], e-mail [labshop.jp@dksh.com].
2. Levels of interactions and registration to the Platform
2.1 The Platform is structured to allow different level of interactions based on the level of registration of the Customer.
These different levels of interactions are called “Scenario(s)” and are outlined in Annex 1 to the present GCS.
2.2 If the Customer is not registered within the Platform, the Customer may only access the Products/Services catalog i and request DKSH to issue a quotation for the Products and/or Services available on the Platform but the Customer cannot access the full features and information available on the Platform, in particular, the Customer cannot purchase the Products via the Platform or use the Services available on the Platform.
If the Customer is registered within the Platform as outlined in Annex 1, the Customer may access the full features and information available on the Platform, including, without limitation to, request DKSH to issue a quotation for Products and/or Services and, if the conditions laid down under Annex 1 are met, purchase such Products or Services.
3. Offers/contracts
3.1 Quotations issued by DKSH, even if designated as offers, do not represent legally binding offers, but shall be considered as invitations for Customer to make an offer.
Customer’s order is a binding offer to DKSH to buy the Product(s) and/or Services, according to these GCS. By placing an order, the Customer agrees to pay the price of the ordered Products or Services. All orders submitted by Customers through the Site are subject to acceptance by DKSH as outline in this GCS.
3.2 When Customer places an order to purchase Product or Services from DKSH according to the procedure outlined in Annex 1, DKSH will send Customer an e-mail confirming receipt of the order (the “Order Receipt E-mail”). The Order Receipt E-mail is acknowledgement that DKSH has received the order, and does not confirm acceptance by DKSH of Customer’s offer to buy the Product(s) or Services ordered.
A contract of sale and purchase shall only be formed between DKSH (seller) and the Customer (buyer) and enter into force when DKSH sends an e-mail to Customer or otherwise post a message on Customer’s Account that the order has been accepted and that will also contain information regarding shipment of the Products and the expected date of delivery (the “Shipment Confirmation E-mail”) In the event that Customer’s order is processed through multiple shipments, Customer may receive separate Shipment Confirmation E-Mails. Should the Products ordered not be available, DKSH will inform Customer via e-mail.
3.3 No order may be cancelled by the Customer unless DKSH consents to such cancellation in writing (including e-mail).
3.4 The specifications of the Products or Services are as set-out in the Shipment Confirmation E-mail.
4. Purchase price and payment
4.1 Unless otherwise agreed, all prices quoted by DKSH shall be understood in the currency as specified Platform’s checkout page as well as in the Shipment Confirmation E-mail.
4.2 Value-added tax shall be payable separately by the Customer in the statutory amount in effect on the invoice date and as set-out in the invoice. Each DKSH and the Customer shall comply with tax regulations applicable to each party.
4.3 The prices include other charges such as for packing, transport, freight or customs duties, unless stipulated otherwise in the Site Shipping charges are calculated based on the weight, dimensions, and destination of the order, and estimated delivery times are provided during checkout. Additional charges (if any) will be set out in the Shipment Confirmation E-mail. The Customer is deemed to agree with the additional charges if it does not raise any concern or objection to DKSH in writing (including e-mail) within two (2) business days from the date of the Shipment Confirmation E-mail.
4.4 DKSH reserves the right to modify prices before shipment in case of substantial changes to the respective basis of calculation (in particular cost of materials and work as well as exchange rate fluctuations etc.) between conclusion of a contract and the agreed date of delivery. Customer will be informed about such price changes in writing (including e-mail), if any, as soon as possible before delivery. The Customer is deemed to accept the price changes if it does not raise any concern or object to DKSH in writing (including e-mail) within two (2) business days from the date of such notice.
4.5 Unless otherwise agreed by Customer and DKSH in writing, the Customer shall effect payment to DKSH within the payment term agreed between the Customer and DKSH (“Due Date”) present in the Customer’s Account and in the Shipment Confirmation E-mail, without any right of set-off or counterclaim by the Customer. The Customer shall bear all remittance fees so that DKSH receives the full amount as indicated in the relevant invoice without any deductions.
