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GTC

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General Terms of Delivery for business customers

1. Scope of Application

These general terms of delivery are an integrated part of all contracts signed with our business customers. They have precedence in all cases over any purchasing conditions of the customer. Conditions which may differ from these T&Cs can be agreed in written form only. These T&Cs are valid from July 2018. Separate T&Cs apply to individuals (end customers).


2. Product Modifications

We reserve technical and formal design modifications for all products displayed and described in our sales documentations.

3. Date of Delivery

Axonlab endeavours to keep the delivery dates calculated but cannot assume any legally binding guarantee for these.
The term of delivery only begins on the date of final clarification of all qualitative and technical details with respect to quality and technical specifications. Axonlab shall notify the customer in writing of the start of the term of delivery.
Faulty raw materials, production breakdown or events of force majeure shall relieve Axonlab, for the period of their duration, from the contractual obligation to deliver, without entitling the purchaser to any claims for compensation of damages.


4. Inspection and Acceptance

The customer shall inspect the goods delivered by Axonlab immediately on receipt. Any deficiencies are to be notified in writing immediately, but not later than 5 days after receipt. After expiration of this term all functions of the goods are to be deemed as fulfilled and the goods accepted. Should any deficiencies appear at a later date within the guarantee period, the detection of which would not have been possible even under careful take-over inspection, the customer shall inform Axonlab immediately and in writing. If he fails to do so, the goods shall be deemed to have been accepted also with respect to these deficiencies.


5. Modification, Cancellation

The cancellation of orders is only possible with Axonlab’s written consent. Costs which have already been incurred, or any price increase due to the reduction of the order, shall be borne by the customer. Partial shipments of a call order are to be called up within the agreed term; failing this Axonlab will arrange for the corresponding shipping and invoicing. For unforeseeable reasons, which make it impossible or unreasonably difficult for Axonlab to meet its obligations (force majeure, strike etc.), Axonlab is entitled to terminate the contract early, without the customer being liable to any claim for compensation.


6. Return of Material

Return shipments of material require Axonlab’s written consent and can only be accepted if the material is in impeccable condition and in original packaging, and if such material is usually kept in stock. The goods are in any case to be returned free our works and with a copy of the delivery documents.


7. Prices

The prices indicated in our catalogue(s), price lists or online store are to be understood as being in CHF, exclusive of statutory VAT. Prices stated in our written order confirmation are binding, except in the event of obvious calculation errors and incorrectly specified quantities. For deliveries with a value below CHF 200.00 (without statutory VAT), packaging and dispatch costs will be charged at CHF 13.50. Express deliveries, deliveries to higher floors and dry ice packaging are invoiced separately. The costs of implementing special requirements – unless expressly agreed otherwise – shall be borne in full by the customer and shall be invoiced separately. Axonlab expressly reserves the right to make price modifications due to actual cost changes (e.g. material costs, exchange rate fluctuations, increase in customs duties etc.) without prior notice. The costs for all kinds of official documents / certifications will be charged to the customer.


8. Payment

Invoices will be sent either by post or, if separately agreed, electronically (e-invoice). All invoices are payable in full within 20 days from the invoice date, provided no other terms of payment have been agreed in writing. Any unauthorised discounts will be subsequently repaid. In the case of arrears, statutory interest will be charged. Customers are not entitled to offset Axonlab’s claims with any possible counterclaims. Our Six Payment AG payment portal is available for handling e-invoices. If a different payment portal is requested or used by the customer, Axonlab shall pass on the additional costs incurred.


9. Reservation of Ownership

Axonlab shall retain ownership of delivered goods until payment has been received in full. The use and risks associated with the products are transferred to the purchaser when the contract is concluded.


