1. Contract Formation

These terms and conditions (“Terms”) govern the purchase and sale of our products and services. Some offerings may have additional terms (“Supplementary Terms”) found in your quotation, product documentation, or at info@perrun.com.cn. These Terms, along with any quotation and Supplementary Terms, form a binding contract (“Contract”) between you and the Perrun entity specified in the relevant documents. The Contract is formed when we accept your order through written confirmation, shipment, or other action to fulfill your order. In case of conflict, the order of precedence is: quotation, Supplementary Terms, and finally these Terms.

2. Delivery and Orders

2.1 We aim to meet the delivery date in your order, subject to product availability and lead times. We may deliver in installments, with separate invoices for each delivery.

2.2 Unless otherwise agreed or stated in the quotation, we use CFR trade terms (INCOTERMS 2010). We assume the risk of damage once goods are transferred to our carrier and will assist with any shipping issues.

3. Inspection and Returns

3.1 Inspect your order upon receipt. Report any damage or shortages to our after-sales service within 5 days for return or replacement instructions. Failure to notify us within 5 days constitutes acceptance, but does not affect your warranty rights.

3.2 For custom-made products, returns are only accepted if they do not meet your specifications. We may, at our discretion, replace the product or refund the purchase price.

4. Price and Payment

Product prices are stated in your quotation. If no quotation is provided, the price is based on our price list for your country on the order date. Contact after-sales service for freight details.

Payment is due within 30 days of the invoice date, in the currency specified, unless otherwise stated in the quotation. Each order is a separate transaction; no offsets are allowed. Late payments may result in:

• Suspended or cancelled deliveries
• Rejection of future orders
• Late payment fees of 1% per month (12% per year), or the maximum allowed by law, whichever is lower.

You agree to pay all overdue fees and reasonable collection costs, including attorney fees, if incurred.

5. Product Use and Restrictions

Unless otherwise stated on the product label or accompanying documents, our products are for research use only, not for human or animal treatment or diagnosis. Use them according to our instructions. Resale and unauthorized distribution are prohibited.

We do not submit products for regulatory review or endorse their clinical, therapeutic, or diagnostic use. We are not responsible for obtaining approvals for specific applications. You are solely responsible for ensuring your product use complies with all applicable laws and regulations.

6. Limited Warranties

6.1 Consumables:

Unless a different warranty is provided, consumables are warranted to meet our published specifications until their expiry or “use by” date, or for 12 months from delivery if no expiry or usage limit is specified.

6.2 Instruments:

Instruments are warranted against defects in materials and workmanship for 12 months after installation, not to exceed 15 months from shipment. They are also warranted to meet our published specifications upon delivery. Spare parts we install are warranted for 3 months or the remaining instrument warranty period, whichever is longer. Parts not purchased from or installed by us are sold “as is.”

6.3 Instrument Services:

Our services are warranted to meet the industry standard of care.

6.4 Warranty Exclusions:

Our warranties do not cover issues caused by:

• External factors (e.g., power surges)
• Normal wear and tear
• Used products (unless otherwise agreed)
• Improper chemical or sample use
• Excluded parts listed in Supplementary Terms
• Unauthorized repairs or modifications
• Improper use, maintenance, or operation
• Custom manufacturing to your specifications
• Use with unapproved software or products
• Neglect or accidents

6.5 Warranty Claims:

Report any warranty issues promptly to after-sales service in writing. We will, at our option, replace, repair, or refund defective products that are validly claimed and returned according to our instructions.

6.6 Warranty Limitations:

The warranty is non-transferable. Our liability is limited to the purchase price. These warranties are exclusive and replace all other express or implied warranties, including those of merchantability, fitness for a particular purpose, and non-infringement.

7. Third-Party Products

We do not support or warrant third-party products sold through our channels. These purchases are subject to the third party’s terms. Contact the manufacturer directly for support and warranty claims.

8. Customized Products

We may refuse to design or produce custom products if we deem the synthesis process inappropriate or commercially unfeasible. We will notify you promptly and you will not be charged for any rejected products.

By ordering custom products, you represent and warrant that:

• You have disclosed all known hazards associated with the materials you provide.
• You have the right to request and purchase the specified sequence.

9. Entire Agreement

This Contract constitutes the entire agreement regarding the products and services provided and supersedes all prior agreements. We reject any additional or conflicting terms you may propose. Our offer is limited to these Terms. Submitting an order constitutes acceptance of this Contract. No modifications are valid unless agreed to in writing.

10. Miscellaneous

We are not liable for non-performance due to events beyond our reasonable control. We may allocate available products among customers in our reasonable judgment. Our failure to exercise any right does not constitute a waiver. If any provision is deemed invalid, the remaining provisions remain in effect. This Contract is only enforceable by you and us. Headings are for convenience only.

11. Dispute Resolution

Disputes will be resolved through negotiation. If negotiation fails, the dispute will be settled by arbitration in Hong Kong, administered by the Hong Kong International Arbitration Centre (HKIAC) under its rules. The award is final and binding. Unless otherwise awarded, the losing party bears the arbitration fees.