4.6 If payment has not been received by the Due Date, late interest shall be applied automatically without prior notice at a per annum rate of five [5] percent, from the Due Date until payment in full has been received. DKSH also reserves the right to file further claims for losses incurred through the payment default e.g. lawyer costs, administration fees etc.
4.7 Notwithstanding anything to the contrary herein or in a contract between DKSH and the Customer, DKSH may (a) treat any contract terminated and/or suspend deliveries of Products and/or performance of Services without liability to Customer, (b) claim damages from Customer, and/or (c) accelerate and declare any outstanding sums is due and payable in case of the Customer’s bankruptcy, insolvency, suspension of payment, moratorium, reorganization or any other situation which, in DKSH’s sole discretion, adversely affects the financial position of the Customer.
5. Product Information and availability
5.1 DKSH lists availability information for Products sold on the Platform including on each product information page as well as for Services available on the Platform.
Beyond what it is stated on the product information page or otherwise on the Platform, DKSH cannot be more specific about availability. As DKSH process Customer’s order, DKSH will inform Customer by e-mail and/or through alerts on Customer’s Account as soon as possible if any Products ordered and/or Services purchased turn out to be unavailable and Customer will not be charged for those Products and/or Services.
5.2 Unless expressly indicated otherwise, DKSH is not the manufacturer of Products sold on this Platform. While DKSH works to ensure that Products’ information on the Platform is correct and accurate, actual Product’s packaging and materials may contain more and different information to that displayed on the Platform. All information about Products available on the Platform is provided for information purposes only. DKSH recommends that Customer does not rely solely on the information presented on the Platform and that always reads labels, warnings and directions provided with the Product before use. DKSH makes no guarantees or warranties, either express or implied, regarding the accuracy, completeness, or suitability of the information provided. Warranty provided by DKSH is limited to the fact that the Products and/or Services comply, upon delivery, with the specifications provided in the relevant contract. Any additional warranties, either expressed or implied, are disclaimed. Customers are responsible for conducting their own due diligence and complying with all applicable laws, regulations, and requirements in their respective countries or regions. This includes, but is not limited to, verifying whether the Product is permitted for use in Japan and understanding and adhering to local laws and regulatory requirements that apply to such Products. By using the Products or relying on the provided Product’s information, the Customer acknowledges and agrees to accept all associated risks and releases DKSH from any liability or responsibility to the fullest extent permitted by law. DKSH recommends consulting with legal and regulatory professionals for specific guidance related to the use and compliance of the Products in each specific jurisdiction.
6. Transfer of risk
6.1 The transfer of risks to the Customer shall occur according to the provisions of the respective contract and the Incoterms as specified therein.
7. Delivery
7.1 DKSH ships Products domestically within Japan. DKSH will use reasonable endeavors to deliver Products and/or perform Services by the dates set forth in the Shipment Confirmation E-mail, but such dates shall be treated as approximate only. DKSH shall notify Customer as soon as practicable in case o4f delay. For any shipping-related inquiries, Customer shall contact DKSH customer service team via email ([please insert e-mail address]) or phone ([please insert phone number]).
7.2 Customer is obligated to accept deliveries regarding orders made even if the respective deliveries occur with delay. Customer shall have no right to cancel the respective contract and/or demand damages.
7.3 Unless otherwise agreed by the parties in writing, partial shipments or partial deliveries are permitted.
7.4 Discrepancies in quantities of up to 10%, calculated on the basis of the entire quantity to be delivered and not the individual partial quantities actually delivered, shall be permissible.
7.5 If Customer fails to accept delivery of Products, DKSH may in particular, but not exclusively (i) store Products and charge Customer for the costs of storage, or (ii) upon reasonable notice to Customer, sell Products at the price readily available and charge Customer for any difference between the contract price and the price actually realized, plus storage and selling costs.
