1. General terms
These are the terms and conditions of the contract under which we sell our products and services (Terms). Some of our products and services are published under software licenses, limited use of the license mark and other written contract terms that you will not find here (Additional terms). You can find the complementary terms in the specific proposal you are requesting, on our website and in the manuals included with our product or service. You can also get a copy from our Customer Service department. These terms, together with our quotation (if any) and the Supplementary Terms, make up the contract between us (as suppliers) and you (as a buyer) of products and services, once your order has been confirmed by us (order acceptance) , either by sending such confirmation in writing or delivering the product or in some other way by initiating an action to deliver what has been requested. The contract is between you and KALSTEIN France SAS, which appears in our budget, confirmation orders or a delivery note. If any condition within the contract documents has conflicts between them, we will give them the following priority: Quotation, Supplementary Terms and, finally, these Terms.
2. Delivery, goods and order.
2.1 We will make sure to meet the delivery date specified in your order, depending on availability and if production times can be applied. In some cases, we make partial shipments. If that happens, we will send you separate invoices with each delivery.
2.2 Once you have placed your order, it cannot be canceled. If you need to delay the delivery date, it would be helpful to contact Customer Service to verify if your shipment could be rescheduled.
2.3 The terms of sale of our products are FOB in our facilities. The products are delivered when we take them from our facilities to a commercial shipping company. At this point, you are responsible for the risks due to loss or any damage. If any product is lost or damaged during shipping, we will try to help you solve the problem with the transport company. However we are not responsible.
3.1 We want you to receive our product in good condition. You can return any damaged or defective product due to a manufacturing defect, by contacting Customer Service within the first 5 days after receiving the product. When you contact Customer Service, we will give you instructions for the return and replacement of the product. If you do not communicate within that 5-day period, the products will be considered accepted, but you will not lose your warranty rights. The authorization for the return of each product has to be approved by the Customer Service and you will get an authorization number to return the goods. Not all products will be authorized for returns. Authorized products must arrive at our facilities in good condition.
3.2 The customized products that we make according to your demands, can be returned if they do not meet your standards. In that case, we will, at our discretion, replace the custom product or refund the price you paid for the products.
The prices of products and services are given when we make our quotes for you. If we do not give you the price with the quotation, the price will be the one that appears in the price list at the time we receive your order. Our prices do not include any type of tariff, customs duties, tax rates or any other government payment that may apply to your order. If they apply, it would be your responsibility to pay them. If we pay them, we will add them to your bill. You are also responsible for standard shipping and handling charges, if any. We will also charge them to your invoice. If you want to know more details about our transport policy, call Customer Service.
You must pay your bill within 30 days from the date of the invoice in the specified currency. Each order is a separate transaction and cannot compensate for the payment of one order with another.
6. Product use and restriction.
You have to use the product according to our instructions. You are solely responsible for ensuring that the way you use the product is in accordance with the law, regulations and government policy. You must obtain all necessary permits and approvals that you may need. It is exclusively your responsibility to ensure that the product is suitable for your particular use.
7. Equipment and services related to the installation.
7.1 When you purchase a device, we can install it and provide you with training, maintenance, repair and any other suitable service that we agree with. We also offer annual service plans. For more details, contact Customer Service.
7.2 If we install or perform an equipment service under your demands, it is your responsibility to ensure where the product is located. It is also your responsibility to move the product (unpack it) at the installation location and under a suitable surface, where it will be installed, and avoid any additional handling. We do not install or perform any service to laboratory equipment in level 3 biosafety laboratories, unless previously agreed in writing. We do not install or perform any service in level 4 biosafety laboratories.
8. Limited warranty
8.1 Limited warranty for the equipment: unless there is a written warranty on the product information, we guarantee that the equipment will be free from defects in materials and workmanship for 12 months (90 days for updated equipment) after its Installation, however, regardless of On the date of installation, the warranty will not last more than 15 months from the date of shipment. We guarantee only the equipment that is used according to our published specifications when shipped. We guarantee that the spare parts you purchase with us and that we have installed or that are installed by a certified company as an installer, are free from defects in material and workmanship for three months from the date of shipment or if it is for more time, the guarantee of the original equipment in which the part is installed. We do not guarantee the parts not acquired or that we do not install.
