- 台康生技廠商一般條款 General Terms and Conditions for EirGenix Vendors
台康生技廠商一般條款 General Terms and Conditions for EirGenix Vendors
Date：April 7th, 2023
Vendors who provide EirGenix products or services (hereinafter “Vendor”) to EirGenix are bound by the following general terms and conditions (the “Terms and Conditions”). Orders placed by EirGenix are conditional on Vendor's assent to the Terms and Conditions, and all subsequent modifications are hereby rejected except when expressly assented to by EirGenix.
1.1 Product or service means all subjects provided by the Vendor according to a purchase order issued by EirGenix or an agreement executed by authorized representative of EirGenix.
1.2 “Confidential Information“ means, whether or not the word "Confidential" or similar language is indicated, expressed in writing, orally, or other any form, format, or medium, and whether includes tangible objects viewed or obtained through meetings, discussions, negotiations, exchanges, agreements, and information or documents resulting therefrom, as well as discussions regarding the subject matter of the performance and the status, content, conditions, or other facts relating thereto: technical, business, operations, finances or other non-public information, including but not limited to: trade secret, recipe, know-how, research or study results, technical information, and confidential information with proprietary or exclusive nature, intellectual property rights, which are owned or controlled by EirGenix.
1.3 “Intellectual Property” means patent, trademark, copyright, trade secret, know-how and other intangible property as recognized under any jurisdiction or as protected by international conventions.
1.4 A ”Related Person” means kindred and friends closely related to EirGenix personnel (meaning spouses, parents, children, sibling, grandparents, grandchildren or other kindred and friends closely related) and/or any business organization which is controlled or managed by EirGenix personnel or his/their kindred and friends as specified herein.
1.5 “Illegal or Unethical Profit” means profit that ought not be taken or held under applicable laws or business ethics, including but not limited to bribe, rebate, commission, profit, shares, improper gift or entertainment, and money or property paid or obtained in the name of handling fee, labor fee, information fee, referral fee, etc., not part of the amount specified by contract.
1.6 “EirGenix, Inc.” or “EirGenix” refers to EirGenix Inc., and its Affiliates.
1.7 “Affiliate” means any business entity in any form that directly or indirectly controls another business entity, is controlled by another business entity, or is under common control with a business entity. “Control” means holding, directly or indirectly, no less than 50% of the voting shares or capital or having the ability to control the personnel, financial or operational aspects of the business entity.
- 承諾條款 Vendor’s Undertaking
2.1 The Vendor shall keep confidential all EirGenix Confidential Information in strict confidence and use reasonable care, which shall not be less than that it exercises to protect its own information of like nature or the industrial standard, whichever is higher, to protect EirGenix Confidential Information. By no means shall the Confidential Information be disclosed or delivered to any third party, nor shall it be unnecessarily copied, duplicated or reproduced prior to a written consent from EirGenix. The Vendor may only disclose Confidential Information to its employees, managers, directors or to EirGenix-approved third party (“Representatives”) for the purpose of carrying out their duties in connection with executing relevant purchase order and/or this relevant transactions, provided that the Vendor shall take protective measures with regard to the Confidential Information and require its Representatives to sign non-disclosure agreement no less restrictive than the requirements herein, and ensure that its Representatives undertake the confidentiality obligations set forth herein for the Confidential Information. Confidential Information shall not be used for purposes other than that are specified by this Terms and Conditions, the relevant transaction agreements, or written consent from Vendor. If any Representative (including former Representative) violate the confidentiality obligations set forth by this Terms and Conditions, the Vendor shall bear joint and several liability for compensation.
The Vendor’s and its Representative’s confidential obligation hereunder does not cease due to completion of a purchase order and/or a transaction, and shall survive any termination or expiration of business transaction with Vendor until as provided under Section 2.3.
2.3 Upon confirmation by EirGenix, the Vendor is not obligated to maintain the confidentiality to the extent the Vendor can prove that the Confidential Information:
2.3.1 is available from the public domain, and can be obtained without breaching any obligations set forth herein;
2.3.2 is lawfully obtained by the Vendor before the disclosure of the Confidential Information by Vendor;
2.3.3 is obtained due to the Vendor's independent development without accessing or using the Confidential Information disclosed by EirGenix before or during the independent development, and without breaching any obligations set forth herein, and the Vendor’s independent development of the same Confidential Information is proven by written records;
2.3.4 is lawfully obtained from third party who is not prohibited to disclose the Confidential Information under any applicable laws or agreements, or who has been released from confidentiality obligation;
2.3.5 is publicized or disclosed with EirGenix's written authorization;
2.3.6 is required to be disclosed pursuant to enforceable law or the order of a competent court , provided however that the Vendor shall immediately provide a written notice to EirGenix in order to allow EirGenix to take appropriate steps to protect the confidentiality of such information prior to disclosure, and disclose Confidential Information only to the extent required by such law or order and make all the reasonable efforts to maintain the confidentiality of such documents.