8. Retention of Title
8.1 Products sold by DKSH remain DKSH’s property until DKSH’s claims for payment and other rights against the Customer resulting from any contract within the framework of the business relationship between DKSH and the Customer have been satisfied (“Reserved Goods”). Customer shall support DKSH with all measures necessary to protect ownership of DKSH; by concluding a contract, Customer in particular allows DKSH to carry out registrations and reservations in public registries, books and the like according to the applicable laws of Japan and to comply with all respective formalities at the cost of the Customer. By agreeing to these GCS, Customer consents upon request to execute and furnish to DKSH any and all documentation necessary for the perfection and maintenance of DKSH’s retention of title in the Reserved Goods.
8.2 For as long as a retention of title is in force on the Reserved Goods, Customer shall handle the Reserved Goods in such a way that they remain identifiable as DKSH’s property. Customer shall maintain the Reserved Goods and, following delivery, insure them against all customary risks, both at its own expense.
8.3 In the event of any failure on the part of Customer to pay DKSH on the Due Date, DKSH reserves the right of immediate repossession of all Reserved Goods. Customer hereby grants DKSH and its employees, agents or subcontractors the irrevocable right to enter any and all premises in which Reserved Good are located, without prior notice, for this purpose.
8.4 If the Customer processes, combines or mixes the Reserved Goods with other goods, DKSH acquires joint title pro rata, to that part of the goods representing the invoiced value of the Reserved Goods in relation to the total value of the other goods that have been processed, combined or mixed.
8.5 If the Reserved Goods are combined or mixed with products of the Customer or of any third party to a new product of which the Reserved Goods represent an ancillary part, the Customer hereby and forthwith assigns all its rights with regard to such new products to DKSH. If the Customer combines or mixes the Reserved Goods with products of any third party to a new product in return for compensation, the Customer hereby and forthwith assigns to DKSH its right to compensation against such third party.
8.6 The Customer shall be entitled to resell DKSH’s Reserved Goods in the ordinary course of its business subject to DKSH’s retention of title. If, upon such resale, the Customer does not receive the full purchase price in advance or upon delivery of such goods, the Customer shall agree on retention of title with its Customer in accordance with these conditions. The Customer hereby and forthwith assigns to DKSH its claims arising from such resale and its rights arising from the said agreement on retention of title. Upon DKSH’s request, the Customer shall give notice of such assignment to its Customer(s) and provide DKSH with all information and documentation necessary to enforce DKSH’s rights against those Customers. Notwithstanding such assignment, the Customer shall be entitled to collect the claims arising from such resale as long as the Customer fulfils its obligations and liabilities towards DKSH
9. Packaging material
9.1 DKSH shall not be obliged to take back packaging and transport material unless a legal duty to do so exists under applicable law.
9.2 Customer agrees to dispose of the packaging material at its own expense.
10. Inspection
10.1 Immediately upon delivery of Products and on completion of performance of Services, Customer shall inspect the Products/Services for defects and deficiencies. While DKSH does not accept liability for Products damaged or lost during shipping, Customer shall contact the shipment carrier directly to file a claim if the Products arrived damaged, and shall retain all packaging materials and damaged Products for the handling of the claim process.
11. Complaints/Notification of defects
11.1 Customer must notify DKSH of any complaints about the delivered Products and/or Services, in particular of any shortages or defects, promptly upon delivery and in no event later than fourteen (14) days of delivery of Products and/or performance of Services or, in case of hidden defects, immediately after their discovery and at the latest within six (6) months of delivery of Products and/or performance of Services. In case of noncompliance with this provision, the Products and Services are deemed to be approved and accepted by the Customer and all rights and claims related to such Products and/or Services shall be deemed waived.
