These General Terms and Conditions of Business apply to all our offers, and to the acceptance and execution of all orders except as expressly acknowledged by us.
Placing of Orders
Orders may be placed with us by in writing (online Order Form, Email, Fax) and are deemed accepted by us following written confirmation. Changes to the scope of an order require written confirmation by us and are only possible provided the order has not yet entered production.
Prices and Payment Terms
All prices shall be the price stated in KLS’s quotation to buyer for the product. KLS’s Quotations are valid for 30days from the quotation date unless otherwise stated in KLS’s Quotation. Prices stated are exclusive of all taxes, fees, duties, levies or other governmental assessments (“Taxes”) and, unless otherwise stated in KLS’s Quotation, shipping and handling charges, freight and insurance. All Taxes related to Product shall be paid by buyer. Payment is due in cash and unless otherwise agreed, Payment terms are net 30days from date of KLS’s invoice, free of charges for us. If KLS deems buyer to be or to have become uncreditworthy,KLS shall have the right to require alternative payment terms, including without limitation sight draft, letter of credit, or payment in advance. If payment is not received by the due date, KLS may assess and buyer agrees to pay a late payment charge at the rate of 1% per month or the maximum legal rate, whichever is less, of the amount due from the due date to the date of payment, and reasonable legal and other costs incurred by KLS in collecting overdue amounts. In case of prepayment, If such delay is caused by buyer, buyer shall additionally pay all reasonable warehousing and other expenses and Costs of KLS incident to such delay in shipment.
Delivery dates or periods which are not expressly agreed as binding are exclusively unbinding statements. We shall be entitled to make part deliveries. Delivery is subject to the absence of unforeseen obstacles outside our control, such as for example cases of force majeure, operational interruptions etc. if any such event has a significant effect on performance of the contract in due time the delivery periods shall be extended as appropriate.
Transfer of Risk
The risk shall pass to the Buyer as soon as the consignment is handed over to the person responsible for its transport or has left our warehouse for the purpose of shipment. If shipment becomes impossible through no fault of ours, the risk shall pass to the Buyer upon notification of its readiness for shipment. If the goods are notified as ready for shipment not later than at the agreed delivery date, then this shall be deemed to have been met.We are entitled to insure the goods for transportation at Buyer’s expense, whereby this shall have no effect on the passage of risk.
Cancellation and Deferral
Buyer may cancel an order fro an off the shelf Product that is in KLS’s inventory when buyer’s order is received, then or more days prior to shipment. Otherwise, purchase orders may not be cancelled.Unless otherwise stated in KLS’s quotation, buyer may defer the shipment date one time for up to 60days for instruments, and up to 30days for reagents, consumables and other tangible Product, by giving written notice to KLS at least 30days before the scheduled shipment date for instruments, and at least 10days before the scheduled shipment date for other Products.
Notification of Defects and Warranty Claims
We are liable as follows for goods supplied by us, to the exclusion of all other claims : The Buyer must notify us in writing of the defect without delay, not later than eight days after receipt of the goods, attaching the delivery note; in the case of hidden defects, not later than eight days after discovery of the defect. We assume no liability for defects not notified within the specified deadline. Rejected goods may only be returned to us with our express consent.
No warranty is assumed for damage caused by the following: Unsuitable or improper use, defective installation or putting into operation by the Buyer or third parties, natural wear and tear, improper or careless treatment, non-compliance with instructions for use, unsuitable equipment, replacement materials, faulty construction work, unsuitable foundation, chemical, electronic or electrical influence, unless such damage is caused through our fault. Our liability is limited to repair of defective goods or delivery of defect-free goods as replacement, at our option. If we are not successful in repairing the goods, the Buyer can only demand a reasonable reduction of the purchase price or rescission of the individual purchase transaction.
Further claims of the Buyer, in particular for compensation for consequential damage and loss of profit, are excluded, except in case of intent or gross negligence on our part.
The exclusion of liability shall not apply in the event of the absence of a warranted characteristic or in the event of the breach of a material contractual obligation.
Retention of Title
The goods delivered by us shall remain our property until the Buyer has paid the purchase price in full, including all subsidiary claims and all claims resulting from the ongoing business relationship. This shall also apply where some or all of our claims against the Buyer have been included in a current account and the balance is acknowledged. The retention of title shall also remain valid until such time as letters of exchange or cheques sent to us have been fully honoured. Goods to which we retain title may only be sold and processed by the Buyer as part of its normal business.Processing shall be done on our behalf. If our goods are processed together with goods not belonging to us, we shall have co-title to the new objects in proportion to the ratio between the value of the goods to which we retain title and the other processed goods at the time of processing. For the new object the same shall apply as for the goods to which we retain title.
The goods may not be pledged or assigned by way of security; we must be notified immediately if the goods are attached. The Buyer hereby assigns the claims, together with all ancilliary rights, accruing to it on the basis of the resale, if any, of the goods supplied by us. In the event that our goods are joined to, mixed and/or processed with goods which do not belong to us, a part of the claim for payment of the purchase price in proportion to the ratio between our goods and the joined, mixed and/or processed goods shall be deemed assigned. If the Buyer’s claim from the resale of goods to which we retain title are include in a current account, then the Buyer hereby assigns its claim for payment with regard to the respective and acknowledged balance in the amount of our claims against the Buyer. The assignment becomes irrelevant if the buyer pays us the purchase price for the goods supplied, including all subsidiary claims and all claims resulting from the ongoing business relationship.
If the value of the security rights to which we are entitled exceeds our claims against the Buyer by more than 20%, then corresponding security rights will be released at our option.
If the realization of our claims sees to us to be en dangered, the Buyer shall inform us upon request about the quantity of goods to which we retain title which it still has in stock and enable us to take them back.
KLS shall not be liable for any delay or failure of performance, including without limitation failure to deliver where such delay or failure arises or results from any cause beyond KLS’s reasonable control, including, but not limited to, flood, fire, explosion, natural plant breakdown, computer or other equipment failure, unusually severe weather, earthquake or God, power loss or reduction, strike, lockout, boycott or other labor disputes of any kind(whether relating to its own employees or others), embargo, governmental regulation or an inability or delay in obtaining materials. In the event of any such delay or failure of performance, KLS shall have such additional time within which to perform its obligations hereunder as may be reasonably necessary under the circumstances; and KLS shall also have the right, to the extent necessary in KLS’s reasonable judgment, to apportion Product then available for delivery fairly among its various customers in such manner as KLS may consider equitable.
Industrial Property Rights/Liability
Unless otherwise agreed, we assume no liability for the fact that the goods supplied by us do not violate third-party industrial property rights, except in case of intent or gross negligence on our part.
The Buyer agrees to notify us without delay if it receives complaints about any such violations. If the goods supplied were constructed according to plans or instructions of the Buyer, the Buyer shall indemnify us against all claims asserted on the basis of violations of industrial property rights. Reasonable advances for any court costs must be paid.
Verbal subsidiary agreements, amendments or additions shall only be valid if expressly confirmed in writing, made by persons with powers of representation.
Should any clause in there General Terms and Conditions of Business be or become invalid, this shall not affect the validity of the other clauses or agreements. The invalid clause shall be replaced by optional law. This also applies in the event of an omission.
There General Terms and Conditions of Business and the entire legal relations between us and the Buyer shall be governed by the laws of Australia.