10. Guarantee and Liability

Axonlab applies to delivered devices and systems a warranty period of 12 months commencing from the date of transfer of risk, unless otherwise agreed in writing. The warranty period for reagents is based on the relevant expiry date. In the event of a warranty claim, the defective part shall be repaired free of charge or replaced at Axonlab’s discretion. The installation and dismantling costs, as well as transport and travel costs, shall be borne by the customer, unless otherwise agreed in writing. Any liability for minor negligence by Axonlab and any liability for auxiliaries is expressly excluded.
Excluded from the guarantee are damages due to natural wear, force majeure, disregard of maintenance and operating instructions, use of unsuitable operating media, software or accessories that do not correspond with the specifications of Axonlab, as well as manipulation of our instruments by the customer or third parties without Axonlab’s previous written approval. Operating instructions supplied with the shipment are subject to the general terms of delivery of the manufacturer. Any such third-party documents do not constitute any liability on the part of Axonlab.
Guarantee claims do not entitle the customer to withdraw from the contract or make any claims for damages, but rather only entitle the customer to exert their right to rectification. In the event of a guarantee claim, the damaged part or contested delivery will be repaired or replaced free of charge at Axonlab’s discretion. Liability for defects which did not arise directly from goods delivered by Axonlab (e.g. loss of production, loss of utilization, loss of orders, missed profit as well as any other direct or indirect damage) is excluded. In the event of non-fulfilment of the contractual payment conditions, Axonlab’s warranty obligation shall become void. The warranty may be amended or completely excluded by written agreement.

11. Import and export control

The customer is advised that goods or delivery items (and if applicable the associated know-how) may be subject to export or import control. Each contracting party is responsible for complying with the corresponding export and import regulations. The customer is also advised that U.S. export control law is also applicable if the goods or delivery items come, in whole or in part, from the USA. This can even be the case if the agreement has no other connection to the USA.

12. Severability clause / Rule of precedence

If individual provisions in these General Terms & Conditions are, or become, invalid or unenforceable, this shall not affect the validity of the remaining provisions and the contract as a whole. In such a case, the ineffective or unenforceable provision shall be replaced with an effective and enforceable one that corresponds to the sense and purpose of this contract. The same shall apply if it should transpire that this contract contains a loophole that needs to be filled.
In the event of contradictions, the written agreement shall take precedence over the General Terms & Conditions.
Verbal ancillary agreements must be agreed in writing to be valid. The parties can only forego this written form requirement in writing.

Axonlab expressly reserves the right to amend or supplement these T&Cs.


13. Applicable Law, Jurisdiction

All legal relations are subject to Swiss law. Place of jurisdiction is Baden-Dättwil (Switzerland).

Baden-Dättwil, July 2018


 

General Terms & Conditions for individuals (end consumers)

1. Scope of Application

These general Terms & Conditions (T&Cs) are an integrated part of all contracts signed with our end customers (individuals) and are only applicable to these transactions in Switzerland and the Principality of Liechtenstein. Conditions which may differ from these T&Cs can be agreed in written form only. These T&Cs are valid from October 2018.


2. Product Modification

We reserve technical and formal design modifications for all products displayed and described in our sales documentation.


3. Date of Delivery

We endeavour to keep the delivery dates calculated by us but cannot assume any legally binding guarantee for these. Any failure to meet the deadlines shall not entitle the customer to cancel the order nor to make any claims for compensation. The term of delivery only begins on the date of final clarification of all qualitative and technical details. Faulty raw materials, production breakdown or events of force majeure shall relieve us, for the period of their duration, from our contractual obligations to deliver, without entitling the purchaser to any claims for compensation of damages.


4. Inspection, Acceptance

The customer shall inspect the goods delivered immediately on receipt. Any deficiencies are to be notified in writing immediately, but no later than 14 days after receipt. After expiration of this term all functions of the goods are to be deemed as fulfilled and the goods accepted. Should any deficiencies appear at a later date within the guarantee period, the detection of which would not have been possible even under careful take-over inspection, the customer shall inform us immediately and in writing. If the customer fails to do so, the goods shall be deemed to have been accepted also with respect to these deficiencies.

 

5. Modification, Cancellation

Orders can only be cancelled with our written consent. Costs which have already been incurred, or any price increases due to order reductions, shall be borne by the customer. Partial shipments of a call order are to be called up within the agreed term; failing this we will arrange for the corresponding shipping and invoicing. For unforeseeable reasons which make it impossible or unreasonably difficult for us to meet our obligations (force majeure, strike etc.) we are authorised to terminate the contract before term, without the customer being entitled to any claim for compensation.


6. Return of Material

Return shipments of material require our written consent and can only be accepted if the material is in impeccable condition and in the original packing, and if such material is usually kept in stock. The goods are in any case to be returned free our works and with a copy of the delivery documents.


