1. Refunds are not permitted except due to West quality or manufacturing defects, which West has acknowledged and granted written credit authorization. Quality and Manufacturing defect acknowledgement can take up to 90 days after request for refund. In the event West acknowledges and agrees that there is a defect, we ask that customer destroys any remaining non-conforming product rather than returning it to West, unless otherwise instructed by West.
2. Refunds are permitted for West fulfillment errors (incorrect item shipped and/or incorrect quantity shipped In the event West acknowledges and agrees that there was a fulfillment error, West will provide a refund for the amount paid by customer for the incorrect item or incorrect quantity shipped, and in such event, we ask that customer destroys any remaining non-conforming or incorrect product rather than returning it to West, unless otherwise instructed by West.
3. Returns are not permitted for any products purchased online. Credits will only be granted for scenarios (1) and (2) above and where governed by local law.
Export Legal Restrictions
Destination Control Statement
These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.
1. ACCEPTANCE OF ORDERS: Acceptance by West Pharmaceutical Services, Inc. ("West") of Buyer's purchase order(s) is expressly
conditioned on Buyer's assent to all of the terms and conditions on the face and reverse side hereof and in attachments hereto ("Terms
and Conditions"). Any different or additional terms of Buyer's order are objected to and hereby rejected by West. Buyer will be deemed to
have assented to such Terms and Conditions unless West receives written notice of any objection within 15 days after Buyer's receipt of
this form and in all events prior to any delivery or other performance by West of Buyer's order. All purchase orders will be subject to
approval by West.
2. QUOTATIONS: Quotations by West will be deemed to be offers by West to sell the goods described therein subject to these Terms
and Conditions, and acceptance of such offers is expressly limited to acceptance by Buyer of all of these Terms and Conditions within 15
days from the date of the quotation. Purchase orders submitted by Buyer of the goods quoted by West will be subject to and will be
deemed to constitute acceptance of these Terms and Conditions.
3. PRICES: West may, without notice, revise any price specified herein on any undelivered balance, and discount and any allowance
of any kind or nature which affects the total consideration passing between Buyer and West. In the event any increase in price, other than
an increase arising from new or increased taxes, is unacceptable to Buyer, Buyer within ten days after receiving notice of such increase
shall have the right to terminate this contract on written notice with respect to the unshipped portion of the particular goods, effective upon
receipt by West; provided that, if within 30 days after the effective date of such cancellation, West so requests, Buyer shall take, within 60
days after notice that the articles are ready for shipment, and pay for, at the price effective prior to such increase, all articles that shall
have been manufactured or are in the process of manufacture by West under this contract prior to the date of cancellation.
4. TAXES: All occupational, sales, use, gross income or other taxes, and import and export duties levied by any Government body,
except Federal and State income taxes, shall be paid by the Buyer.
5. TERMS OF PAYMENT: Except for export shipments mentioned below, payments terms are net 30 days from date of shipment and
invoice unless otherwise stated or agreed in writing by West. For export shipments, payment shall be made by irrevocable sight letter of
credit confirmed by and payable at any prime U.S. bank to be established in West's favor at the time of packing order, in U.S. funds upon
presentation of shipping documents. If several shipments are made on the same order, settlement shall be made for each shipment or
invoice on the above basis. If during the period of performance of an order, the financial position of the Buyer is determined by West not
to justify the terms of payment specified, West may demand full or partial payment in advance before proceeding with the work, or
satisfactory security or guarantees that invoices will be promptly paid when due, or, at its option without prejudice to other lawful
remedies, may defer delivery or cancel this contract. If Buyer defaults in any payment when due, or in the event any voluntary or
involuntary bankruptcy or insolvency proceedings involving Buyer are initiated by or against Buyer, then the whole contract price shall
immediately become due and payable upon demand, or West, at its option without prejudice to its other lawful remedies, may defer
delivery or cancel this contract. If delivery is deferred, the goods may be stored as provided in Section 8 and West may submit a new
estimate of cost for completion based upon prevailing conditions.
