General Terms and Conditions of Sale

Biosafe SA

General provisions

Our offers shall be subject to change. Any modifications of these Terms and Conditions of whatever nature must be confirmed by us in writing. This shall also apply to any verbal arrangements made by our collaborators.

Delivery

The scope of delivery, indications of weight, measure and service, as well as annotations shall represent estimates and shall only be binding upon us if agreed in separately in writing. We hereby reserve the right to make any change or improvement within the framework of technical development. This right shall also apply to changes not related to a purchase contract but leading to a permanent state of debt. In such event, the customer may terminate its contract without any further claims.

Deliveries shall only be affected in whole packing units.

Price

Our prices shall be net prices (“CIP”) and shall not include the value-added tax applicable on the delivery date. In the event of fluctuations in exchange rates and increases in customs and other duties, we shall be authorized to adjust our prices accordingly. We hereby reserve the right to make quantitative reductions not mentioned in the current price.

Delivery period

  1. Our indications for delivery dates shall be optional and without obligation. We shall have the right to make partial deliveries. The customer, however, shall have the right to urge us to deliver the merchandise within a reasonable period if we have not rendered delivery within four weeks after the delivery period. The customer shall not have the right to demand indemnity unless we have acted in a deliberately negligent fashion. In the event of delay, the customer may again establish a reasonable delivery period, stipulating that if the merchandise is not delivered within the newly allotted time the customer shall have the right to refuse the merchandise. If, upon the expiration of this period, the delivery has still not been made, the customer shall have the right to withdraw from its contract in writing. No further claims shall exist.
  2. The delivery period shall begin on the day we receive the order, or as of our order confirmation if the merchandise is not in stock, and have requested an installment payment and received such payment on our account—but not before all the parts of the order have been clearly notified and all supporting documents provided. The delivery shall be considered as rendered as soon as the shipment of the merchandise has been announced or the shipment affected.
  3. A delivery period may be extended—without prejudice to us—by the period of time during which the customer itself is in delay with any obligations in this or any preceding contract. Only a delivery date agreed beforehand shall be applicable.
  4. If an event occurs which is beyond our control, such as a strike, fire, epidemic, war or other disaster, we shall have the right to postpone the delivery date for the duration of the hindrance preventing us from performing our contract as well as the right to withdraw from this contract. We shall not be liable in such circumstances, irrespective of whether such hindrances arise at our business premises or those of our suppliers. In such events, no claims for damages and interest of whatever type shall be taken into consideration. The above clauses shall also apply if such events occur after we have already experienced a delay in our delivery.

Conditions of payment

Payments must be made within thirty days from the issue date of the invoice, unless stipulated otherwise in the offer. The date of receipt on our accounts shall be decisive. The net amount shall be due without any discounts or other deductions.

A total or partial advance payment may be requested in some cases.

The transfer of title where applicable shall not take place until after full payment of the amount due for the goods in question.

Delay in payment

If the customer is late in payment or interrupts payment for an unknown reason, we shall be entitled to assert our rights subject to reservation, i.e. to demand payment in advance or to request financial security. We may also withdraw from the contract with such customer in whole or in part or claim damages and interest for the non-performance of the established conditions.

Transfer of risk

Transfer of risk shall be in accordance with the applicable delivery terms. If no other term of delivery has been specified in the Contract the Products will be delivered CIP to Buyer’s premises or to the agreed destination.

Warranty/Defects

Our products and materials are produced and inspected in accordance with rigorous criteria and will meet the agreed specifications at the time of delivery. Any complaints regarding the state of the products must be made in writing upon the reception of the merchandise. Defective merchandise must be placed at our disposition, as defined in Article 201 of the Swiss Code of Obligations.

All other warranties, representations, terms and conditions (statutory, express, implied or otherwise) as to quality, condition, description, merchant ability, fitness for purpose or non-infringement (except for the implied warranty of title) are hereby expressly excluded.

Customer obligation

The client agrees to inform Biosafe without delay about any serious incidents that might happen due to failure or non-conformity of a Biosafe product.

Liability for defects

We shall answer for defects in delivered merchandise, provided the customer has not made modifications in or repaired the merchandise, exclusively to the following extent: We shall, at our choice, either repair, replace or refund all unusable parts or parts whose usability has been considerably reduced within a period of one year from the delivery date, to the extent it is established that such defect is the result of circumstances prior to the transfer of risk, particularly defects in production, material or execution. We shall only assume liability for defects in products not of our manufacture if expressly agreed. However, we are prepared to assign to the customer our own rights against the manufacturer or our own seller. Merchandise forming the subject of a complaint may only be returned with our agreement. Refund shall only be taken into consideration in the event of justified defects. With regard to perishable goods (those with an expiration date), an indemnity may only be granted within the period of technical longevity.

Limitation of Liability

We shall only answer for damage resulting from a delivery affected by us and relating to its use if we are the origin of the damage created. The customer shall bear the burden of proof.

We shall have no liability in respect of any defect in the merchandise arising from: specifications or materials supplied by the customer; fair wear and tear; willful damage or negligence of the customer or its employees or agents; abnormal working conditions at the customer’s premises; failure to follow our use restrictions or instructions (whether oral or in writing); or misuse or alteration or repair of the merchandise without our approval.

Subject to any express obligation to indemnify, neither party shall be liable for any indirect or consequential, or punitive damages of any kind from any cause arising out of the sale, installation, use or inability to use any merchandise, including without limitation, loss of profits, goodwill or business interruption.

Our total liability arising under or in connection with this contract, including for any breach of contractual obligations and/or any misrepresentation, misstatement or tortuous act or omission (including without limitation, negligence and liability for infringement of any third party intellectual property rights) shall be limited to damages in an amount equal to the amount paid to us under the contract. The exclusion of liability in these General Terms and Conditions of Sale shall not apply in respect of death or personal injury caused by our negligence.

Resale

Unless agreed explicitly with the company, any resale of our products shall be prohibited.

Exchanges

We shall only take merchandise back when we have confirmed the state of affairs in writing beforehand.

Terms and conditions of purchase

Any terms and conditions of purchase of the principal drawn from previous provisions at variance with our terms and conditions of delivery shall have no validity whatsoever unless recognized in writing by us.

Jurisdiction

Swiss law shall apply in all cases and the parties hereby submit to the non-exclusive jurisdiction of the courts of Switzerland, Canton of Vaud.


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