General terms and conditions of sale
1. Acceptance - In the absence of any separate contractual agreements, ChiralVision will, as Supplier only effect deliveries and provide services under the terms and conditions set forth hereunder. Any divergent purchasing conditions of the Purchaser will under no circumstances, even if not expressly refuted – and neither by acceptance of an order -, become part of the contract. These General Standard Terms and Conditions shall apply both to the present business as well as to any future business.
2. Changes -Orders arising hereunder may be changed or amended only by written agreement signed by both Purchaser and Supplier, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery. Purchaser may not cancel this order unless such cancellation is expressly agreed to in writing by Supplier. In such event, Supplier will advise Purchaser of the total charge for such cancellation, and Purchaser agrees to pay such charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Supplier by its suppliers, and any other cost resulting from cancellation of this order by Purchaser which is permitted by Supplier. Certification of such costs by Supplier's independent public accountants shall be conclusive on the parties hereto.
3. Delivery, claims, delays - All sales are FCA Supplier's shipping point unless otherwise noted. If Shipping and Handling Charges are quoted or invoiced, they will include charges in addition to actual freight costs. Delivery of the goods to the carrier at Supplier's shipping point shall constitute delivery to Purchaser and Purchaser shall bear all risk of loss or damage in transit. The general method of shipment for each item is listed in Supplier's catalog. However, Supplier reserves the right, in its discretion, to determine the exact method of shipment. Supplier reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Purchaser of Purchaser's obligations to accept remaining deliveries.
Immediately upon Purchaser's receipt of any goods shipped hereunder, Purchaser shall inspect the same and shall notify Supplier in writing of any claims for shortages, defects or damages and shall hold the goods for Supplier's written instructions concerning disposition. If Purchaser shall fail to so notify Supplier within five days after the goods have been received by Purchaser, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Purchaser.
Supplier shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond Supplier's reasonable control, including, without limitation, unsuccessful reactions, act of Purchaser, embargo or other governmental act, regulation or request affecting the conduct of Supplier's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.
4. Allocation of goods - If Supplier is unable for any reason to supply the total demands for goods specified in Purchaser's order, Supplier may allocate its vilable supply among any or all Purchasers on such basis as Supplier may deem fair and practical, without liability for any failure of performance which may result therefrom.
5. Payment - Terms of sale are net 30 days of date of invoice, unless otherwise stated. Checks are not accepted, only electronic payment can be used as payment method. If the financial condition of Purchaser results in the insecurity of Supplier, in its sole and unfettered discretion, as to the ultimate collectability of the purchase price, Supplier may, without notice to Purchaser, delay or postpone the delivery of the products; and Supplier, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance of said products. In the event of default by Purchaser in the payment of the purchase price or otherwise, of this or any other order, Supplier, at its option, without prejudice to any other of Supplier's lawful remedies, may defer delivery, cancel this Contract, or sell any undelivered products on hand for the account of Purchaser and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price, and Purchaser agrees to pay the balance then due to Supplier on demand. Purchaser agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Purchaser in any of the terms hereof.
6. Taxes and other charges - Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Supplier and Purchaser shall be paid by Purchaser in addition to the prices quoted or invoiced. In the event Supplier is required to pay any such tax, fee or charge, Purchaser shall reimburse Supplier therefore; or, in lieu of such payment, Purchaser shall provide Supplier at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
7. Pricing - Prices shown are in euros and are subject to change. Please call us for current prices if you require this information prior to placing your order. We guarantee our written European quotations for 30 days. For guarantee information regarding quotations outside the EU, please contact ChiralVision. When placing your order, please reference our quoted prices or our pro forma number. If you place your order by phone, we will confirm our current price at that time.
8. Price Changes - Shipment will be made promptly even if prices have been nominally increased. Price reductions will be automatically applied to your invoice.
