| 1. |
Applicability |
| 1.1. |
These standard Terms and Conditions for the Sale of Goods shall apply to the sales of all goods by The Genetics Company, Inc. (hereinafter referred to as "TGC"), save as varied by express agreement accepted in writing by both parties. |
| 1.2. |
Any different terms proposed by the buyer are objected to and will not be binding upon TGC unless formally agreed to in writing. |
| 1.3. |
These standard conditions shall govern any present and future contract of sale between TGC and the buyer. |
| 1.4. |
TGC sells the goods subject to the condition that the buyer agrees to these standard conditions. By placing an order in any form the buyer accepts these standard conditions. |
| 2. |
Offers and Orders |
| 2.1. |
Unless indicated differently in the respective offer, TGC’s offers shall be binding for 21 working days (Canton of Zurich, Switzerland) |
| 2.2. |
Orders shall be placed in writing. Telefax, e-mail or other means of communication assuring written prove shall be sufficient. |
| 3. |
Price of Goods |
| 3.1. |
The Price of goods shall be the price quoted in TGC’s offer or, where no price has been quoted, the price listed in TGC’s current price list at the date of acceptance of the order. |
| 3.2. |
Our prices are fixed in Euros. Offers in other currencies are made in special cases and are based on the approximate foreign exchange rate prevailing at the date of the offer as published in the daily financial press. TGC therefore reserves the right to change prices quoted in other currencies according to changes in foreign exchange rates. Payments in currencies other than Euros require prior agreement from TGC. |
| 3.3. |
Except if otherwise stated in any of TGC’s price lists or agreed in writing between the buyer and TGC, all prices are given by TGC are on an ex works basis, and where TGC agrees to deliver the Goods other than from TGC’s premises, the buyer shall be liable to pay TGC’s charges for transport, packaging and insurance. |
| 3.4. |
The prices are exclusive of any applicable value added tax, import duties and related fees, which, if not agreed otherwise in writing, shall be born by the buyer. |
| 4. |
Terms of Payment |
| 4.1. |
The buyer shall pay the price of the goods within 30 days of the date of TGC’s invoice. Payment shall preferably be effected by interbank payment transaction; Checks are accepted after prior written approval by TGC. Bills of exchange are not accepted and will not be considered as fulfillment of the payment obligation. |
| 4.2. |
It may be agreed between the parties that the buyer has to deliver a letter of credit issued by a reputable bank or insurance company. In this individual case it is assumed that any letter of credit will be issued in accordance with the current version of the Uniform Customs and Practice for Documentary Credits, ICC Publication No. 500. |
| 4.3. |
If the buyer fails to make payment on the due date then, without prejudice to any other right or remedy available to TGC, TGC shall at his discretion be entitled to cancel the contract or suspend any further deliveries to the buyer and charge the buyer interest on the amount unpaid, at the rate of 8 per cent per annum above LIBOR, until payment in full is made. |
| 5. |
Packaging, delivery and date of delivery |
| 5.1. |
TGC reserves the right to choose the way and means of transportation. |
| 5.2. |
Unless agreed differently in writing, dates of delivery are non-binding. |
| 5.3. |
Packaging will be in accordance with applicable law and industry standards. Packaging material may not be returned to TGC. It is the buyer’s obligation to correctly dispose of the packaging material. |
| 6. |
Transfer of Risk |
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Risk of damage to or loss of the goods shall pass to the buyer when the goods are placed at the disposal of the buyer or, in case of delivery organized by TGC, when the goods are handed over to the buyer. |
| 7. |
Obligations of the buyer |
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Buyer shall use the goods in strict accordance with the written product information provided by TGC and shall strictly adhere to any instructions and product information material, whether written or oral, given by TGC with respect to the goods including but not limited to instructions on storage, handling and use of the goods.
