General Terms and Conditions of Sales and Delivery

Version 1.0/ June 2017

This document is considered to be an integral part of any commercial transaction involving Advanced Microfluidics

1           Scope of application

1.1       These General Terms and Conditions of Sale and Delivery (hereinafter “Conditions”) shall be deemed valid for all products as supplied by Advanced Microfluidics SA (hereinafter “AMF”) to its purchasers (hereinafter “Purchaser”), regardless of whether this is a single transaction or a series of transactions based on a framework agreement between AMF and the Purchaser. Any general terms and conditions of the Purchaser are valid only if they have been specifically accepted in writing by AMF.
1.2       All orders are accepted and performed on the basis of these Conditions. Differing agreements must be made in writing and apply only to the transaction for which they have been agreed.

2           Offer and Acceptance

2.1       Unless otherwise stated in writing by AMF, all offers or invoices are valid for thirty (30) days from the dates of such offers. AMF shall not be bound to any contract of delivery, unless a written order confirmation or invoice has been issued by AMF and paid by the purchaser. Invoices not paid within 30 days from date of invoice automatically cease to be valid.

3           Orders

3.1       Orders of Purchaser shall be deemed valid upon receipt by AMF of a written purchase order (hereinafter “Purchase Order”) dated by the Purchaser, and shall be subject to written acceptance by an invoice by AMF via Electronic mail or postal service (hereinafter “Order Confirmation”) or shall be deemed accepted when executed by AMF.
3.2       A Purchase Order may be cancelled but only as long as it has not been confirmed by AMF and with the written consent of AMF.

4           Prices

4.1       The price indicated on the invoice shall after payment by the purchaser be considered to be the price agreed between AMF and the Purchaser.
4.2       Product availability are subject to changes with 30 days’ notice period.
4.3       Pricing are subject to changes with 30 days’ notice period. No product will be shipped at increased prices without prior notification
4.4       The prices are defined in CHF and converted to other currencies. In case of important exchange rate variation, also involving currencies of AMF’s suppliers, AMF reserves the right to change prices without prior notice.
4.5       All product prices shall be exclusive of all taxes, duties, insurance charges, freight charges, shipping and handling charges, all of which shall be borne exclusively by the Purchaser.

5           Payment

5.1       Unless otherwise specified on the invoice, all invoices for shipments will be payable 100% in advance.
5.2       AMF reserves the right to cancel any orders, suspend further deliveries, and/or require any satisfactory securities, in the event Purchaser fails to pay in full for any one shipment when same becomes due.
5.3       All special payment terms must be negotiated with AMF prior to Order Confirmation. No change of payment terms will be accepted after the Purchase Order was issued and confirmed with an invoice.
5.4       Each delivery shall constitute a separate transaction with regard to payment. The Purchaser shall not be entitled to offset without prior agreement from AMF any claims for amounts outstanding against or any counterclaims against AMF.
5.5       Sample and test Products shall only be supplied against payment unless written agreement to the contrary has been granted.

6           Deliveries

6.1       Unless otherwise agreed in writing by AMF, delivery is made EXW AMF service and logistic centre, determined in accordance with the INCOTERMS in force at the date of the delivery.
6.2       Purchaser can ask AMF to arrange for shipment. In this case delivery will be made DAP at the location indicated by the purchaser at purchaser’s expense.
6.3       AMF shall deliver the Products in accordance with the Incoterms requested by the client and specified in the Order Confirmation.
6.4       Delivery time and schedule are given as an approximation, unless specified per dead line and agreed and confirmed in the Order Confirmation by AMF on the invoice. While every effort is made to deliver on schedule, Purchaser acknowledges that schedule issues are not terms for additional compensation and/or order cancellation.
6.5       AMF is entitled to make partial deliveries, save where otherwise agreed in writing in the purchase order. In this case AMF will bear the extra cost incurred with the Purchaser.
6.6       If dispatch is delayed for reasons for which the Purchaser is responsible or if the Purchaser declines acceptance, AMF reserves the right to store deliveries for the account and at the risk of the Purchaser on its own premises or with third parties.
6.7       Freight costs linked with Return of products to AMF service and logistic center incurred by the Purchaser will be borne by the Purchaser.

