General Terms and Conditions of Sale - DNAFoil™.
The website swissdecode.com is edited by
Chemin du Cret, 6Chavannes de BogisVaud 1279Switzerland
Tel : +41 79 855 6378
TVA CHE-347.648.279Company no.: CH-522.214.171.1240-4
CEO : Brij SahiCTO : Gianpaolo Rando
If you wish to track the progress of your order, exercise your right of withdrawal or for any other information, please do not hesitate to reach our customer service:
via e-mail, at email@example.com our website, via our contact formby phone: +41 79 855 6378 (Monday-Friday, 9/17h Swiss time)
TERMS & CONDITIONS
The purpose of the general terms and conditions of sale hereby enclosed is to regulate the rights and obligations of the aforementioned company SwissDeCode Sàrl.
As such, every order placed through the website implies full acceptance of these terms and conditions of sale.
ARTICLE 1: General Terms of SaleFor the sale of DNAFoil™ products, the "General Terms of Sale" of SwissDeCode shall exclusively be valid in the version effective at the conclusion of the contract. No adverse or altered conditions of the buyer shall be binding, unless explicitly approved in writing by SwissDeCode. This shall apply also in case without making reservations we shall perform the services in knowledge of any adverse or altered conditions.The subject General Terms of Sale have been prepared in Englis language and may also be translated into other languages. In the event of any deviations in content between the different translations, the English version shall prevail.
ARTICLE 2: Offers, conclusion of contractOur offers are not binding. The product details mentioned in our catalogues do not exactly describe their nature. Consequently, minor deviations from our data on quantity, measures, weights, nature and quality shall not authorize to claim warranties.Contracts shall only be effected by the confirmed reception of the order payment or by delivery.
ARTICLE 3: Prices and paymentThe prices quoted in our price list are not binding regarding price, quantity and delivery. Our prices have no binding force and are quoted in CHF according to the regulations of the Swiss Government plus legal VAT. Efforts are made to keep the prices stable during the year, however, possible adjustments cannot be excluded. The price lists in force at the time of delivery shall be valid.The prices include packing costs plus legal VAT. The shipping costs shall be borne by the buyer.The method of payment is by bank transfer and payment shall be made net within 30 days after receipt of the invoice.In case of any delay in payment we reserve the right to charge default interests at the equivalent rate usually charged by our banks, however, at least 8 % above the prevailing interest rate. Payments are only deemed to be effected, if the amount has definitely been credited to an account of SwissDeCode.
ARTICLE 4: DeliveryArriving orders are processed immediately and are delivered as soon as possible. In case a product shall not be on stock, we shall notify the buyer without delay indicating the anticipated date of delivery. We shall be authorized to make partial deliveries to be able to place the products as soon as possible at the buyer’s disposal. Each partial delivery can be charged separately. For orders on call the call should be made 2 weeks before the desired date of delivery. In case this term of two weeks should not be observed, we are unfortunately not in the position to guarantee delivery on schedule.In cases we or our suppliers sustain force majeure, operational breakdowns, labor conflicts or other hindrances beyond our reasonable control, these cases of force majeure release us from the obligation of delivery for the duration of the disturbance and their impacts.
ARTICLE 5: ShipmentWe shall arrange kind and type of shipment, unless otherwise instructed in writing by the customer. Shipment shall be effected ex works Chemin du Closel, 5, Renens, 1020, Switzerland, unless otherwise agreed.The risk of accidental loss or accidental deterioration of the goods shall pass on to the customer, as soon as we have supplied the goods to the carrier. As far as SwissDeCode shall disclose any shipping data in writing or on the phone, this happens merely to avoid any loss of time at the place of destination. Such indications shall have no binding force in other respects.Returns may only be made at our prior consent. Goods returned at our consent can be accepted by us only in case they have been duly packed.
ARTICLE 6: Notices of defects, warrantiesWe have to be notified in writing of defects of delivered goods or variations in quantity or faulty deliveries 1 week after receipt of the goods at the latest. Hidden defects are to be reported to us immediately after detection. If these time limits for claim are not complied with, any other existing warranty claims shall be ruled out. Even hidden defects can no longer be asserted, if one year has passed since delivery.In case of defects in material or title the buyer may demand delivery of faultless property. In the event the subsequent delivery should be defective, too, the buyer may demand reduction or rescission according to legal provisions. The warranty shall be ruled out in case of improper handling and processing of our products.Warranty claims shall be statute-barred to one year. The limitation period begins to run when the property is delivered.
ARTICLE 7: LiabilityWe shall be liable for damages according to legal provisions for damage intentionally or by gross negligence caused by our legal representatives or executives, and for absence of warranted characteristics as well as for personal injury and damage to property according to the Product Liability Act. We shall be liable for damages in the amount of damage typical to a contract and foreseeable, for damage arising from negligent breach of fundamental contractual or cardinal obligations and for damage by gross negligence or intentionally caused by our agents without breaching fundamental contractual or cardinal obligations.Any liability in other respects is excluded.Possible claims for damages shall be ruled out in case of improper handling and processing of our products.Claims for damages shall become statute-barred within five years from the date on which the claims arose. If the buyer takes notice of the damage, his claim for damages shall become statute-barred within one year. For any such case the limitation period begins with the end of that year, in which the claim arose and in which the buyer takes notice or without gross negligence should take notice of the circumstances giving rise to the claim and of the person of the party liable.
ARTICLE 8: Reservation of titleWe shall retain title to all goods delivered by us until the buyer has paid the full liabilities resulting from the mutual business relations. In case the buyer fails to pay in due date, SwissDeCode may demand immediate return of the property.When the buyer processes the goods delivered by us, we shall be deemed to be the manufacturer and shall acquire title to the goods that are newly created. This is the time the buyer assigns to us as security all claims arising from the sale of goods, which titles are due to us to the extent of our share in the sold goods.
ARTICLE 9: Set-offThe buyer is entitled to set-off only in case his counterclaims have become res judicata, have not been disputed or have been admitted by SwissDeCode. In any other respect set-off is inadmissible. This applies also to any rights of retention claimed by the buyer.
ARTICLE 10: Basic MaterialThe buyer guarantees purity and correct documentation of the basic material to be delivered by him. Any possible losses SwissDeCode or the buyer shall sustain by impurities or by faulty documentation, shall fall to the full extent upon the buyer.
ARTICLE 11: Use of the productsUse of our products for human medical or diagnostic purposes, shall only be admitted if such use is permitted according to the legal provisions the buyer and the user are bound to, and, if as far as necessary, approval has been given by the competent authority.Beyond that any such use of our products shall require our written prior consent. Explicit directions for use on the packing (i.e. „In vitro Diagnosticum”) shall be equal to a written consent; however, they do not substitute permits, which are required in the country of the user.Any distribution, provision of services involving, or use for commercial purposes of DNAFoil™ proprietary products, shall require our written prior consent.Buyers using our products in industrial production are committed to §3 and will do this at their own risk. As we are not in the position to foresee or control the possible procedures and processes for such industrial use of our products, and as our products have not been developed for any such procedures, in any such cases our directions for use are only to be considered as recommendations with no binding force.
ARTICLE 12: Governing law and place of performancePlace of delivery and of payment as well as of jurisdiction for any and all disputes in connection with or arising out of this Agreement shall be CHEMIN DU CRET, 6, Chavannes de Bogis, Vaud 1279, Switzerland. Swiss law shall be applicable.
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