General Conditions of Sale
for BMA Biomedicals as a division of Chemoforma AG
1. Principles and scope
1.1 The following terms and conditions of sale and delivery apply to all the sales activities of BMA Biomedicals as a division of Chemoforma AG (hereinafter BMA) unless agreed otherwise in writing.
1.2 BMA reserves the right to provide for the delivery of products through a company of its own choice.
1.3 With the placement of an order, the buyer agrees to accept the following conditions. Additionally, BMA is not bound by the purchasing conditions of the buyer, even if such disagreement is not made explicitly. Only the BMA conditions of sale are applicable, even if an order contains addenda or statements that are worded differently or provide for further conditions.
2.1 Prices are generally quoted in Swiss Francs (CHF), but may be quoted in US Dollars or EURO at customer's request. Prices do not include value added tax and/or sales tax. As a rule, all prices include the inner and outer packaging.
2.2 If for any reason the prices in BMA's printed catalog vary from the prices published on the BMA website (www.BMA.com), then the prices on the BMA website shall prevail.
2.3 BMA reserves the right to add a surcharge for custom orders and/or for any shipment made on blue ice or dry ice.
2.4 Shipping and handling charges apply to all shipments.
2.5 All prices are subject to change without notice prior to confirmation of an order, but no product will be shipped at increased prices without prior notification.
2.6 BMA reserves the right to charge a fee on returned goods for re-assaying and restocking.
2.7 BMA reserves the right not to fulfil orders in the unlikely event the product can no longer be made or if the customer has not paid previous invoices.
3. Placement of orders
3.1 Orders may be placed by telephone, fax, e-mail, letter or online through BMA's website.
3.2 Offers and orders placed verbally or by electronic transmission shall only become legally binding if they have been confirmed by a purchase order number from BMA.
3.3 Orders received by BMA are firm and binding for the buyer and do not release the parties concerned from their obligation(s) to deliver or to accept delivery, nor release them from their financial obligations towards BMA.
4. Delivery and acceptance
4.1 Catalogue products are shipped within one working day after receipt of payment, or at the date mutually agreed upon. Custom preparations are shipped as soon as possible, after customer approves of the shipment date suggested by BMA.
4.2 Delivery terms may vary from country to country. For details check with the BMA shipping department at firstname.lastname@example.org or phone +41 61 811 6222.
4.3 Agreed delivery deadlines refer to the shipment date of the goods. If the delivery deadline is exceeded, the buyer shall specify an appropriate period for acceptable late delivery of the shipment.
4.4 BMA's liability in respect to non-fulfilment or delay of delivery shall be limited to the invoice value of the goods.
4.5 BMA's obligation to deliver shall be suspended so long as the buyer is in arrears with respect to his commitments.
4.6 Operational disruptions, shortfalls or failures in delivery on the part of our suppliers, shortages of raw materials, power supplies and / or manpower, strikes, lockouts, problems in procuring means of transport, obstructions to traffic and incidents of "force majeure" exempt the party concerned from the obligation to deliver or to accept delivery for the duration of the disruption and for any consequential damages arising therefrom, but shall not exempt such party from any financial obligations arising from any goods or services already supplied.
5.1 BMA guarantees the purity, identity and content of the delivered products according to the results of the analytical data sheet of the lot in question. However, it remains the sole responsibility of the buyer to determine the suitability of all materials for any intended or specific purpose prior to use. BMA makes no warranty regarding the application of its products for an intended or specific purpose, unless previously expressly agreed in writing.
5.2 The buyer shall test the goods immediately upon receipt to determine whether the condition and quantity of the goods conforms to the applicable contractual agreement. Complaints about deficiencies which are detected at the time of testing of the product must be lodged within 8 days of receipt of the goods. The complaint shall be submitted in writing with the name of the product, lot number and invoice number.
