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Terms and Conditions


NEMIS Technologies AG
Riedhofstrasse 11

All orders are subject to approval and acceptance in writing by NEMIS Technologies AG ["Seller"], at Seller's offices in CH-Au BBOL.J Switzerland.
Acceptance of orders is based on and subject to the express condition that any person or legal entity that buys any product of NEMIS Technologies AG ["Buyer"] agrees to all provisions of the terms and conditions contained herein [the "Terms and Conditions"]. Acceptance of delivery by Buyer shall constitute Buyer's assent to the Terms and Conditions. The Terms and Conditions, together with the terms on the written confirmation of order issued by Seller [whether in hard copy or in electronic format] [the "Order Confirmation"], represent the complete agreement [the "Agreement"] between Seller and Buyer [collectively the "Parties"], and no terms or conditions in any way adding to, modifying or otherwise changing the provisions stated herein, including by custom, usage of trade or course of dealing or performance, shall be binding upon Seller unless made in writing and signed and approved by an officer of Seller. No modification of any of these terms shall be affected by Seller's shipment of goods following receipt of Buyer's purchase order, shipping request or similar forms containing terms and conditions conflicting or inconsistent with the terms herein. Seller does not provide any change control notifications unless otherwise agreed upon.
The goods sold hereunder are products of NEMIS Technologies AG [the "Products"]. The relevant prices for the Products are the prices quoted in the Order Confirmation [the "Prices"]. The Prices quoted elsewhere such as in advertisements, mailings, catalogs etc. are non-committal and non-binding. Except as provided in Seller's quotation, all Prices are subject to adjustment, without notice, to Seller's prices in effect at the time of shipment The Prices are quoted net ex works CH-BOOL.J Au and do not include VAT. or other taxes [see paragraph BJ, insurance fees, freight costs, custom duties, costs for customized packaging or other shipping related costs unless stated otherwise in writing. Any increase in transportation rates or any changes in routing resulting in an increase in transportation costs shall be paid and borne by Buyer.
Discount, if any is indicated, shall apply only on the amount of the Prices net of any deductions, including, but not limited to, any deductions for any transportation charges and taxes thereon, unless otherwise specified, and shall be allowed only if taken within the time stated, and provided there are no past due items.
All amounts due shall be paid net of any set-off and counterclaims in the currency of the quoted Price at Seller's offices in CH­ BBOL.J AU , Switzerland, within thirty [30] days after the Products are invoiced unless otherwise agreed. A service charge of the lesser of two point five percent [2.5%] per month or the maximum permissible rate shall be added to all past due amounts.
All orders for Products with lead-times are subject to the successful production of such Products and Seller reserves the right to cancel such orders. Seller and Buyer hereby acknowledge that time is not of the essence under this Agreement and any delivery deadlines and/or schedule are approximate and non binding. Failure by Seller to meet any delivery deadline and/or schedule does not constitute a cause for cancellation and/or for damages of any nature. Seller is authorized to make partial deliveries. All delivery obligations of Seller are subject to "while stocks last"; therefore, Seller is entitled to cancel or withdraw from this Agreement when available stock has run out Delivery shall be made in accordance with the INCOTERMS 2020 subject to FCA - Au ZH [Switzerland] conditions, unless another mode of transport has been agreed upon between the Parties.
All taxes and excises of any nature whatsoever, now or hereafter, levied by governmental authority, whether federal, cantonal, local or foreign, either directly or indirectly, upon the sale or transportation of any Products covered hereby, shall be paid and borne by Buyer.
Buyer shall not be permitted to use the source code of the Software of any software provided, for example the NEMIS Data app. Seller makes no representations or warranties of any kind of nature, nor shall seller have any liability with respect to any third party software or third party license. NEMIS instruments shall not be modified or altered in any way.
Seller warrants that at the time of sale, the Products are free from defects in workmanship and materials under normal conditions of use. Seller warrants that at the time of sale, the Products are in accordance with Seller's published specifications agreed to by Seller in writing at the time of sale. The foregoing warranty is in lieu of and excludes all other warranties not expressly set forth herein, whether express or implied by operation of law or otherwise, including but not limited to any implied warranties of merchantability or fitness. No representative of Seller or any other person is authorized to assume for Seller any other liability in connection with the sale of Products. Seller's liability hereunder and Buyer's sole remedy hereunder for a breach of warranty in any case is expressly limited, at Seller's election, to replacement [in the form originally shipped) of Products not complying with this Agreement or to the repayment of, or crediting Buyer with, an amount equal to the Price of such Products. NEMIS will use its best efforts to supply with Products having a remaining shelf life of 3 months.
All Products are explicitly not intended to be used in foods and/or cosmetics and/or drugs and/or vaccines and/or medicinal [including veterinary) diagnostics and/or medical devices and/or consumer products of any kind unless explicitly stated otherwise. Customer agrees to comply with all applicable laws and regulations when using, maintaining, or disposing of the Products. Customer acknowledges that Consumables and Instruments are specifically designed and manufactured to operate together. Customer agrees that it will only use Consumables with Instruments. Customer will store Consumables in accordance with Seller's storage and handling instructions [or, absent such instructions, in accordance with generally accepted industry customs and standards), including all temperature and climate control standards and other regulatory requirements.
Any claim by Buyer with reference to the Products for any cause shall be deemed waived by Buyer unless submitted to Seller in writing [i) in the case of damage to packaging or failure of Products to fulfill specifications of Products that are detectable by visual inspection immediately after delivery of the Products to Buyer's facility, but in no event later than twenty-four (21.j) hours within the time of delivery of the Products to Buyer's facility; and [ii) in the case of failure of Products to fulfill specifications of Products that are detectable only by testing of the Product in no event later than ten [10) days within the date of delivery of the Products to Buyer's facility. For any valid claim made, Seller may elect to repair or to replace the Product with a comparable Product or to refund the purchase price of the Product. These are Customer's sole and exclusive remedies for defective, damaged, or missing Products.
Seller reserves the right to require payment for any shipment hereunder in advance, or satisfactory security if the financial performance or credit worthiness of Buyer is, at the sole discretion of Seller, unsatisfactory to Seller. Such security includes, but is not limited to, execution by Buyer of a promissory note, security agreement, financing statement and/or personal guaranty. If Buyer fails to make payment in accordance with the Terms and Conditions or otherwise fails to comply with any provision of this Agreement, Seller may, at its option [and in addition to any other remedies), cancel any unshipped portion of this order. In such event, Buyer shall remain liable for all unpaid accounts.
Seller shall use all reasonable efforts to comply with Buyer's requests as to method of shipment, but Seller reserves the right to use an alternate method of transportation or route of shipment if substantial delay might otherwise occur. In such cases Seller shall notify Buyer of such changes as soon as reasonably possible. Customer shall be responsible for obtaining all necessary import or export licenses or permits for the Products. Seller will not be liable for any failure or delay in shipping.
Any shipments returned to Seller as a result of Buyer's unexcused delay or failure to accept delivery shall require Buyer to pay all additional costs incurred by Seller.
Products cannot be returned, and orders once accepted cannot be cancelled, without Seller's prior written consent and a return authorization number.