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General Terms and Conditions

GENERAL TERMS OF SALE AND DELIVERY

1 Application
1.1 The General Terms of Sale and Delivery shall apply in the absence of other written agreement between Brock & Michelsen A/S (hereinafter BM) and the Buyer.

2 Prices
2.1 The prices quoted are excluding Danish VAT. The prices are exclusive of any taxes or duties outside the territory of Denmark. The Buyer shall pay any taxes and duties connected with the delivery of the goods sold.
2.2 The prices are FCA (free carrier) Birkerød, Denmark (INCOTERMS). Dispatch will be effected for the Buyer´s own account and risk.
2.3 As to goods bought by BM in foreign currency exchange, BM reserves the right to make exchange rate adjustment of the invoiced amount according to the exchange rate of the date of payment.
2.4 The prices quoted are subject to Buyer´s ordering complete, functional equipment.

3 Specifications
3.1 Any information in technical specifications or price lists is subject to written confirmation with reference to these.
3.2 Specific properties or demands shall only be binding to BM, where they have been accepted in written by the latter.

4 Payment
4.1 In the absence of other agreement the terms of payment of BM are 8 days net from date of invoice.
4.2 Where payment is effected after the due date, interest will be charged at the rate of 2 per cent per each month.
4.3 Any minor defects of non-operational effect that might be stated in the delivery note do not entitle the Buyer to postpone the date of payment.
4.4 The Buyer is not entitled to retain payment totally or partly due to counterclaims that have not been approved by BM.
4.5 In the case of substantial depreciation of Buyer´s capital BM shall be entitled to refuse to deliver the imposed service, until BM´s requirements have been met or non-mature requirements have been secured.

5 Proprietary Right
5.1 BM reserves the proprietary right in any sold equipment until payment in full has been effected.
5.2 Until full payment has been effected the Buyer shall not be entitled to sell, pawn, give away, lend, deposit or in any other way enter into commitments of the delivered equipment.
5.3 Until full payment has been effected the Buyer is obliged to storage and treat the delivered equipment in a secure way at his own account and to take out insurance against fire and burglary at full value. BM shall be entitled to claim signed mortgage declaration.
5.4 Until full payment has been effected the equipment must not without written permission from BM be moved from the delivery address.

6 Time of Delivery
6.1 Time of delivery will be applicable as from the Buyer´s receipt of BM´s written acknowledgement of his order, i.e. the time the contract is entered into; how ever, never until the moment when all technical details have been clarified and BM has received all necessary documentation from the Buyer for completion of the order.
6.2 Another precondition is that all necessary permissions and releases have been achieved, that the agreed terms of payment have been fulfilled, and that Buyer has made all arrangements and preliminary works necessary for BM´s fulfilling the obliga tions. Without having fulfilled these preconditions in due time, the time of deli very will be postponed.
6.3 Where a delay in time of delivery is due to labour conflicts or any other circumstances beyond the control of BM, such as i.a. lack of material or energy, wrong or delayed deliveries from sub-suppliers, and where the delay could not be hindered in spite of due attention and reasonable efforts, the time of delivery will be postponed by the dura tion of the hindrance and to an extent that is reasonable having regard to the circumstances.
6.4 If the Buyer can make it probable that such postponement of the time of delivery is unacceptable, he will be entitled to cancel the contract, as long as this has not been fulfilled. Other claims will not be accepted.
6.5 If the Buyer cannot take delivery of the goods by the stipulated date - or if a delay on his part is likely to occur - he shall forthwith notify BM in writing, stating the cause of delay and, wherever possible, the time when receipt is likely to be able to take place.
6.6 If the Buyer fails to take delivery at the stipulated time, he shall nevertheless make any payment contingent upon delivery as if delivery of the relevant goods had taken place.

7 Shipment and Transfer of Risks
7.1 BM chooses way of shipment and ships the goods to the stipulated address.
7.2 Any risks of losses or damages to the goods will be undertaken by the Buyer in accordance with the INCOTERMS applying at the time of conclusion of the contract.
7.3 The risk will be undertaken by the Buyer on handing over the goods to the Shipping Company or the goods have left the premises of BM, or - where dispatch or delivery are delayed of reasons without control of BM - by notice that the goods are ready for dispatch.
7.4 Part deliveries will be allowed.

8. Buyer´s Notification of Complaints
8.1 Any obvious defects, damages incurred in transit, incorrect deliveries and quantities must without delay and no later than five working days from receipt of the goods be notified in written to BM.
8.2 The Buyer shall claim any damages incurred in transit directly to the carrier.