Such instructions include without limitation:
Produktinformation / Product Information: hAmyloid β 42 ELISA
Produktinformation / Product Information: hAmyloid β 4O ELISA
Produktinformation / Product Information: hAmyloid β 42 ELISA (HS)
Produktinformation / Product Information: hAmyloid β 40 ELISA (HS)
Produktinformation / Product Information: hAmyloid β 42 ELISA (Brain)
Produktinformation / Product Information: hAmyloid β 40 ELISA (Brain) |
| 8. |
Restraint of use |
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Buyer acknowledges explicitly that the hAmyloid B40 and hAmyloid B42 ELISA Kits are only CE-certified and are not certified to be used for in vitro diagnostics purposes in the United States of America and Canada. |
| 9. |
Warranties and Liability |
| 9.1. |
TGC warrants that all items delivered under this agreement will be free from defects in material and workmanship and conform to applicable specifications. TGC gives no other warranties neither expressed nor implied. |
| 9.2. |
The buyer shall examine the goods as soon as possible following their arrival and shall notify TGC in writing of any defect of the goods within 10 days from the date of arrival. In case of defects which where not recognizable in the course of a customary examination buyer must notify TGC within 10 day from the date when the buyer detected or should have detected the defect. |
| 9.3. |
In any case actions based on warranty for defects of the goods shall be barred at the end of 6 months after delivery of the goods to the buyer. |
| 9.4. |
Where goods are defective (and provided the buyer has given notice of the defects in compliance with article 9.2.) TGC shall at its option:
a) Replace the goods with conforming goods, without any additional expense to the buyer, or
b) Reimburse the buyer the price paid for the defective products and thereby terminate the agreement as regards those goods. |
| 9.5. |
If TGC fails to perform its duties under article 9.4., the buyer may give notice in writing to terminate the agreement as regards the defective goods unless the supply of replacement goods or repair is effectuated within 20 working days of receipt of such notice by TGC. |
| 9.6. |
Unless otherwise agreed in writing, the remedies under this article 9 are exclusive of any other remedy for defective goods. In particular, the buyer is not entitled to any damages. |
| 10. |
Patent Disclaimer |
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TGC does not warrant that the use or sale or any form of commercialization of the products delivered will not infringe the claims of any patents covering the product itself or the use thereof alone and/or in combination with other products or in the operation of any process. TGC shall not be held liable for any such infringement.
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| 11. |
Force Majeure |
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No party is liable for a failure to perform any of its obligations, with the exception of payment obligations, in so far as it proves:
a) that the failure was due to an impediment beyond its control, and
b) that it could not reasonably be expected to have taken into account the impediment and its effects upon its ability to perform at the time of conclusion of the agreement, and
c) that it could not reasonably have avoided or overcome it or its effects.
A party seeking relief shall, as soon as practicable, give notice to the other party of such impediment and its effects on its ability to perform. If the grounds of relief subsist for more than six months, either party shall be entitled to terminate the agreement with notice in writing. |
| 12. |
Confidentiality |
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Each party shall maintain in strict secrecy any and all confidential information obtained from the other party and shall use such confidential information only for the purpose of performing this agreement. Confidential information includes but is not limited to offers, product and application specifications and manufacturing protocols. This obligation continues to be binding for a period of three years after the last delivery of goods to the buyer. |
| 13. |
Miscellaneous Clauses |
| 13.1. |
TGC reserves the right to improve or modify any of the products without prior notice, provided that such improvement or modification shall not affect the form and function of the product.
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| 13.2. |
Should one of the provisions of these Standard Conditions or of the agreement be or become invalid or unenforceable or should a gap become apparent, the validity of the other provisions shall remain unaffected. The parties shall replace the invalid or unenforceable provision or fill the gap with a valid and enforceable provision, to the extent legally possible and permissible, which comes as close as possible to what the parties would have agreed upon at conclusion of this agreement if the necessity of such an adjustment had been known to them at that time. |
| 14. |
Choice of Law, Place of Jurisdiction |
| 14.1. |
This agreement is subject to and governed by the laws of Switzerland without reference to its principles on conflicts of law and excluding the United Nations convention on contracts for the international sale of goods (Vienna 1980) |
| 14.2. |
All disputes arising out of or in connection with the agreement between TGC and the buyer or these standard conditions including disputes on its conclusion, binding effects, amendment and termination shall be resolved by the ordinary courts of Schlieren, Switzerland. |
| 14.3. |
TGC shall have the right to bring any claim before a court at the buyer’s principal place of business or at its discretion before any other court being competent according to any national or international law. |
