PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
General Terms and Conditions of Sale
for the Sale of Surface active Materials of SuSoS AG
- General Stipulations
1.1. These General Terms and Conditions of Sale („the Terms“) apply to all sales of surface active materials („Materials“) of SuSoS AG („SuSoS“) to its customers („Customers“) unless agreed otherwise in writing.
1.2. In no event will SuSoS be bound by the purchasing conditions of the Customer, even if such disagreement is not made explicitly.
1.3. With the placement of an order, the Customer agrees to be bound by these Terms. These Terms and the exclusion of the purchasing conditions of the Customer shall apply to the first and all subsequent sales to the Customer.
1.4. If for any reason one or more of the provisions of these Terms is/are invalid or otherwise non-binding, the other provisions shall remain fully valid and applicable.
- Placement of Orders
2.1. SuSoS operates a chemicals shop on its Website for a limited number of Materials sold in small quantities („Shop Materials“). Shop Materials can be ordered by ordinary mail, fax, e-mail or internet. Shop Materials are delivered subject to availability.
2.2. For all other Materials SuSoS will, upon Customer’s request, issue a written offer. The offer shall be binding on SuSoS for a period of 30 days. Orders without previous offer by SuSoS are not binding upon SuSoS AG until accepted by SuSoS.
2.3. Orders placed by the Customer through the chemicals shop or otherwise are binding for the Customer.
- Prices and Terms of Payment
3.1. Unless explicitly stated otherwise all prices are quoted in Swiss Francs exclusive of VAT. Additional Costs such as transport, insurance, duties and levies are charged in addition. Packaging is included.
3.2. SuSoS reserves the right to change prices with immediate effect at any time without notice. The new price shall not apply to orders for Shop Materials dispatched by the Customer before publication of the revised price and to offers issued by SuSoS.
3.3. Terms of payment are within SuSoS AG’s sole discretion.
3.3.1 Purchase from inside Switzerland: Unless requested differently by SuSoS invoices have to be paid net within fifteen days of the invoice date without deduction. SuSoS may request payment before delivery.
3.3.2 Purchase from outside Switzerland: Unless requested differently by SuSoS invoices have to be paid before delivery.
3.4. In the event of late payment interest of 10% p.a. will be charged.
3.5. SuSoS AG may invoice parts of an order separately.
3.6. For US Customers: In the event the Customer wishes to avail itself of a tax exemption he has to provide SuSoS with a valid and correct tax exemption certificate applicable prior to the order or contract entering into force. Otherwise the Customer is responsible for sales and all other taxes associated with the order. If applicable, a separate charge for taxes will be shown on SuSoS AG’s invoice.
4.1. SuSoS does not grant any firm delivery deadlines unless agreed otherwise in writing. Delivery periods for the Shop Products stated on the Website are of indicative nature.
4.2. Agreed delivery dates refer to the shipment of the Materials. If the delivery deadline is exceeded, the Customer shall specify an appropriate period for acceptable late delivery. SuSoS liability in respect of non-fulfilment or delay shall be confined to the invoice value of the Materials.
- Transfer of Possession and Risk, Place of Performance
5.1. Possession and risk shall pass to the Customer on delivery of the Material to any common carrier. If dispatch is delayed at the Customer’s request, risk shall pass to the Customer on the date originally scheduled for delivery to a common carrier.
5.2. Place of Performance for both the delivery of the Material and payment obligations is Dübendorf, Switzerland.
6.1. SuSoS draws attention to the fact that the Material is of experimental nature. In no event may the Material or substances containing the Material be used for drugs, implants, in vivo diagnostics or other internal or external applications for humans or animals. The Material or Substances containing the Material may not be used for toys, household applications, products which may come into contact with food, drugs, cosmetics, clothing of household textiles or may in any other way endanger humans or animals.
6.2. The handling of the Material (storage, dissolution, application) by the Customer shall be in accordance with published scientific information and applicable statues and regulations.
6.3. SuSoS’s policy is one of on-going product update and revision. SuSoS may revise and discontinue Materials at any time.
