Terms & Conditions
The following General Business Terms and Conditions apply to Lucerna-Chem AG (Distributor) as long as no other agreement has been entered into. The buyer acknowledges these terms of business through each placement of an order. The buyer’s procurement terms and conditions do not obligate us even if we do not directly contradict them. LucernaChem’sGeneral Business Terms and Conditions apply exclusively even if the buyer’s order contains restrictions or amendments which read otherwise. Additional agreements require our written confirmation. Information supplied verbally or by telephone shall only be binding if confirmed by Lucerna-Chem in writing.
The prices in our lists are selling prices for Switzerland without value-added tax (VAT). The prices are not binding. Charges are calculated in Swiss francs.
Orders can be placed to us by phone (verbally), in written form (letter), by FAX or via internet (email, online inquiry form). The buyer accepts the media used for ordering as legal. If an order is placed by phone, the buyer bears the risk of possible missunderstandings. All specifications in the catalogs and on the websites of our suppliers are not binding.Orders from private parties may not be accepted. Non-listed items purchased on behalf of a customer may not be returned for exchange.
Payment Terms and Conditions
The amount of payment due shall be that amount reflected in each order at time of order placement by the buyer, comprised of the price of products, applicable shipping charges and applicable taxes reflected in the order. Payments for delivered goods are due net 30 days from the date of the invoice. The obligation to pay is only considered as fulfilled when the full invoice amount(without any commissions) has been credited to our account. We are entitled to charge late interest at going bank rates for late payments. The buyer is obliged to reimburse any reminder and collection charges. As long as the buyer is delayed in fulfilling an obligation to us, we are released from the obligation to deliver. We reserve the right to perform subsequent deliveries only against cash on delivery or advance payment. The buyer accepts outstanding debts according to Art. 82 SchKG.
Reservation of title
The products supplied remain our property until payment of all of our claims arising from the respective transaction. We shall be entitled to demand the return of the reserved products from the buyer if the same fails to fulfil his obligations to us irrespective of a reminder by setting a period of 30 days. Lucerna-Chem is entitled to record its owner-ship reservation in the public registry maintained by the collection office in the customer’s place of residence should we consider this necessary (corresponding to Art. 715 ZGB and Art. 4 of the Regulation of the Federal Court)
Packaging, mode of dispatch and way of dispatch are chosen by Lucerna-Chem AG. Depending on the nature of the ordered item, we automatically choose the right shipping conditions. For regular shipments at room temperature we charge CHF 15.00. For express shipments at room temperature, blue ice shipments (express) or dry ice shipments (express) we charge CHF 26.00. If heavy goods are shipped (e.g. Media) additional freight charges may be applied. Deliveries are carried out to the last known postal address. Transportation is insured by Lucerna-Chem AG.Upon arrival of the delivery at the buyers destination, the responsibility for the products passes to the buyer. There is no more reponsibility at the part of LucernaChem if the goods are not taken over by the buyer during normal business hours. Partial deliveries are permissible. The transportation of flammable, corrosive, poisonous, or foul smelling material is subject to certain restrictions. We assume that customers, who order products subject to laws regulating poisons, are entitled to do so and comply with the applicable regulations.
We always aim to deliver as fast as possible, but due to external influences we cannot make any binding commitments. Delivery times are subject to product availability and shipment terms of our suppliers. The buyer acknowledges that from time-to-time even those products designated as in inventory on the websites of our suppliers will not be available at time of shipment. If delivery times will exceed 7-10 days, Lucerna-Chem will inform the customer. If unforeseeable circumstances (e.g. operational interruptions,transportation interruptions,strike or lockout) hinder us to fulfill our obligations, the delivery time will be extended accordingly. If shipping becomes impossible through unforeseeable circumstances, we are released from our obligations. In case of delivery delays of more than 3 weeks caused by such impediments, the buyer shall be entitled to withdraw from the contract. No other claims shall arise. Delivery periods set by the buyer shall not be binding unless explicitly confirmed in writing as fixed dates of delivery. If a fixed date of delivery has been agreed, the buyer must grant us an appropriate period of grace of at least 3 weeks in case of delayed supply. Our obligation is suspended as long as the buyer is in arrears with payments.
