Effective Date: July 4, 2025

These Terms & Conditions (“Terms”) govern your use of the website located at [Your Website URL Here] (the “Website”) and your purchase of products or services from Shanghai Longtide Biotechnology Co., Ltd. (“Longtide,” “we,” “us,” or “our”). By accessing or using our Website, placing an order, or engaging with our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Website or purchase our products/services.

1. Definitions

  • “Buyer,” “Customer,” “You”: Refers to the individual or entity purchasing products or services from Longtide.
  • “Products”: Refers to the chemical products, biotechnological products, or any other goods manufactured or supplied by Longtide.
  • “Services”: Refers to any services provided by Longtide, including but not limited to, research & development support, technical consultation, or custom synthesis.
  • “Order”: A request by a Buyer to purchase Products or Services from Longtide.
  • “Contract”: The agreement formed between Longtide and the Buyer for the sale and purchase of Products or Services, which incorporates these Terms.

2. Acceptance of Orders

2.1. All Orders placed by the Buyer are subject to acceptance by Longtide. Longtide reserves the right to accept or reject any Order in its sole discretion. 2.2. An Order shall be deemed accepted when Longtide issues a written order confirmation or commences performance of the Order. 2.3. No terms or conditions stated by the Buyer in any purchase order or other communication shall be binding on Longtide unless expressly agreed to in writing by an authorized representative of Longtide.

3. Product Information and Use

3.1. All product descriptions, specifications, and technical data provided by Longtide are for informational purposes only and are subject to change without notice. While we strive for accuracy, Longtide does not warrant that product descriptions or other content on the Website are accurate, complete, reliable, current, or error-free. 3.2. Hazardous Materials: Many of our Products may be hazardous and require special handling, storage, and disposal. Buyers are solely responsible for understanding and complying with all applicable local, national, and international laws, regulations, and industry standards related to the safe handling, storage, use, and disposal of the Products purchased. 3.3. Intended Use: Products are sold for industrial, laboratory, or research use only, and are not intended for human consumption, therapeutic, or diagnostic use unless explicitly stated otherwise on the product’s label or documentation. Buyers acknowledge and agree that they are solely responsible for determining the suitability of the Products for their intended use. 3.4. Longtide shall not be liable for any damage or injury resulting from the improper handling, storage, use, or disposal of the Products by the Buyer or any third party.

4. Pricing and Payment

4.1. Prices for Products and Services are as quoted by Longtide and are subject to change without notice. All prices are exclusive of any applicable taxes, duties, levies, shipping, handling, and insurance charges, which shall be borne by the Buyer unless otherwise agreed in writing. 4.2. Payment terms shall be as stated on Longtide’s invoice or as otherwise agreed in writing. Payment is due in the currency specified by Longtide. 4.3. If any payment is not received by the due date, Longtide may, without prejudice to any other rights or remedies: a. Charge interest on the overdue amount at a rate of [Specify Interest Rate, e.g., 1.5% per month or the maximum allowed by law] from the due date until paid in full; b. Suspend deliveries of any further Products or performance of Services; c. Terminate the Contract.

5. Shipping and Delivery

5.1. Delivery dates are estimates only and are not guaranteed. Longtide shall not be liable for any delay in delivery. 5.2. Unless otherwise agreed in writing, all Products are shipped [Specify Incoterm, e.g., Ex Works (EXW) Longtide’s facility or Free Carrier (FCA) designated port/airport]. Risk of loss and title to Products pass to the Buyer upon Longtide making the Products available to the carrier at the shipping point. 5.3. The Buyer is responsible for all shipping costs, insurance, customs duties, taxes, and any other charges associated with the delivery of the Products. 5.4. Upon receipt, the Buyer must promptly inspect the Products for any damage, shortages, or discrepancies. Claims for damaged or missing Products must be made to Longtide in writing within [Number] days of receipt of the Products, accompanied by photographic evidence if applicable. Failure to do so shall constitute acceptance of the Products as delivered.

6. Returns and Cancellations

6.1. Orders are non-cancellable and non-returnable once accepted by Longtide, unless otherwise agreed in writing by Longtide in its sole discretion. 6.2. If Longtide agrees to a return, a restocking fee of [Percentage, e.g., 20%] may apply, and the Buyer shall be responsible for all return shipping costs. Products must be returned in their original, unopened packaging, in resalable condition. 6.3. Custom-synthesized or specially ordered Products are non-cancellable and non-returnable.

7. Warranties and Disclaimers

7.1. Longtide warrants that its Products conform to the specifications stated on the Certificate of Analysis (COA) provided with the Product at the time of shipment for a period of [Specify Warranty Period, e.g., 30 days] from the date of shipment, provided the Product is stored and handled according to Longtide’s instructions. 7.2. THIS WARRANTY IS EXCLUSIVE AND LONGTIDE MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 7.3. Longtide does not warrant that the Products are free from the rightful claim of any third person by way of infringement or the like. 7.4. The Buyer acknowledges that the Products are for industrial, laboratory, or research use, and their use involves inherent risks. Longtide does not warrant or guarantee any specific results from the use of its Products.

8. Limitation of Liability

8.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LONGTIDE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE PRODUCTS OR SERVICES, EVEN IF LONGTIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2. LONGTIDE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE PRODUCTS OR SERVICES SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY THE BUYER TO LONGTIDE FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM. 8.3. The limitations of liability in this section shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

9. Indemnification

9.1. The Buyer agrees to indemnify, defend, and hold harmless Longtide, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: a. The Buyer’s improper handling, storage, use, or disposal of the Products; b. The Buyer’s breach of these Terms; c. Any intellectual property infringement claim arising from the Buyer’s modification or combination of Longtide’s Products with other products or processes; d. Any claim by a third party arising from the Buyer’s use or resale of the Products.

10. Intellectual Property

10.1. All intellectual property rights in and to the Products, Services, Website content, and any other materials provided by Longtide (including but not limited to patents, trademarks, copyrights, trade secrets, and know-how) remain the exclusive property of Longtide or its licensors. 10.2. The Buyer obtains no rights, title, or interest in any intellectual property of Longtide by these Terms or the purchase of Products or Services.

11. Confidentiality

11.1. Any non-public information, including but not limited to technical, business, or financial information, disclosed by Longtide to the Buyer in connection with the Products or Services shall be treated as confidential (“Confidential Information”). 11.2. The Buyer agrees not to disclose or use any Confidential Information for any purpose other than as necessary for the performance of the Contract. This obligation shall survive the termination of any Contract.

12. Force Majeure

12.1. Longtide shall not be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or labor disputes, shortages of transportation facilities, fuel, energy, labor or materials, or acts of government.

13. Governing Law and Dispute Resolution

13.1. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed following the laws of the People’s Republic of China, without regard to its conflict of law principles. 13.2. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be submitted to the competent courts located in Shanghai, People’s Republic of China.

14. Severability

14.1. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from these Terms, and the remaining provisions shall remain in full force and effect.

15. Entire Agreement

15.1. These Terms, together with any accepted Order and invoice, constitute the entire agreement between the Buyer and Longtide regarding the purchase of Products and Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral.

16. Amendments

16.1. Longtide reserves the right to amend these Terms at any time by posting the revised Terms on its Website. Your continued use of the Website or purchase of Products/Services after such changes constitutes your acceptance of the revised Terms.

17. Contact Information

If you have any questions about these Terms, please contact us at:

Shanghai Longtide Biotechnology Co., Ltd.

[Your Company Address]

[Your Company Phone Number]

[Your Company Email Address]

[Your Website URL]