12. Customer’s rights in case of defects
12.1 Subject to the limitations on its liability set out in clause 13.2, and unless otherwise agreed in writing, DKSH warrants that the Product shall comply with the specifications provided in the relevant contract. DKSH warrants that the Services shall be performed with reasonable skill and care. SUCH WARRANTIES ARE PROVIDED TO THE EXCLUSION OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY LAW OR ARISING BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. A warranty of DKSH shall be excluded in particular in case of defects or deficiencies of the Products delivered due to (i) non-authorized, inappropriate or improper use of Products by the Customer or third parties, or (ii) negligent application of the Products by the Customer or third parties, or (iii) other reasons beyond the control of DKSH.
12.2 Where a valid and timely claim in respect of Products or Services is based on a breach of the warranty set forth in clause 12.1 and is submitted to DKSH in accordance with clause 11.1, DKSH may, at its discretion, replace, repair, re-perform or modify the Products or Services or any part thereof, or refund the full or partial price thereof, as applicable. All further claims of a Customer, including in particular any sort of damage claims, are excluded as far as permissible under applicable law.
12.3 Any return of Products to DKSH in connection with a warranty claim can only be done upon DKSH’s prior written permission and respective instructions. If Customer wants to return a Product in connection with a warranty claim, Customer shall contact DKSH customer services via e-mail ([labshop.jp@dksh.com]) or via phone ([please insert phone number]) with its Order number, details claim, and any supporting evidence (e.g., photos of damaged Product). Upon receipt of Customer’s notice, DKSH will evaluate the claim and notify Customer of the approval or rejection of the claim.
If Customer’s claim is approved, DKSH will provide Customer with instructions on how to return the Product. For defective or damaged Products, DKSH will cover the cost of return shipping. For non-defective Products, Customer is responsible for return shipping costs.
12.4 Approved refunds will be processed and a credit in the refund amount agreed by DKSH will automatically be applied to Customer’s original method of payment within thirty (30) days. Shipping costs are non-refundable, except in cases where the return is due to DKSH’s error.
12.5 Certain Products are non-refundable, including perishable goods, hazardous materials, and custom orders.
13. Limitation of liability
13.1 All kinds of breaches of contract and their legal consequences as well as all claims of Customers, irrespective of the legal grounds they are based upon, are exclusively controlled by these GCS.
13.2 IN NO EVENT SHALL DKSH NOR ANY OF ITS AFFILIATES OR EMPLOYEES BE LIABLE TO CUSTOMER OR ANY OTHER PERSON, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO ANY CONTRACT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. IN ANY EVENT DKSH’S MAXIMUM CUMULATIVE LIABILITY TO CUSTOMER SHALL BE LIMITED TO THE INVOICE VALUE OF THE PRODUCTS SUPPLIED AND/OR SERVICES RENDERED UNDER THE RELEVANT ORDER CONFIRMATION.
14. Confidentiality
14.1 The Customer shall treat all Confidential Information (as defined below) strictly confidential and shall not disclose Confidential Information, or cause or allow it to be disclosed, to any third party or use Confidential Information for any purpose other than reasonably necessary in order to fulfill its obligations under these GCS or a contract between DKSH and Customer. Customer shall disclose Confidential Information only to those of its officers and employees who need to know Confidential Information in connection with the fulfillment of these GCS or a contract between DKSH and Customer and who are bound by confidentiality obligations at least as restrictive as those contained in this clause. In any event, Customer remains liable for any breach by its officers or employees of any confidentiality obligations hereunder.
14.2 “Confidential Information” means any information contained in a contract between DKSH and Customer and any information provided by or on behalf of DKSH to Customer (in particular but not limited to information regarding pricing, financial information, market information, methods of distribution, Customer data, data of employees, manufacturing and technical information and know-how). Notwithstanding the foregoing, Confidential Information does not include information that (i) is rightfully known to Customer at the time of disclosure as demonstrated by Customer’s written or electronic records, (ii) is or becomes part of the public domain through no wrongful act of Customer, (iii) has been rightfully received by Customer from a third party authorized to make the disclosure without restriction, (iv) has been approved in writing by DKSH for release or (v) is independently developed without benefit of the Confidential Information.