- Warranty and Liability
7.1. SuSoS guarantees that the Material has the characteristics indicated in the Material Data Sheet delivered with the Material. This is the only warranty to the exclusion of all others. Any and all other warranties, including without limitation, warranties of merchantability or fitness for any particular purpose, are expressly excluded and declined. No proposal by SuSoS for the use, application or suitability of the Material shall be interpreted as a guarantee.
7.2. The Customer shall carry out a visual and a quantity control and shall inform SuSoS not later than 5 days of receipt of the Material of any defaults detected. Furthermore, the Customer shall perform analytical tests on the Material and inform SuSoS not later than 30 days of receipt of the Material of any defaults detected. Complaints with respect to hidden deficiencies may be lodged until the expiration of the Warranty Period. Complaints shall be made in writing indicating the name of the Material, the lot number and the deficiency.
7.3. Actions based on a warranty shall be barred at the end of twelve months after dispatch of the Material to the Customer („Warranty Period“).
7.4. If the Customer lodges a justified complaint in good time the Customer shall be entitled to a replacement delivery. If the replacement delivery does not conform to the contractual agreement either, then the Customer has the right to demand the revocation of the contract.
7.5. SuSoS‘ liability is limited to the value of the supplied goods. In no event shall SuSoS be liable for any lost profit, lost business, loss of goodwill or any other incidental, special, consequential, indirect of punitive damages, whether pursuant to a warranty claim or otherwise. According to law the limitation of warranty does not apply to deficiencies SuSoS has fraudulently concealed.
7.6. All information contained in catalogues, brochures, publications and other printed or electronic media is compiled to the best of SuSoS knowledge. SuSoS disclaims any liability for any possible errors or misprints.
- Intellectual Property
8.1. SuSoS‘ Materials and technologies are protected by patents. With any purchase, the Customer acquires ownership in the Material but no other rights associated with the Material. In particular SuSoS reserves all intellectual property rights related to the manufacturing and the composition of the Material. By selling the Material or indicating potential uses of the Materials SuSoS does not grant any license or any other right to any of its intellectual property rights.
8.2. SuSoS does not grant any warranty that the use or resale of the Material does not violate any intellectual property rights of third parties.
- Special Conditions for Research Material
9.1. The term „Research Materials“ shall mean Shop Materials and Material designated as Research Material in an offer, on material labels, in brochures, publications or otherwise.
9.2. Research Materials may be purchased by academic research institutions only. It may only be used for academic, non-commercial research purposes. By ordering Research Material the Customer warrants to be an academic research institution and undertakes not to perform any commercial research involving the Material.
9.3. The Customer may not sell, share, distribute, release, convey, or otherwise leave the Material to any third party without the prior written permission of SuSoS.
9.4. The Customer shall not apply for any patent or other form of protection or registration for the Material. The Customer is free to file patent application(s) claiming inventions made by the Customer through the use of the Material but agrees to notify SuSoS AG upon filing of a patent application claiming modifications or method(s) of manufacture or use(s) of the Material. Notwithstanding the above SuSoS is under no obligation to grant any license to Customer whether or not such a license is necessary for carrying out the invention of Customer.
9.5. The Customer has the right to publish or present the results of the research work performed by the use of the Research Material.
- Data protection
10.1. The Customer authorizes SuSoS to keep Data collected in connection with the performance of contracts on its files for as long as SuSoS deems necessary or useful.
10.2. The Data will be handled in conformity with the provisions of the Swiss law on Data Protection.
- Force majeure
11.1. SuSoS shall not be liable to the Customer or lose any rights because of a delay or failure in the performance of its obligations of any order, if and to the extent that such faire or delay is due to circumstances beyond its control, including but not limited to, act of God, war, terrorism, civil commotion, destruction of essential facilities or materials, acts of government or labor disputes.
- Choice of Law, Place of Jurisdiction
12.1. These Terms, any orders or agreements between SuSoS and the Customer shall be subject to and governed by the laws of Switzerland without reference to its principles of conflicts of law and excluding the United Nations Convention on Contracts for the international Sale of Goods (Vienna 1980)
12.2. The venue for any disputes shall be Zürich, Switzerland.
SuSoS AG, Dübendorf, September 2016
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