7           Packaging

7.1       Packaging will be in accordance with the standards as deemed fit by AMF and the Incoterms. Any special packing requirements shall be invoiced accordingly.

8           Reservation of ownership

8.1       The delivered Products remain property of AMF until such time as the Purchaser has fully performed all its obligations.

9           Warranty and liability

9.1       The standard warranty period is 12 months from the product delivery to the customer and does not cover wear parts. AMF guarantees the characteristics stipulated in the agreed product specification and official documentation available on AMF’s website. No representation or other affirmation of fact, including but not limited to statements regarding product’s quality or features, which is not contained in the product specifications or official documentation, shall be binding on AMF.
9.2       The express warranties set forth in preceding section 9.1, are the only warranties made by AMF with respect to the products, used alone or in combination with other materials, except the warranties applicable by law. AMF makes no other warranties, either expressed or implied, or arising by custom, trade usage, operation of law, statute or otherwise, and specifically, makes no warranty of quality or merchantability or fitness for a particular use.
9.3       In the case of the express warranty stated in preceding section 9.1, AMF’s liability will be limited to the replacement or repair of defective Products or, in the case of major defects which AMF is unable to replace or repair within a period of 60 days from the notification of such defect by Purchaser, to the reimbursement of any amount paid for by the Purchaser for the defective Products. Costs of return of products to AMF for which purchaser is claiming replacement or repair under warranty will be borne by the Purchaser.
9.4       AMF shall have no liability under the express warranty set forth in the above section to the extent that:

i)    Purchaser has failed to verify that the Product conforms to the specifications and/or samples available from AMF, within one week upon receipt of any Product from AMF;
ii)   Purchaser has failed to report in writing by electronic mail any defect claimed to be breach of warranty within one week upon receipt of any Product from AMF;
iii)  Purchaser has failed to report in writing any defect claimed to be breach of warranty within one week of discovery of such defect, provided such Product’s damage or defect could not have been discovered within three (3) days from receipt despite accurate inspection by Purchaser
iv)  The Products have been damaged, altered by accident, neglect, misuse or other abuse while in control of the Purchaser;
v)   The claimed defect has been caused, in whole or in part, by a person or persons other than AMF or its suppliers.

9.5       Failure of Purchaser to give notice of any claim within the applicable time period specified in preceding section 9.3 shall be deemed an absolute and unconditional waiver for such claim.

10        Force majeure

10.1    In particular, no liability shall result from delay in performance or non-performance by AMF directly or indirectly caused by or resulting from circumstances beyond its control, including, without limitation, acts of God, fire, flood, explosions, riots, wars, perils of the sea, labor difficulties, strikes, equipment failure, government actions or prohibitions, late delivery by suppliers, shortages of raw materials or energy at reasonable cost, traffic stoppages and/or any other difficulties which are beyond the reasonable control of AMF.

11        Compliance with law

11.1    Purchaser agrees that it shall be its responsibility to comply with all applicable laws and regulations relating to Products, once they have been purchased via AMF’s.

12        Intellectual property rights / confidentiality

12.1    All intellectual property rights (copyright, trademarks, patent rights etc.) on or in connection with the Products delivered remain vested in AMF.
12.2    All documents (including offers) and notes handed over by AMF to the Purchaser together with the Products delivered, or otherwise made available to the Purchaser in any form whatsoever, must be treated in strict confidence by the Purchaser and may not be disclosed in any way to parties without prior written consent of AMF.
12.3    Amendments and additions to these Conditions are valid only if they are made in writing. This applies likewise to any waiver of the requirement of the written form.
12.4    Contracts between AMF and the Purchaser and individual rights and obligations resulting there from may only be transferred with the consent of the other contracting party.
12.5    If one or more provisions of these Conditions is/are or become wholly or partially invalid, the remaining provisions shall continue to apply. The contracting parties will agree upon alternative provisions which approximate as closely as possible to the intended content of the invalid provisions.

All contracts shall be governed solely by Swiss law to the exclusion of the conflict of law rules set forth in Swiss international private law and to the exclusion of all international conventions, in particular to the exclusion of Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980). The ordinary courts of Lausanne, Switzerland shall have jurisdiction over any disputes arising out of, or in connection with, orders and deliveries of products of AMF. AMF reserves the right to take proceedings against the Purchaser at his registered office or place of residence.