14.3 This clause 14 shall survive the termination or expiration of any Agreement by five (5) years.
15. No Assignment
15.1 The Customer shall not be entitled to assign a contract or any of its rights and obligations under these GCS between DKSH and the Customer without DKSH’s prior written consent.
16. Compliance with laws
16.1 Unless otherwise agreed in writing, the Customer shall be responsible for compliance with statutory and regulatory requirements relating to export, import, transport, storage and use of the Products and/or Services.
16.2 Insofar as the performance of a sale and purchase contract pursuant to these GCS by DKSH would result or would likely result in the infringement of national, foreign or international (re-) export control laws or other laws, DKSH shall be entitled to rescind such contract.
16.3 If export control checks are required, the Customer will provide DKSH immediately upon request with all information pertaining to the final recipients, destination and purpose of the Products to be supplied by DKSH as well as any related export control restrictions.
16.4 In all instances, Customer must comply with (re-)export control regulations of Japan, the European Union and the United States.
16.5 Privacy: Parties shall abide by the provisions related to privacy and data protection obligations as outlined in the privacy statement of the Site.
16.6 The Customer shall indemnify DKSH from any and all claims by regulatory authorities or other third parties asserted against DKSH due to the Customer's failure to comply with the aforementioned obligations and agrees to reimburse DKSH for any and all resulting damages and associated expenses, provided that they are the result of the Customer's breach of duty.
17. DKSH’s Code of Conduct
17.1 The Customer and its officers, directors, employees and agents shall comply with all provisions of DKSH’s Code of Conduct (available at https://www.dksh.com/global-en/home/about-us/sustainability#policies). Therefore, by placing any Order to DKSH and/or by accepting any delivery/supply from DKSH, the Customer (including its officers, directors, employees and agents) acknowledges to have taken note of DKSH’s Code of Conduct and commits to abide by it and to comply with it. DKSH’s Code of Conduct is subject to updates and/or amendments from time to time and Customer hereby accepts such updates and/or amendments (as made available at https://www.dksh.com/global-en/home/about-us/sustainability#policies, and/or as otherwise notified by DKSH).
17.2 The Customer understands and agrees that DKSH may collect information on the Customer (via due diligence, pre-agreed audits or otherwise) to verify its compliance with DKSH’s Code of Conduct, and Customer agrees to furnish DKSH with or grant DKSH access to such information as reasonably requested by DKSH from time to time to conduct such verification. Where DKSH has reason to believe or suspect that the Customer is in breach and/or falls short of expectations to comply with DKSH’s Code of Conduct, Customer acknowledges DKSH’s right to turn down business opportunities or to seek discontinuation of the relationship, unless DKSH and Customer agree on collaborating towards establishing adequate improvement plans and actions to address DKSH’s findings resulting from due diligence, pre-agreed audits or otherwise
18. No waiver
18.1 No failure on the part of either party in exercising any right, power or remedy under these GCS will operate as a waiver thereof.
19. Severability
19.1 In the event that any of the terms or provisions of these GCS is determined to be invalid, illegal, void or in conflict with regulations or rulings of authorities, governmental or other, or otherwise unenforceable, or if any provision or term of these GCS shall become invalid, illegal, void and/or unenforceable at any time hereafter, all other provisions of the GCS shall be severable and shall remain valid, binding and enforceable in accordance with their terms, and the parties agree that a provision which shall be determined to be or which shall become invalid, illegal, void or unenforceable, shall be substituted by another suitable provision which shall maintain the purposes and the intentions of the parties.