8.2 Exceptions. Our warranty does not apply to defects or failures caused by (a) external sources such as short circuits or incorrect voltage or hackers; (b) normal wear or breakage; (c) “used” products sold to you; (d) Contact with inappropriate or unapproved chemicals or samples; (f) parts excluded from the guarantee in the Supplementary Terms of the equipment; (g) repair, modification, alteration, installation, uninstallation or transport by any other than us or our authorized person; (h) removal or use, maintenance, storage or improper or unapproved handling, such as failure to follow the guidelines and instructions or operating protocols, operation beyond the established environment or specifications and use of operations with software, materials or other products not approved, (i) manufacturing in accordance with the specifications you indicated, (j) the installation of the software and the interface or the use of the equipment combined with the software or products not approved by us, (j) negligence, an accident or acts of nature
8.3 Management of warranty and solution claims. If a product does not comply with our warranty, you must notify Customer Service in writing as soon as possible if you find a fault during the warranty period. In the event that the claim for a product is made on time, we will replace or repair the product or provide a credit for the price you paid, at our choice, once you have returned the product according to the instructions provided by our Customer Service to the client. If you wish to file a complaint for breach of warranty, you must do so within 90 days after the end of the service. For claims related to the service on time, we will complete the service again or refund the price you paid for the service according to our choice.
8.4 Limitations Our guarantees are exclusively for you, the original buyer and you cannot transfer them. In any case, our responsibility will not exceed the purchase price of the product or service. The guarantees mentioned above are exclusive and we do not make any other type of representation or guarantee, either an implied or express warranty, included without any limitation or implied commercial convenience of the guarantee for a particular purpose of breach or resulting from the use of any product or service, whether generated by any regulation or other legal obligation or the use, negotiation or commercial use, all of which are completely rejected.
9. Third party products.
We do not endorse or guarantee any product manufactured by third parties that you have purchased through one of our sales channels. When you buy a product from a third party, we will inform you that this purchase is regulated by the terms of the third party’s contract. You should directly consult the manufacturer’s support, warranties and how to file a complaint about the warranty.
10. Customized products
10.1 When you request the manufacture of a customized product, for example, an oligonucleotide kit to determine a nucleic acid sequence specified by you, a person or other product that is not ready to use, we may refuse the design or manufacture of that product customized at any stage or manufacturing process if the customized product is inappropriate or not commercially practical to synthesize in that way. If this is the case, we will notify you as soon as possible and you will not be obliged to pay any additional charges for the expenses we have generated in relation to the rejected product.
10.2 When you make a purchase order for a customized product, you declare and accept that (a) you must provide all the information that you have knowledge about any biological, radiological or chemical risk associated with the handling, transport, exposure and other use of the materials that you provide us with and (b) you have the right to carry out the sequence that you need for manufacturing in order for the product to be produced.
11 In relation to the processes, methods or synthesis related to personalized products, any invention (patent or any other), discoveries, improvements, data, knowledge or any other result that is conceived, developed or generated by us or for us or jointly With us it is and will continue to be our sole and exclusive intellectual property, and you will transfer us and assign us all your right, title and interest and at such cost, by insuring and registering our rights in said intellectual property.
11.1 You may not sell, lease, mortgage, transfer or assign any type of instrument that has or needs software for its operation or other use, unless you permanently remove or uninstall it. Our product software licenses are not transferable.
