Terms & Conditions of Sale

These conditions apply to quotations, order confirmations, and the sale of products by Guangzhou Magic Biotech Co., Ltd. (“Migibio”, “we”) to business customers, including OEM/ODM and private-label programmes. They apply unless we have agreed otherwise in writing. Where a separate written contract has been signed, that contract prevails over these conditions.

1. Quotations

Quotations are prepared for the products, quantities, destination and delivery term stated in them, and remain valid for the period stated in the quotation. Prices are quoted in US dollars unless stated otherwise. Quotations do not constitute an offer capable of acceptance by mere silence: an order becomes binding only when we issue a written order confirmation or proforma invoice.

2. Orders and Order Confirmation

• Orders are placed by written purchase order or written confirmation of our proforma invoice, stating the product, catalog number, quantity, destination and requested delivery term.
• We confirm acceptance, price, delivery term, lead time and payment details in the order confirmation, which together with these conditions forms the contract.
• Changes requested after confirmation (quantities, labelling, packaging, shipping destination) may affect price and lead time and are subject to our written agreement.

3. Minimum Order Quantities

Most rapid test reagents have a minimum order quantity of 10 boxes; analyzers have a minimum of 1 unit. For OEM/ODM and private-label orders, minimums depend on the customization scope, tooling and packaging involved, and are stated in the project quotation.

4. Prices, Taxes and Payment

• Prices are those stated in the order confirmation. Unless stated otherwise, prices do not include import duties, taxes, levies or customs charges in the destination country, which are the buyer’s responsibility.
• Equipment — analyzers and instruments are supplied against full payment of the invoice value, as set out in the proforma invoice.
• Payment terms, currency and bank details are stated in the proforma invoice or order confirmation; where a deposit and balance are agreed for a reagent order, the balance falls due as stated in the order confirmation.
• Bank charges and any intermediary fees are borne by the party instructed to pay them in the order confirmation.

5. Delivery, Risk and Title

• Delivery terms are quoted per order — typically FOB or CIF under Incoterms 2020, with the named port stated in the quotation. The agreed Incoterm governs risk, cost and insurance allocation for the shipment.
• Lead time runs from receipt of the confirmed order and, where a deposit is agreed, from receipt of that deposit. Delivery dates are given in good faith and may be affected by production, inspection, freight availability and customs procedures.
• Title passes to the buyer in accordance with the agreed Incoterm and applicable law, on payment in full unless otherwise agreed.

6. Inspection and Claims

Please inspect shipments on arrival. Claims for short shipment, incorrect items or visible transit damage should be notified to us promptly, and in any event within 30 days of receipt, with photographs, the packing list reference and the lot number, so that we can investigate with the carrier and our quality records. Quality-related claims must be raised within 30 days of receipt of the goods; claims for hidden defects are handled under section 7.

7. Warranty

• Equipment — analyzers and instruments are warranted against defects in materials and workmanship for 12 months from delivery. Consumable parts and damage caused by misuse, unauthorised modification, incorrect power supply, or failure to follow the IFU are excluded.
• Reagents and kits — we warrant that products conform to their agreed specification and to the Instructions for Use at the time of shipment, within their stated shelf life when stored as specified (4–30 °C).
• Claims window — quality-related claims must be raised within 30 days of receipt; the equipment warranty runs for 12 months from delivery.
• Remedy — where a confirmed non-conformity or defect falls within warranty, we will repair, replace or credit the affected products, at our option, subject to our assessment of the returned goods and lot records.
• The warranty does not cover products that have been stored or handled contrary to the IFU, used beyond their expiry date, or used outside their intended use.

8. Returns

Because reagent kits are temperature-sensitive biological products, returns are accepted only where we have agreed in advance and issued return authorisation. In general:

Situation	Handling
Confirmed manufacturing defect or incorrect item supplied	Replacement or credit, with lot traceability records
Visible transit damage or short shipment	Notified per section 6, resolved with the carrier and replaced or credited
Opened, partially used, expired or incorrectly stored kits	Not returnable, as integrity cannot be verified
Change of mind or over-ordering by the buyer	Subject to our written agreement; return freight and any restocking is at the buyer’s cost

Returns must be authorised in writing and shipped in accordance with our instructions, including any documentation required for customs re-entry.

9. Regulatory Responsibility

Migibio is the manufacturer of the products and supplies manufacturer-side documentation, including the IFU, certificates of analysis and, on request, certification and technical documents. The buyer is responsible for confirming and complying with the import, registration, distribution and use requirements of the destination market. See Regulatory Compliance and the Disclaimer and Intended Use.

10. Intellectual Property

• Migibio retains all intellectual property in its products, technology, platform, documentation and trademarks.
• For OEM/ODM and private-label programmes, the customer’s brand, labelling and packaging artwork remain the customer’s property, and the customer warrants that it has the right to use them.
• No licence to Migibio technology is granted except as expressly agreed in writing.

11. Limitation of Liability

To the fullest extent permitted by applicable law, our aggregate liability arising from an order is limited to the invoice value of the products giving rise to the claim. We are not liable for indirect, incidental or consequential loss, including loss of profit, business, goodwill, or clinical or professional loss. Nothing in these conditions excludes liability that cannot lawfully be excluded.

12. Force Majeure

We are not liable for delay or failure to perform caused by events beyond our reasonable control, including natural events, epidemics, war, civil disruption, strikes, government action, export or import restrictions, or interruption of transport, power or materials supply. We will notify you of such an event and work to mitigate its effect.

13. Termination

Either party may terminate an affected order if the other is in material breach and fails to remedy it within a reasonable period after written notice, or becomes insolvent. Termination does not affect accrued rights, and the buyer remains liable for products already produced or shipped in accordance with the order.

14. Governing Law and Dispute Resolution

These conditions are governed by the laws of the People’s Republic of China. The parties will attempt to resolve any dispute through good-faith negotiation; failing that, the dispute is subject to the jurisdiction of the competent courts of Guangzhou, Guangdong Province, China.

15. Contact

Questions about these conditions, an order or a claim: see Contact Us or email [email protected].

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Last updated: 21 September 2026.