Pro rata payments will become due as shipments are made. If shipments are delayed by the Buyer for any cause, payments will become
due from the date on which West is prepared to make shipment and storage shall be at the Buyer's risk and expense as provided in
Section 8 hereof. If manufacture is delayed by the Buyer for any cause, a partial payment based upon the proportion of the order
completed will become due from the date on which West is notified of the delay.
6. DELIVERY; RISK OF LOSS: All sales are F.O.B. point of manufacture. Shipping dates are estimates only which are not guaranteed
and are based upon prompt receipt from Buyer of all necessary shipping and other information. Delivery of ten percent more or less than
the quantity specified shall constitute fulfillment of the order. West reserves the right to make delivery in installments, which shall be
separately invoiced and paid for by Buyer when due per invoice, without regard to subsequent deliveries.
Claims for shortages or other errors in delivery must be made in writing to West within 10 days after receipt of shipment and failure to
give such notice will constitute unqualified acceptance and a waiver of all such claims by Buyer. Claims for loss or damage to equipment
in transit by common carrier must be made to the carrier and not West.
7. UNAVOIDABLE DELAYS: West assumes no responsibility for any loss or damage occurring by reason of delay or inability to deliver
caused by fires, strikes, accident, delays of common carriers or from any other cause which is unavoidable or beyond West's reasonable
control. Should any of such events occur, West, at its option, may cancel Buyer's order with respect to any undelivered goods or extend
the delivery date for a period equal to the time lost because of delay. If West elects to so cancel the order, West will be released from all
liability for failure to deliver the goods. If shipping or progress of the work is delayed or interrupted by Buyer directly or indirectly, Buyer
will pay West for all resulting additional charges.
8. STORAGE: If the goods are not shipped within 30 days after notification has been made to Buyer that they are ready for shipping
for any reason beyond West's control, including Buyer's failure to give shipping instructions, West may store the goods at Buyer's risk
and expense in a warehouse or upon West's premises, and Buyer will pay all handling, transportation and storage costs at the prevailing
commercial rates promptly following West's submission of invoices for such costs.
9. WARRANTIES: The goods sold hereunder shall conform to the specifications contained on the face hereof and/or any attachments
hereto and to any other specifications agreed to in writing by West. All goods are sold only on the basis that it is the sole responsibility
and duty of Buyer to evaluate and test goods, assure that the products sold hereunder are fit for the uses and purposes for which Buyer
intends to use them, and are compatible with the Buyer's particular product and processing and packaging methods. Buyer assumes all
risks whatsoever as to the result of the use of the goods, whether used singly or in combination with other goods or substances.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. REMEDIES OF BUYER: If any of the goods sold hereunder shall be proved to West's satisfaction to be defective or nonconforming,
West will replace such defective goods, or at West's option, provide Buyer with a credit for their contract price, provided a claim is made
within 60 days after receipt of the goods by Buyer. Goods claimed to be defective shall not be returned without West's prior written
approval. West may request that Buyer destroy defective or nonconforming goods, such destruction to be certified in writing by an
appropriate officer of Buyer. THE PROVISIONS OF THIS SECTION 10 SET FORTH BUYER'S EXCLUSIVE REMEDY AND WEST'S
SOLE LIABILITY ON ANY CLAIM, WHETHER TORT, CONTRACT, OR WARRANTY ARISING OUT OF THIS CONTRACT AND IN NO
EVENT SHALL WEST BE LIABLE FOR INDEMNIFICATION OF BUYER ON ACCOUNT OF ANY CLAIM ASSERTED AGAINST BUYER
OR FOR ANY OTHER FURTHER DAMAGE, COST, EXPENSE OR LIABILITY OF ANY KIND WHATSOEVER, WHETHER DIRECT OR
INDIRECT, INCLUDING WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO BUYER OR ITS CUSTOMERS
ARISING FROM ANY DEFECT IN MATERIALS OR WORKMANSHIP OR DELAY IN PERFORMANCE OR DELIVERY.
11. REMEDIES OF SELLER: In the event of a breach by Buyer, Seller shall be entitled to exercise all remedies provided by law and
the exercise of any one remedy shall not preclude the exercise of any other remedy.