2.4 Vendor shall not, and shall not to or enable others to, copy, decompile, reverse engineer, disassemble, or create derivative works from Confidential Information of EirGenix or any part thereof.
2.5 Confidential Information (or copies) (including but not limited to those attached to computer software or stored in electronic media) and any relevant analytical, editorial, research or other documents or files of Confidential Information (or copies) received by or known to the Vendor remains EirGenix's property and remain subject to EirGenix’s lawful control. The Vendor shall return such information, its copies and derivatives to Vendor, or destroy it immediately, completely and unconditionally upon EirGenix's request. Vendor shall provide EirGenix documentations detailing the items, means, time and place of such destruction within 30 days. The obligations to the General Terms and Conditions shall not be waived by the completion of the purchase order and/or the transaction contract.
2.6 Vendor understands and agrees that providing Confidential Information shall not constitute any license, transfer or lease of intellectual property, or establish any agency, joint venture, or partnership relationship with EirGenix. Except with EirGenix's prior written consent, Confidential Information, and intellectual property therein, including modification, improvement, derivation, and any test data, test result, analysis, or report on Confidential Information, are solely owned by EirGenix.
2.7 Vendor and its personnel (including but not limited to its employees or those belonging to third parties designated by Vendor) shall perform the contract in accordance with applicable labor safety and health laws and regulations, and applicable occupational safety and health facilities regulations and EirGenix's safety and site regulations, and shall pay attention to site safety and water and fire hazards prevention measures at all times. In case of violation, EirGenix shall have the rights to require, and Vendor shall have the obligation, to immediate correct any violation, and EirGenix may impose fines according to applicable rules. If Vendor fails to make the immediate corrections and EirGenix decides a fine is warranted, such fine shall not be objected by Vendor. EirGenix shall not be liable for any damage or accident caused by negligence of Vendor or its personnel, and EirGenix shall not be liable to compensate Vendor or its personnel for any injury or death or property loss caused by Vendor’s or its personnel’s performance of the contract. If Vendor or its personnel violates the above or commit acts of theft or damage that damage the property or personal interests of EirGenix or its employees, Vendor shall bear joint and several liability.
2.8 Vendor warrants that any and all information or document provided to EirGenix during the negotiation, conclusion or performance of transactions, including but not limited to any written certificate (including franchise), license, individual and corporate profile, domicile, product name, specification, quality, service standard, bill, title certificate and right restriction, shall be true and accurate in all respects and not be false, counterfeit, alteration or deceitful. In case that there is any change to the aforementioned information and documents, the Undersigned shall notify EirGenix immediately.
2.9 Vendor shall not have any improper interests, directly or indirectly, outside the scope of business with EirGenix personnel or Related Persons during contracting and contract performance period, and shall not engage in any act or conduct that damages or damages business opportunities, reputation, or business of EirGenix and EirGenix customers. If any of the aforementioned acts are committed, the Vendor shall immediately take the initiative to report them to EirGenix, provide relevant evidence, and cooperate with the relevant investigation, explanation and testimony.
2.10 The Vendor shall not do any of the following:
2.10.1 Bribing, giving kickbacks or improper benefits and other transfers of benefits to EirGenix personnel or their Related Persons.
2.10.2 Providing free or preferential hospitality in the form of food, lodging, transportation, entertainment, travel, or other similar circumstances to EirGenix personnel or their Related Persons.
2.10.3 Requiring a EirGenix personnel (such as a purchasing, contracting manager, or other employee) to divulge confidential information.
2.10.4 Using Confidential Information acquired by EirGenix in the course of his or her duties for personal gain.
2.10.5 To have a loan or non-publicly traded investment relationship with EirGenix personnel.
2.10.6 Engaging in affairs or activities that would affect the reputation of EirGenix personnel or cause them to be perceived by the general public as not being impartial in the performance of their duties.
2.11 When visiting EirGenix's purchasing/contracting personnel/user or supervisors for business purposes, they should go to a public place such as a meeting room to discuss the matter, and not enter the office premises privately to discuss the matter or view EirGenix documents. If a Vendor has access to, uses or keeps the tangible or intangible assets of EirGenix as a result of a transaction, the Vendor and its authorized shareholders, legal representatives, employees, agents, or users will not engage in any act of corruption or misappropriation of EirGenix's assets.
2.12 The Vendor undertakes that in no event shall it suborn or tempt EirGenix's employees to resign or breach duties, for its own or any third party's interest.