Warranty and Liability
The warranty period amounts to 12 months and appliesto all claims that demonstrably arise from material or manufacturing error.No warranty is granted if the instructions for handling and using the supplied products, in particular, stock temperatures given on the packaging of our products, are disregarded. In no event Lucerna-Chem AG shall be liable under any legal theory (including but not limited to contract, negligence, strict liability in tort or warranty of any kind) for any indirect, special, incidental, consequential or exemplary damages (including but not limited to lost profits). If we deliver custom goods for you based on instructions, specifications, or other directions you provide to us, we shall not be liable for the lack of sufficiency, fitness for a particular purpose or quality of the goods to the extent attributable to such instructions, specifications, or other directions.
Claims and Complaints
Immediately upon receipt of the products, the buyershall inspect them and notify Lucerna-Chem AG in writing of any claims for order or shipping errors, shortages, defects or damages within 8 days and shall hold any such goods for LucernaChem’s written instructions concerning disposition. Claims for defects, which become apparent only later (despite an immediate and correct check), must be made as soon as they are discovered but latest within 12 months. If we receive no notice of defects in a timely manner, the products shall be deemed to have been taken over free of any defects. If a claim for a defect or incorrect delivery is founded, the goods will be replaced or refunded at our discretion. Claims for defects do not release the buyer from a payment obligation. As far as we have not produced the supplied product ourselves, liability for damages caused by or in the supplied product shall be limited to the amount we receive from third parties.
All returns and replacements shall be handled as follows: If a claim for a defect or incorrect delivery is founded by LucernaChem AG, products may be returned within 30 days for replacement or adjustment. Return shipments without written approval will not be accepted. Lucerna-Chem AG will grant full credit for: (1) Products not supplied in accordance with the buyer's orders; and, (2) Products which are defective at the time of receipt by the buyer. Lucerna-Chem AG will grant partial credit for Products ordered in error(a 60% restocking plus handling fee will be charged). In this case, items can only be returned in their original packing within 8 days. Lucerna-Chem AG will not grant credit for: (1) Products which have been discontinued; (2) products which are personalized or customized; (3) Non-Distributor line products supplied to the buyer as an accommodation, including, without limitation, third party purchases; (4) Products not purchased from Lucerna-Chem; (5) products which are outdated, shelf-worn, used or defaced and, therefore, unsuitable for return to stock and resale as new; (6) reagents, diagnostics, or chemicals which have been opened and (7) if, upon return, such product is determined by us not to be defective.
Suitability Information of Products
Products delivered by us comply with the guarantee certificates or specifications in the catalogues of our suppliers or on the label. In case of discrepancies, the information on the label is considered final. The buyer must establish suitability for products which are to be made from them and whether they comply with the legal requirements (e.g. GMP guidelines, food laws) himself. The general illustrations, substance information, weights, and measures serve as information and are not binding for the supplied quality. All information has been carefully researched by the manufacturer, but we assume no liability for its accuracy.
Information and Advice without Obligation
Information on processing and application possibilities for the products distributed by us, technical guidance and other data, are given according to the best of our knowledge, however, are not binding, and any liability shall be excluded. In particular, our free verbal or written application consultation does not relieve the buyer from checking the materials himself for their fitness and suitability for the intended processes or purposes and for the danger of violating potential protection rights of third parties at their own risk and responsibility.
The purchase of products distributed by Lucerna-Chem AG is not linked to a licensing of our patent rights in any form. The export of our goods can result in violations of the commercial patent rights of third parties and we assume no liability for such actions.
Lucerna-Chem AG and the buyer agree to grant confidentiality and non-disclosure of technical, professional and pricing information about the other party to a third party, without prior permission in writing. This also appliesfor information obtained during discussions, negotiations or exchanged verbally or in writing in relation to goods or deliveries.
Legal Validity and Jurisdiction
Through each placement of an order, the buyer accepts all points of these Sales Terms and Conditions, which are subject to Swiss law. The courts of Lucerne have jurisdiction over all conflicts arising from this contractual relationship.
Lucerne, May, 2011.