12. LIMITATIONS OF LIABILITY: Buyer agrees that no claims arising out of the performance or non-performance of any of the terms
and conditions of the within contract for the sale of goods shall be valid against West unless commenced within one year of delivery of
the goods. Nothing herein contained shall be construed to limit the time for commencement of an action by West to recover all or any part
of the purchase price.
13. INSURANCE: Until payment in full of the purchase price, Buyer shall maintain insurance covering all goods sold by West to Buyer
in such amounts and against such risks as is customary by companies engaged in the same or similar business and similarly located,
and shall, upon West's request, furnish evidence of such insurance satisfactory to West.
14. TOOLING: Tooling (including molds and dies) and post-production processing equipment which contain West designs or
components will not be returned to Buyer under any circumstances. Other tooling supplied by Buyer will be returned only with West's
prior consent and will be shipped F.O.B. West's plant and subject to normal packing charge. All tooling held in West's plant three years
after completion of the most recent production order will be considered obsolete and may be disposed of by West as it deems necessary
or advisable without notice to Buyer.
15. DRAWINGS; OTHER DESIGN DATA: All specifications, drawings, design, data, information, ideas, methods, patterns, and/or
inventions made, conceived, developed or acquired by West in connection with procuring and/or executing Buyer's order will vest in and
inure to West's sole benefit notwithstanding any charges therefore which may have been or may be imposed by West
16. DISCLOSURE AND USE OF TRADE SECRETS AND CONFIDENTIAL DATA: Buyer agrees to protect and keep confidential trade
secrets and other confidential data disclosed to Buyer and identified in writing as being confidential, and Buyer further agrees to protect
the same against disclosure to unauthorized persons. In addition, Buyer agrees not to use, directly or indirectly, any such confidential
information of trade secrets for its own benefit or for the benefit of any other person, firm or corporation.
The above obligations are accepted upon the understanding Buyer would not be liable for the disclosure or use of West's confidential
information or trade secrets which are already in the public domain, or which hereafter are placed in the public domain by any party other
than Buyer, or which are disclosed to Buyer by any other person, firm or corporation. Buyer agrees to return or destroy all data or
otherwise dispose of same as requested by West at the termination of this Agreement or any other contract which may be entered into at
a future date or, in the event that no contract is consummated, at the termination of negotiations between our companies. Any data
destroyed at West's request will be confirmed in writing by Buyer to West or its duly authorized representative.
17. PATENT INDEMNIFICATION: When West produces parts to Buyer's supplied design, Buyer agrees to indemnify and hold West
harmless from and against any damages, loss, cost or expense resulting from infringement of patents or trademarks.
18. ASSIGNMENT: None of the Buyer's rights under any order shall be assigned by the Buyer to any other person, whether by
operation of law or otherwise, without West's prior written approval.
19. CANCELLATION ACCOMMODATIONS: Orders are not subject to cancellation, change, reduction in amount or suspension of
deliveries, except with West's consent, and upon terms that indemnify West against loss. Goods returned for Buyer accommodation may
be subject to a 30% (of sales value) restocking charge.
20. GENERAL: These terms and conditions, and the contract of sale between West and Buyer, shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Pennsylvania, U.S.A. The invalidity, in whole or in part, of any of the
provisions of these Terms and Conditions, shall not affect the enforceability of any of the other provisions hereof. All headings are for
convenience of reference only and will in no way be used in the interpretation of any of these Terms and Conditions.
21. EXCLUSIVE CONTRACT TERMS: The Terms and Conditions constitute the entire agreement between West and Buyer with
respect to the sale of the goods, equipment and/or services described herein and supersede all previous agreements between the parties
and all terms in any printed forms exchanged or which may be exchanged in the future. No modification, amendment, waiver or other
change of any of the Terms and Conditions, or any of West's rights or remedies there under, will be binding on West unless expressly
accepted in writing by West. No course of dealing, usage of trade or course of performance will be relevant to explain or supplement any
of these Terms and Conditions. In cases of conflict between the terms and conditions printed on this page and those contained on the
face side or in attachments hereto, the latter shall control.