2.13 Vendor shall promote the sound development of EirGenix's procurement and contracting system and participate in EirGenix 's bidding in a fair and proper manner, and shall not, by any means, use fraudulent or other illegal or improper methods to prevent other Vendors from bidding or to cause incorrect or unfair results in bid opening, or to prevent other Vendors from bidding or competing on price. Except with EirGenix's prior written consent, unsuccessful bidders shall not participate in the relevant work or project. Except with the prior written consent of EirGenix, no unsuccessful bidder shall participate in the relevant work or project of the case. If EirGenix discovers any of the aforementioned circumstances, EirGenix may make a public announcement of the fact and may disqualify or suspend Vendor as a trading partner.
2.14 Vendor warrants that Products and/or services provided to EirGenix by Vendor shall not cause any infringement claim alleged by third party; and warrants that Vendor's products will not infringe or allegedly infringe any third party's intellectual property, and Vendor is not aware of any potential controversy, legal dispute, litigation or other circumstances affecting the use, sales, or combination of products and/or services supplied by Vendor exist.
Vendor shall indemnify, defend and hold EirGenix (and its managers, directors, supervisors and employees), its Affiliates, successors, assigns, agents and customers, harmless from and against any and all damages suffered and costs and expenses (including reasonable attorneys’ fees) incurred as a result of any alleged claim, suit or proceeding based on the allegation that the use, sale, combination, distribution or other disposal of any products or services furnished by Vendor constitutes an infringement of any intellectual property rights.
2.15 In order to together enhance the goal of corporate sustainability, in addition to obtaining legal registration, Vendor shall ensure compliance with labor, human rights, environmental protection, safety or health, environmental and social laws and regulations, honest management, and comply with business ethics, and provide a statement of compliance.
Environment: Waste management, energy management, greenhouse gas emissions, water management, overall environmental assessment, and compliance with relevant laws and regulations. The relevant laws and regulations include but are not limited to proper energy use and reduction, implementation of net zero carbon emission policy, greenhouse gas inventory and verification, preferential selection of Vendor with specific acts of energy saving and carbon reduction, with the goal of moving towards a circular economy and a friendly environment; proper waste disposal, strengthening waste recycling and reuse, committing to reduce the impact of environmental pollution and implementing sustainable risk management.
Human rights: labor safety, occupational health, complaint channels, welfare policies, and compliance with relevant laws and regulations. The relevant laws and regulations include but are not limited to prohibition of child labor, protection of basic laboring rights including labor rights, freedom of assembly, guarantee working hours and working conditions, compliance with occupational health and safety related laws and regulations and provision of a safe and compliant working environment, unobstructed channels for complaints, and optimization of employee welfare policies.
- 違約責任 Liability for Breach of Contract
3.1 If EirGenix has reasonable grounds to believe that the Vendor is in breach of the Terms and Conditions, EirGenix has the right to collect or audit the relevant information from Vendor by itself or by appointing a professional organization. Vendor shall maintain internal systems to ensure the accuracy of financial statements and transaction information, and reflect all transaction activities and expenses with EirGenix in the financial records. The Vendor shall actively assist and cooperate with EirGenix in investigations or audits, and shall not refuse to audits, conceal information or provide false information. If EirGenix requests Vendor to provide information in the course of investigation or audit, the Vendor shall, within reasonable limits, actively cooperate and be responsible for the truthfulness and completeness of the information provided, and EirGenix shall have the right to copy and keep the aforementioned records or information.
3.2 In the event of any breach of the Terms and Conditions by the Vendor, which may result in incalculable loss or adverse impact on EirGenix, the Vendor, its directors, supervisors, managers, shareholders, de facto controllers, etc., or its personnel (employees or employees of third parties designated by the Vendor) shall be liable for the following:
3.2.1 EirGenix shall have the right to cancel the supplier status of Vendor and its Affiliates and unilaterally terminate or cancel any transaction contract and/or purchase order signed with Vendor and its Affiliates without any liability for breach of contract.
3.2.2 To compensate EirGenix for all losses (including but not limited to direct losses, indirect losses, anticipated benefits, late benefits, legal fees, litigation costs, arbitration costs, etc.) incurred as a result.
3.2.3 EirGenix shall be entitled to deduct the above losses directly from the price payable to the Vendor and its affiliates.
4 一般事項 General Provisions
4.1 These Terms and Conditions shall be effective from the date of the Vendor's return of EirGenix’s purchase order and shall be part of the entire agreement between the parties.
4.2 The failure of EirGenix to assert its rights under these Terms and Conditions in a timely manner shall not be deemed a waiver of rights.
4.3 If any part of the Terms and Conditions is held to be invalid or unenforceable by a judicial authority, only that part, term or provision shall be invalid or unenforceable.
4.4 EirGenix reserves the right to amend the Terms and Conditions at any time, the orders placed by EirGenix shall be bound by the Terms and Conditions from time to time.
4.5 This Terms and Conditions is made in English and Chinese. In case of discrepancies between the two versions, the English version shall prevail.