5.3 If the buyer lodges a complaint of deficiency or of inconsistency in good time, and if the complaint is justified, the buyer is entitled to a free replacement of the product in question. If the replacement delivery is also non-conforming to the prior contractual agreement, then the buyer has the right to demand the revocation of the contract.
5.4 Products which are the subject of complaint may be sent back only with BMA's agreement. Shipping arrangements for the return must be agreed upon by BMA in advance.
5.5 BMA's liability is limited in each case to the value of the supplied goods.
6. Use and liability
6.1 BMA expressly emphasises that its products are intended for laboratory and research purposes only. BMA therefore supplies such products only for the purposes of public research, experimental and teaching institutes, technical facilities and pertinent industrial units. Any exceptions are appropriately labelled.
6.2 BMA expressly forbids the distribution of dangerous substances to private persons. BMA also draws attention to the fact that the absence of a hazard warning sign does not indicate that the product concerned is harmless. BMA shall therefore not accept any liability for damage that could arise from the inappropriate handling or from any use in household applications or in humans and animals. BMA shall likewise not accept any liability for damage that arises from handling or storage of the products.
6.3 If national or international laws or regulations are applicable to any shipment, including delivery, storage, processing or trading with certain products, then these shall be appropriately observed by the buyer.
6.4 All information contained in catalogs, brochures, publications and other printed or electronic media is compiled to the best of BMA's knowledge. BMA hereby disclaims any liability for any possible errors or misprints.
7. Proprietary rights
7.1 The products shall be supplied in each case subject to proprietary rights.
7.2 The supplied goods remain property of BMA until full payment of the purchase price, including secondary claims, has been made. In the event of the supplied goods being used to create a new product, the proprietary rights remain with the vendor.
7.3 If the buyer fails to meet his financial obligations despite appropriate notices, BMA reserves the right to withhold any further deliveries to the buyer.
8. Terms of payment
8.1 Unless otherwise agreed in writing, BMA's invoices are payable within 30 days from the invoice date without deduction. Payment can be made by credit card, bankiers cheque or money transfer. Overdue accounts are subject to a 1.5% monthly service charge (18% annual, or the highest possible rate according to applicable law).
8.2 Discount deductions on invoices are not allowed. Reductions in our invoices may not be made without a credit invoice or note and if made without a credit invoice or note, shall be considered a late or short payment.
8.3 BMA may request prepayment or other securities as it sees fit.
9. Patent claims, protection rights, consultancy
9.1 With any purchase, the buyer acquires the product but no other rights associated with it. In particular, BMA remains in possession of all intellectual property rights related to the manufacturing and composition of the product.
9.2 The use of trademarks in offers does not provide for the use of such trademarks. Permission for such use must always be obtained from BMA by the buyer in advance and in writing.
9.3 BMA does not offer any guarantee that the use or resale of our products will not violate patent rights of third parties.
9.4 BMA agrees to offer its customers technical support to the best of its knowledge. All proposals by the vendor for the use, application or suitability of the products shall not be interpreted as an explicit guarantee of success.
10. Data protection
10.1 Data arising within the context of the contractual relations are kept on file.
10.2 Sensitive data such as credit card numbers are permanently erased or physically destroyed within 72 hours after receipt of payment. Credit card payments over the internet are available through specially protected secure connections. BMA supports a professional protection of its hard- and software that includes up-to-date firewalls and antivirus software.
10.3 The data shall be handled in conformity with the provisions of the local protection acts.
11. Applicable laws, domicile, and venue
11.1 Swiss law shall be applicable and the venue for any legal disputes shall beLiestal,Switzerland.
11.2 If a provision in these conditions of sale or a provision in the context of other agreements are or become legally unenforceable, only that provision shall become null and void and all remaining provisions shall remain enforceable and in effect.
Augst, July 18th, 2012
A Division of Chemoforma AG
CH - 4302 Augst (Switzerland)
Phone: +41 61 811 6222
Fax: +41 61 811 2803