12. Copyright Compensation
12.1 We will defend and compensate you in the presence of any infringement or damage due to an action against you by a third party to the extension of an action based on a complaint that our manufacture and sale of products transgress any patent, copyright, trademark or any other intellectual property right of the aforementioned third party if we really know that intellectual property and the breach or transgression at the time we send the product. This compensation does not apply to complaints based on (i) failures caused by you, failure to acquire any additional applicable rights, the products we manufacture, assemble or label in accordance with your instructions and specifications and other guidelines. You use or resell the product or make modifications for yourself or for a third party. This compensation does not apply to third party products. THIS COMPENSATION IS OUR RESPONSIBILITY WITH YOU AND YOUR AMENDMENT, ANY COPYRIGHT OR RELATED TO ANY PRODUCT. As a condition for this modification, you must notify it in writing as soon as you find a complaint; not admit any responsibility or take any other action in relation to the complaint that may affect the defense; allow us exclusive control of the defense or resolution of claims; and give us information, cooperation and assistance at affordable prices.
12.3 Evasion and cancellation: we want to avoid any complaint about copyright infringement. If we believe that a product could be an objective for a claim for copyright infringement, you will allow us to enter our option and our expenses, either by assuring you the continuous use of the product; (b) replace the product with an appropriate one and with similar functionality; or (c) ask you to return the product to reimburse the purchase price you paid. In the case of the instruments, we will deduct a reasonable amount for the use, damages and obsolescence of the instrument.
13. Limitations of liability
13.1 AT THE MAXIMUM LIMIT PERMITTED BUT THE LAW, WE WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING WITHOUT LIMITATION BY CONTRACT, NEGLIGENCE, OBJECTIVE LIABILITY FOR ANY DAMAGES OR ANY INDEPENDENT WARRANTIES, PARTICULAR DAMAGES, PERMITTED PERFORMANCE PERMITTED, EFFECTIVE PAYMENT , BUSINESS LOSS, FINANCIAL LOSS OR LOSS OF INCOME) THAT MAY BE COMMITTED TO THIS CONTRACT LIMITED TO THE AMOUNT PAID FOR THE PRODUCT OR SERVICE PURCHASED, HOWEVER, THIS PROVISION DOES NOT LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY DUE TO PERSONAL INJURY, FRAUD OR REPRESENTATION FRAUDULENT OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY LAW.
13.2 DATES AND DELIVERY HOURS ARE ONLY THE ESTIMATES AND WE WILL NOT BE LIABLE (BY CONTRACT, HAPPINESS, INJURY OR ANY OTHER) FOR ANY LOSS, EXPENSES, CLAIMS OR DAMAGES CAUSED BY A LATE DELIVERY.
14. Export control.
The products and information you receive from us are restricted to the local export control laws and regulations of the United States of America and the European Union. You may not, directly or indirectly, sell, export, re-export, transfer, divert or otherwise have at your disposal the information product (including products derived from or to our products or information) to any destination, entity or person prohibited by the Laws and regulations of the United States of America or of the European Union.
15. The complete contract.
15.1 The contract represents the entire agreement between you and us in relation to the products and services we offer and takes place for any other prior agreement between us (either in writing or verbally). Any other of your additional or different terms and conditions that you can provide us with is an alternative material and we reject it. Our product sales offer and the performance of our services are expressly limited in the terms of the contract. If you send a purchase order and another document for the purchase of products and services, whether or not you respond to a quote, you will be deemed to accept the contract, except for (a) any other term or condition that appears or has been delivered and (b) any agreement suggested during the execution, negotiation, use or coexistence agreement. The contract cannot have amendments or modifications unless you and we express it in writing.
15.2 We reserve the right to change these terms at any time. Any change to these terms will not apply to a contract between us for any order received before the contract changes.
16 We are not responsible for not fulfilling our obligations under this contract to points caused by circumstances beyond our reasonable control. In certain situations, we could use our good judgment and make an equitable distribution of the product available later among our customers.
16.1 Our breach in the exercise of any right under this contract is not a waiver of our rights for damages for your contractual violation and is not a waiver of any other subsequent violation. If any provision or part of the contract is considered invalid or unenforceable by any court of competent jurisdiction, such disability or unenforceability will not affect other provisions of the contract. No one but you and we will have any rights under this contract. These titles are for convenience only and will not be used for the interpretation of these terms.
16.2 You agree to keep confidential any unpublished technical information (including prices, without limitations) or instructions (including gene sequences, logos or sequences) received from us as a result of discussions, negotiations and other communications between us regarding our products or services .