The following sets forth the Standard Terms and Conditions which shall control all purchases from MaxWell Biosystems AG, CH-8047 Zurich, Switzerland, also named Seller. These Terms and Conditions have priority over all other terms, including Buyer’s Purchase Order Terms, and may only be waived or amended by written agreement between authorized representatives of Seller and Buyer. They shall also apply to all future relations between the parties, even if not agreed upon expressly. If with an inquiry or order, other Customer’s conditions are made known, these are hereby not recognized.
Quotations and Acceptance
The quotations of MaxWell Biosystems AG are valid for 30 days from the day of issuing if no other term is shown. All offers are without obligation, that is, the Seller reserves the right of acceptance or refusal on the basis of the offer. Orders are legally validated by written Confirmation, whose content is solely definitive for the contractual relationship. Telephone or oral agreements and arrangements with Seller representatives require written confirmation for legal validity.
MaxWell Biosystems AG has no obligation with respect to any Purchase Order until it is accepted. MaxWell Biosystems AG has the right to accept Purchase Orders in whole or in part. MaxWell Biosystems AG quotes are based on current availability of materials and manufacturing capacity. If such material availability or manufacturing capacity changes by the time a Purchase Order is placed, MaxWell Biosystems AG has the right to change the lead time when accepting the Purchase Order.
Taxes and Export Charges
All Prices are exclusive of all sales, excise, value added, use, and property (ad valorem) taxes and all customs and export charges, which are the responsibility of Buyer unless stated otherwise.
Items are shipped under DAP, DDP or EXW conditions (INCOTERMS® 2010). Customers should inform themselves of the costs and risks associated with each of these terms.
Our delivery time notifications are made from best estimates, under consideration of, respectively, the Delivery situation and production capacities, and are approximate only. Insofar as deliveries are not necessarily ex stock, delivery periods must be individually agreed, whereby the written Confirmation is decisive.
Delay in Delivery through circumstances beyond the control of the MaxWell Biosystems AG, such as strike, fire, raw materials shortages or other operational disruption, which render the processing of accepted orders impossible or significantly hindered, entitle MaxWell Biosystems AG to extend the delivery period by the duration of the delay. A delay in delivery does not entitle the Buyer to refuse acceptance of the goods, to withdraw from the contract and/or to claim any form of compensation. MaxWell Biosystems AG is entitled to effect part deliveries and to invoice for these separately.
Unless otherwise agreed in writing and in advance by MaxWell Biosystems AG, all invoices are payable within thirty (30) days of the date of invoice, and in the currency of the invoice, deposited on the bank account of MaxWell Biosystems AG. Payment of invoices into a MaxWell Biosystems AG bank account with a different currency can lead to banking fees that may be charged to the Buyer.
MaxWell Biosystems AG reserves the right to make additional charges where the customer requires that a proprietary invoicing system (for example, a web-based procurement portal) is used.
In the case of delayed payment, interest is charged at the normal bank interest rate for current account overdrafts. Discounting and redemption fees, resulting from payment by the bill of exchange, cheque or other payment orders are chargeable to the Buyer. Bills of exchange and cheques are only considered as payment after their redemption. If a Buyer does not comply with their liability to pay or if we become aware of circumstances that place his credit worthiness in question, all residual claims immediately become payable.
Calculations by the purchaser using buyer legiti- mized counterclaims are excluded. Buyer legitimized claims derived from the Guarantee, or because of alleged defects, do not free the Buyer from liability to pay until a legal judicial decision.
MaxWell Biosystems AG has the right to withdraw from the contract or to demand securities or pre- payment for further deliveries. Costs arising from the collection of liabilities are to be paid by the Buyer. The non-delivery of insignificant parts of an order or any claims under the Terms of the warranty vis-à-vis MaxWell Biosystems AG do not entitle the Buyer to postpone or withhold due payments.
MaxWell Biosystems AG retains all copyright, patent, ownership of software, and other proprietary rights in the Products.
MaxWell Biosystems AG warrants that the Products comply with applicable Product specifications at the time of Delivery and that the Products will operate properly under proper use and normal conditions without defects that prevent such operation for one (1) year from date of Delivery to Buyer, with the exception of the MEA wells, which have a warranty term of six (6) months.
Defective goods may be returned DDP (Delivered Duty Paid) to MaxWell Biosystems AG after obtaining an RMA (Return Material Authorization) document from MaxWell Biosystems AG. If after testing and inspection any such returned Product is determined by MaxWell Biosystems AG to be defective, MaxWell Biosystems AG shall promptly repair or replace the Product and return it to Buyer.
If not authorized in writing by MaxWell Biosystems AG, the sender returning the instrument will cover for 2-way shipping costs. For repair under warranty cases, MaxWell Biosystems AG will cover the return shipping expense.
The warranty is void if: (a) defects in materials or workmanship or damages result from repairs or alterations which have been made or attempted other than by MaxWell Biosystems AG; (b) the damage is due to improper use, improper product integration or improper maintenance including failure to upgrade to the supported software versions, (c) attempt of disassembling and (d) disassembling of the product.
Limitation of Liability
MaxWell Biosystems AG shall not be liable for injury to any property other than the products, including third-party claims, and shall be limited to the refund of the purchase price. In no event shall MaxWell Biosystems AG be liable for any consequential or incidental damages. The Buyer shall defend and indemnify MaxWell Biosystems AG against any claims that are based upon any subsequent resale of the Products by Customer or upon any sale by the Buyer of any of its goods that contain MaxWell Biosystems AG’s Products.
Cancellation or alteration of orders following their acceptance is subject to our written consent. In the event of the goods proving unsatisfactory for whatever reason, MaxWell Biosystems AG must be notified, in writing, within 7 days of the goods arriving at the delivery address.
The Seller may publicize and promote its agreement to work with the Buyer in form of press release and other forms of announcements on the Buyer website and to media outlets.
Governing Law and Court of Jurisdiction
If any provision of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, that invalidity or unenforceability will not affect the other provisions of these Terms and Conditions which will remain in full force and effect.
The place of performance and jurisdiction for both Buyer and Seller is the registered address of the Seller. The contract shall be governed by Swiss law.
Amendments to the General Terms and Conditions
All amendments to these Terms and Conditions together with any contradictory or supplementary agreements must be made in writing and signed by MaxWell Biosystems AG.
Zurich, January 17th 2020