7. Prices

The prices indicated for end customers (individuals) in our catalogue(s), price lists or online store are in CHF, exclusive of statutory VAT. Prices stated in our written order confirmation are binding, except in the event of obvious calculation errors and incorrectly specified quantities. For deliveries with a value below CHF 200.00 (excluding statutory VAT), packaging and dispatch costs will be charged at CHF 6.50. Express deliveries, deliveries to higher floors and dry ice packaging are invoiced separately. We expressly reserve the right to make price modifications due to actual cost changes (e.g. material costs, exchange rate fluctuations, increase in customs duties etc.) without prior notice. The costs for all kinds of official documents / certifications will be charged to the customer.


8. Payment

Invoices will be sent either by post or, if separately agreed, electronically (e-invoice). All invoices are payable in full within 20 days, provided no other terms of payment have been agreed in writing. Any unauthorised discounts will be subsequently repaid. In the case of arrears, statutory interest will be charged. The customer is not entitled to offset Axonlab’s claims with any possible counterclaims. Our Six Payment AG payment portal is available for handling e-invoices. If a different payment portal is requested or used by the customer, Axonlab shall pass on the additional costs incurred.


9. Reservation of Ownership

We shall retain ownership of delivered goods until payment has been received in full. The use and risks associated with the products are transferred to the purchaser when the contract is concluded.


10. Warranty, Guarantee and Liability

Axonlab applies to delivered devices and systems a statutory warranty period of 24 months commencing from the date of transfer of risk, unless otherwise agreed in writing. The warranty period for reagents is based on the relevant expiry date. In the event of a warranty claim, the defective part shall be repaired free of charge or replaced, at Axonlab’s discretion. Installation and dismantling costs, as well as transport and travel costs, shall be borne by the customer, unless otherwise agreed in writing. Any liability for minor negligence by Axonlab and any liability for auxiliaries is expressly excluded.

Excluded from the guarantee are damages due to natural wear, force majeure, disregard of maintenance and operating instructions, use of unsuitable operating media, software or accessories that do not correspond with the specifications of Axonlab AG, as well as manipulation of our instruments by the customer or third parties without Axonlab’s previous written approval. Operating instructions supplied with the shipment are subject to the manufacturer’s provisions. Any such third-party documents do not constitute any liability on the part of Axonlab.

Guarantee claims do not entitle the customer to withdraw from the contract or make any claims for damages, but rather only entitle the customer to exert their right to rectification. In the event of a guarantee claim, the damaged part or contested delivery will be repaired or replaced free of charge at Axonlab’s discretion. Liability for defects which did not arise directly from goods delivered by Axonlab (e.g. loss of production, loss of utilisation, loss of orders, missed profit as well as any other direct or indirect damage) is excluded. In the event of non-fulfilment of the contractual payment conditions, Axonlab’s warranty obligation shall become void. The warranty may be amended or completely excluded by written agreement.

11. Import and export control

The customer is advised that goods or delivery items (and if applicable the associated know-how) may be subject to export or import control. Each contracting party is responsible for complying with the corresponding export and import regulations. The customer is also advised that U.S. export control law is also applicable if the goods or delivery items come, in whole or in part, from the USA. This can even be the case if the agreement has no other connection to the USA.


12. Severability clause / Rule of Precedence

If individual provisions in these General Terms & Conditions are, or become, invalid or unenforceable, this shall not affect the validity of the remaining provisions and the contract as a whole. In such a case, the parties undertake to replace the ineffective or unenforceable provision with an effective and enforceable one that corresponds to the sense and purpose of this contract. The same shall apply if it should transpire that this contract contains a loophole that needs to be filled.

In the event of contradictions, the written agreement shall take precedence over the General Terms & Conditions.

Verbal ancillary agreements must be made in writing to be valid. The parties can only forego this written form requirement in writing.

Axonlab expressly reserves the right to amend or supplement these T&Cs.


13. Applicable Law, Jurisdiction

All legal relations are subject to Swiss law. Place of jurisdiction is Baden (Switzerland), the place of jurisdiction at the end customer’s place of residence remains reserved.

Baden-Dättwil, October 2018