20. Force majeure
20.1 DKSH shall not be liable to Customer for any damage, loss, cost or expense which Customer may suffer as a direct or indirect result of 1) the supply of Products and/or performance of Services that is prevented, hindered, delayed or rendered uneconomic, or 2) failure in performing any obligation, by any circumstances or events beyond DKSH’s reasonable control such as (without limitation) failure of DKSH’s supplier to deliver, lack of raw material or energy, fire, act of God, interruptions in traffic, or war, riots, acts of terrorism, strikes, lock-outs, order, law, regulation, demand or requirement of any governmental body or agency, epidemic, pandemic, fire, flood, hurricane, typhoon, earthquake, lightning and explosion or other similar event or condition (“Event of Force Majeure”).
20.2 Any obligations of DKSH under any sale and purchase contract will be suspended for the period of the Event of Force Majeure. If the Event of Force Majeure extends beyond sixty (60) days, each party may terminate the contract or the order with immediate effect upon written notice without any liability to the other, except that Customer shall remain liable for payment to DKSH for any Products delivered and/or Services performed prior to termination.
21. Governing law and dispute resolution
21.1 These GCS and all legal relations between the Customer and DKSH shall be governed exclusively by the substantive law of Japan to the exclusion of the laws on conflict of laws and of the United Nations Convention on Contracts and the International Sale of goods (CISG) of April 11, 1980.
21.2 Any disputes arising out of or in connection with the contract(s), these GCS or any legal relations between the Customer and DKSH shall be resolved exclusively before the courts in Tokyo, Japan.
22. Governing language
22.1 These GCS are in English and Japanese. In case of inconsistency between the English version and the Japanese version, the Japanese version shall prevail.
ANNEX 1 – SCENARIOS FOR SITE USAGE AND ORDER CONFIRMATION PROCESSING
1. SCENARIO 1 – “Unregistered Customer”
Based on this Scenario, Customer may only access and visualize the Products/Services catalogue available on the Platform, may request DKSH to issue quotations for Products and/or Services available on the Platform by filling in the Request for Quote form but the Customer cannot access the full features and information available on the Platform. In particular, the Customer is not allowed purchase Products or Services available on the Platform unless the Customer registers itself on the Site.
2. SCENARIO 2 – “Registered Customer”
Based on this Scenario, the Customer is registered on the Site, and it is allowed to access the full features and information available on the Platform.
The Customer’s registration process on the Platform is as follows:
- The Customer provides the requested information details by filling in the form present within the Platform on the Registration page (including but not limited to name, surname, contact details and company registration number) (the “Form”);.
- DKSH reviews the information provided via the Form and, if such information is validated by DKSH, DKSH provides the Customer with a user ID and password (“Credentials”). Credentials are sent to the Customer via e-mail to the e-mail address provided via the Form.
- Only domestic Customer can register on the Platform. Foreign Customer will be denied from registering on the Platform. DKSH’s customer service may contact the foreign Customer asking its consent for transferring the Customer’s information filled in in the Form to DKSH’s LabShop page of the Country of incorporation of the foreign Customer.
- The Customer is able to sign in on the Platform by inserting its Credentials on the Log-In page of the Platform.
Once logged in, the Customer can access its Customer’s account on the Platform (the “Customer’s Account”) which will enable him/her to have access to the full features and information of the Platform, including, without limitation to, purchase Products and/or Services available on the Platform ). The Customer’s Account will display the Customer’s contact information as well as the credit limit and payment terms granted to the Customer.
Any request inserted by the Customer on the Platform will be sent to DKSH and elaborated by a DKSH’s technical expert.
If the Customer wishes to purchase a Products and/or Service via the Platform:
Sub-scenario 2.A: in case the Customer has not negotiated (either via the Platform or outside the Platform) a price (or list of prices) for such Products and/or Services with DKSH’s technical expert or the price negotiated is not valid anymore:
A.1. The Customer may request a quotation for Products and/or Services to DKSH by filling in the Request for Quote form page of the Platform (quantity of Products and delivery address are mandatory, other information is optional only).
A.2. DKSH’s technical expert will review such request and in case he/she approves it, DKSH’s quotation will be displayed on the Customer’s Account and will contain all relevant information applicable to such sale (including, without limitation to, prices, packaging type, delivery terms, payment terms and credit limit).