9 Delivery and Installation
9.1 If the contract includes installation of larger instruments the following applies:
On conclusion of a contract, a BM-employee will make inspection of installation site and access and if necessary make an inspection report
9.2 The Buyer shall make sure that BM´s requirements to the installation site (e.g. necessary power and air supply, temperature, humidity and foundation etc.) have been fulfilled befo re installation. Any expenses in consequent of lack of compliance with the above requirements will be paid by the Buyer.
9.3 The Buyer shall at his own account and risk make the truck, material and labour which might be necessary for the unloading the instrument and transportation to the installation site.

10 Final Acceptance
10.1 The Final Acceptance Report states that a functional instrument has been delivered. The report specifies any minor defects that do not influence on operation and when the defects till be repaired. The Final Acceptance Report shall be signed by both parties.
10.2 Any contractual verification/calibration will be made independently of the Final Acceptance and according to agreement with the Buyer.
10.3 Where the Buyer fails to attend the Final Acceptance, in spite of notice in due time, the control made by BM will replace the acceptance.
10.4 Where a Final Acceptance is delayed from reasons that are not attributable to BM, the Buyer shall pay any consequent costs.

11 Guarantee and Product Liability
11.1 BM guarantees that the goods sold are free from material or production defects. Where the Buyer within the guarantee period proves such defect BM will be obliged to within reasonable time to carry out repairs or at BM´s choice to re place the goods. Where BM fails to do so the Buyer shall be entitled to cancel the contract.
11.2 BM guarantees the goods sold for a period of 12 months from the transfer of risk. Where installation is part of the contract the guarantee period starts on the date of Final Acceptance. Under no circumstances the guarantee will exceed 15 months from transfer of risk.
11.3 No guarantee applies to maintenance, verification/calibration and consumer goods.
11.4 The Buyer shall at his own account send defective parts and smaller instruments for repair without cost to BM. BM will pay the return freight to customers in Denmark.
11.5 Defects on bigger instruments will be repaired on site by a BM-employee; in Denmark without costs to the Buyer.
11.6 BM is entitled to decide the site of repair.
11.7 BM guarantees for a period of 12 months the parts that have been exchanged during the guarantee period of the main instrument.
11.8 The Buyer shall notify BM in writing of any defects without undue delay after such defects have appeared, and the Buyer shall do his utmost to confine the damages to a minimum.
11.9 Where the Buyer has complained and it proves that there is no such defect to hold BM responsible, BM reserves the right to have working hours and other expenses of the non- compliance compensated.
11.10 BM´s liability shall only comprise defects when the Buyer has met the stipulated requirements.
11.11 Under no circumstances shall BM be liable for defects caused by mishandling of the goods. Nor shall BM be liable for any defects caused by changes or repairs made by the Buyer or third party.
11.12 As to software: BM guarantees conformity between the programme specifications and the software licensed to the Buyer. A precondition is that the software is installed according to the instructions from BM. Where the Buyer or third party makes changes into the installed software or installs other software packets in the same system this will be at the Buyer´s own risk.
11.13 Only reproducible software errors will be accepted as complaints. BM´s is only liable to correct software errors which reduce considerably the agreed application of the software - either by, at the option of BM, installing a modified software version or by advising how the Buyer can correct the error or avoid the consequences.

12 Software Rights
12.1 The Buyer reserves the non-exclusive and non-transferable right in any software supplied as well as belonging documentation, and additional changes/extensions for the purpose of operation of the equipment for which the software was sup plied. No access must be given to third party to the licenses without BM´s written approval.
12.2 Copying the software except from a safety copy is not allowed.

13 Trademark and Copyright
13.1 Buyer or third party is not allowed to change appearance of the equipment nor the manufacturer´s or BM´s logo.
13.2 Drawings or any other documentation supplied with an offer must be returned upon request.

14 Liability and Claim for Damages
14.1 Under no circumstances shall BM be liable for damages caused by the goods, such as damages on equipment or humans, loss of production, profit, interest, or other indirect losses, caused by delayed deliveries, defective deliveries, software errors, neglected fulfilment of installation conditions, incorrect configuration of computer equipment not supplied by BM, or incorrect operation of supplied equipment.
14.2 Where a delay of delivery of absence of delivery is due to force majeure such as strike, governmental interference, war or natural disaster, BM shall not be liable for the Buyer´s loss.
14.3 BM shall be exempted from liability to the Buyer as to losses or transformation of data caused by software programme errors, and BM shall not be obliged to replace lost or transformed data.

15 Settlement of Disputes - Venue
15.1 Any conflicts in relation to the Agreement shall be governed by Danish law.
15.2 Any disputes shall be settled by arbitration in the Commercial Court, Copenhagen.

Brock & Michelsen A/S - Blokken 76 - DK-3460 Birkerød - Tel.: 7015 7015 - Fax: 7025 7025 - http://www.zeiss.dk - info@zeiss.dk