9. Warranties - Supplier warrants that its products shall conform to the description of such products as provided to Purchaser by Supplier through Supplier's catalog, analytical data or other literature. THIS WARRANTY IS EXCLUSIVE, AND Supplier MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Supplier's warranties made in connection with this sale shall not be effective if Supplier has determined, in its sole discretion, that Purchaser has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by Supplier.
Supplier's sole and exclusive liability and Purchaser's exclusive remedy with respect to products proved to Supplier's satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in Supplier's sole discretion, upon the return of such products in accordance with Supplier's instructions. Supplier SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF Supplier HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF Purchaser OR OTHER USE OR ANY LIABILITY OF Purchaser TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY Supplier'S GROSS NEGLIGENCE. All claims must be brought within one (1) year of shipment, regardless of their nature.
10. Compliance with laws, regulations - Supplier certifies that to the best of its knowledge its products are produced in compliance with applicable requirements and regulations, rules and orders issued pursuant thereto.
11. Purchaser's use of products - Supplier's products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in Supplier's catalog or in other literature furnished to Purchaser, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes. Purchaser acknowledges that the products have not been tested by Supplier for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in Supplier's literature furnished to Purchaser. Purchaser expressly represents and warrants to Supplier that Purchaser will properly test, use, manufacture and market any products purchased from Supplier and/or materials produced with products purchased from Supplier in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted. Purchaser further warrants to Supplier that any material produced with products from Supplier shall not be adulterated or misbranded.
Purchaser realizes that, since Supplier's products are, unless otherwise stated, intended primarily for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory. Purchaser assumes responsibility to assure that the products purchased from Supplier are approved for use under TSCA, if applicable.
Purchaser has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products purchased from Supplier. Purchaser also has the duty to warn Purchaser's customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the products. Purchaser agrees to comply with instructions, if any, furnished by Supplier relating to the use of the products and not misuse the products in any manner. If the products purchased from Supplier are to be repackaged, relabeled or used as starting material or components of other products, Purchaser will verify Supplier's assay of the products. No products purchased from Supplier shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.
12. Purchaser's Representations and Indemnity - Purchaser represents and warrants that it shall use all products ordered herein in accordance with Paragraph No. 9 "Purchaser's Use of Products", and that any such use of products will not violate any law or regulation. Purchaser agrees to indemnify and hold harmless Supplier, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Supplier may sustain or incur as a result of any claim against Supplier based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by Purchaser, its officers, agents, employees, successors or assigns, by Purchaser's customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, arising out of, directly or indirectly, the use of Supplier's products, or by reason of Purchaser's failure to perform its obligations contained herein. Purchaser shall notify Supplier in writing within fifteen (15) days of Purchaser's receipt of knowledge of any accident, or incident involving Supplier's products which results in personal injury or damage to property, and Purchaser shall fully cooperate with Supplier in the investigation and determination of the cause of such accident and shall make available to Supplier all statements, reports and tests made by Purchaser or made available to Purchaser by others. The furnishing of such information to Supplier and any investigation by Supplier of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Supplier.
13. Patent disclaimer - Supplier does not warrant that the use or sale of the products delivered under will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.
14. Returns - Goods may not be returned for credit except with Supplier's permission, and then only in strict compliance with Supplier's return shipment instructions. Any returned items may be subject to a 20% processing fee.
15. Technical Assistance - At Purchaser's request, Supplier may, at Supplier's discretion, furnish technical assistance and information with respect to Supplier's products. Supplier MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY Supplier OR Supplier'S PERSONNEL. ANY SUGGESTIONS BY Supplier REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF Supplier.
16. Miscellaneous - Supplier's failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of Supplier's right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies Supplier may have at law or in equity. Any waiver of a default by Purchaser hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter.
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation.
This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.
17. Governing Law - All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of the Netherlands including its conflict of laws principles. Each party to this order agrees that any dispute arising between them which results in either party instituting court proceedings shall be litigated in either the Court for the City of Den Hague.
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