A.3. The Customer shall review such information and he/she has the following options (i) place the order, (ii) edit the quotation; (iii) cancel the quotation.
A.4. If the Customer decides to place the order, the Customer can either
- fill in the form on the Platform with additional information and, once the form is filled in and submitted, it will be redirected to the Check-Out page where he can review once again all the information, correct them if necessary, insert delivery instructions and its purchase order number (if requested by its own internal system) and click on the “place order” button. By clicking on the “place order” button, the Customer agrees to the Terms and Conditions of Use, the present Terms and Conditions of Sale and Delivery and the Privacy Statement;
- provide DKSH’s technical expert with all relevant information and request DKSH’s technical expert to have the order placed on Customer’s behalf by DKSH. In such cases, the Customer authorizes DKSH to place orders on Customer behalf using the information provided to DKSH’s technical expert. Customer hereby acknowledges and agrees that DKSH will act as Customer’s authorized representative for the sole purpose of placing the purchase order. Customer is solely responsible for the accuracy of the information provided. DKSH will use reasonable efforts to place the orders accurately based on the information provided by Customer. By providing DKSH’s technical expert with such information and requesting DKSH’s technical expert to have the order placed on Customer’s behalf, the Customer agrees to the Terms and Conditions of Use, the present Terms and Conditions of Sale and Delivery and the Privacy Statement.
A.5. By placing the order, the Platform will automatically generate an alert on Customer’s Account as well as an e-mail sent to Customer’s e-mail confirming receipt of the order (the “Order Receipt E-mail”). The Order Receipt E-mail is acknowledgement that DKSH has received the order and does not confirm acceptance by DKSH of Customer’s offer to buy the Product(s) or Services ordered.
A.6. In case of purchase order placed by the Customer according to Section A.4 a. above, DKSH’s technical expert will review Customer’s purchase order and in case he/she approves it, the Customer will receive an alert on Customer’s Account or an e-mail from DKSH confirming whether DKSH has accepted or rejected the purchase order and that, in case of acceptance, will also contain information regarding shipment of the Products and the expected date of delivery (the “Shipment Confirmation E-mail”). In case of purchase order placed on Customer’s behalf by DKSH according to Section A.4 b. above, Customer shall review the details of the order on its Customer’s Account and/or in the Order Receipt E-mail for accuracy. If Customer identifies any errors or discrepancies, Customer shall notify DKSH promptly and, in any case, within two (2) business days as from the date of receipt of the Order Receipt E-mail. If the Customer does not notify DKSH within two (2) business days, the Customer will receive an order confirmation alert on Customer’s Account as well the Shipment Confirmation E-mail confirming that DKSH has accepted the purchase order.
A contract of sale and purchase shall only be formed between DKSH (seller) and the Customer (buyer) and enter into force when Customer receives the Shipment Confirmation E-mail confirming that the order has been accepted by DKSH.
Sub-scenario 2.B: in case the Customer has already purchased (either via the Platform or outside the Platform) such Products and/or Services and the price (or list of prices) are still valid
B.1. In case the Customer has already purchased (either via the Platform or outside the Platform) such Products and/or Services and the price (or list of prices) are still valid, the prices will be directly displayed on the Platform.
B.2. By selecting the Products and/or Services the Customer wishes to Purchases and clicking on the “Check-Out button”, , the Customer will be redirected to the Cart page where he can visualize the Services’ price and /or the Products’ price and change the quantity to be ordered. If the Customer is satisfied with the previously contracted price displayed on the Cart page (the “Contracted Price”) he can issue the purchase order by clicking on the “Check Out” button. In such case, the process laid down above from points A.4 – A.6 will apply;
If the Customer is not satisfied with the Contracted Price, he can ask DKSH to issue a quotation by clicking on the “request quotation” button. In such case, the process laid down above from points A.1 to A.6. will apply.