General Terms and Conditions of OMNI Life Science GmbH
- These general terms and conditions (“GTC”) apply to the business area of OMNI Life Science GmbH, Laufenstrasse 90, 4053 Basel (hereinafter being referred to as “OLS”).
- OLS sells laboratory instrumentation, analysis kits, reagents and consumables exclusively to customers in Switzerland and Liechtenstein.In addition, OLS carries out service and maintenance work as well as repair service for the laboratory instrumentation for Swiss and Liechtensteiner customers and can also qualify the laboratory instrumentation according to GLP / GMP and VDE.
- These general terms and conditions (GTC) apply exclusively to all purchase, work and supply contracts for which OLS is a seller, contractor, work supplier or agent, as well as for any other services that OLS provides for its customers.
II. Purpose and General Disclaimer
- The devices, analysis kits and reagents distributed by OLS are intended for life science research and may only be used for research purposes.
- Any other use of the devices, analysis kits and reagents sold by OLS is not permitted.
- If the devices, analysis kits and reagents are used elsewhere in contrary to section II.1., e.g. for diagnostic procedures or for quality assurance in production, is this contrary to the contract and OLS expressly rejects any liability for any damage that may arise or occur in this context, both with the contract partner of OLS or with third parties.
III. Conclusion of Contract
- The quotes from OLS are non-binding, unless they are expressly designated as binding or have a time limit.
- Oral orders placed by the customer only become binding after written confirmation or delivery in connection with an invoice.
- A contract is only concluded by a written order confirmation by OLS or by an order realisation by OLS.
- Unless otherwise provided, all prices are in Swiss Francs (CHF) and exclusive of Value Added Tax (VAT) or any other applicable taxes.
- Unless stated otherwise in a quote, in an order confirmation or in price lists, prices are “ex works”, i.e. excluding transport, packaging, insurance, export, import, customs and any other costs.
- Any applicable installation and instruction costs are listed in the quotes.
V. Minimum Order Value
- The minimum order value is CHF 300.–. OLS delivers free of charge from an order value of CHF 1’000.–.
- Dry and wet ice shipping will be invoiced at net cost price.
VI. Terms of Payment
- Customer service and repairs are due for payment immediately without any deductions.
- Unless stated otherwise in the order confirmation or quote, invoices are payable without deduction within 10 days of the invoice date.
- OLS reserves the right to set different payment terms in individual cases, in particular to request down payments or prepayment.
- The fulfilment of payment obligations occurs on the day the money is received by the OLS’s bank. All payments have to be sent clear from any charges and postage.
- If an invoice is not paid within the aforementioned payment period, the customer will be reminded. If the customer does not pay the invoice within the set reminder period, he shall be in default without further notice. From the time of the default, the customer owes default interest of 5% and the compensation for further default damage.
- Offsetting the invoiced amount against any claim by the customer against OLS is not permitted.
- OLS has the right to refuse delivery of ordered products or provision of agreed services in the event of late payment.
VII. Delivery and Transfer of Risk
- The delivery date specified in the order confirmation is non-binding, but determined taking all known facts into account. Accordingly, no claims for withdrawal or compensation can be asserted if the delivery period is exceeded.
- OLS is entitled to make partial deliveries if they do not fall below the reasonable minimum size.
- If no separate agreement has been made, the type of dispatch is at OLS’s discretion.
- OLS products are sent to the customer in his name and at his risk. OLS is not liable for the risk of loss of the goods, damage to the goods or damage to property and people caused by the goods during transport.
- Force majeure and strikes, lockouts, operational disruptions for which OLS is not responsible, lack of raw materials and operating resources, delayed delivery or non-delivery by upstream suppliers or additional and changed services requested by the customer change the delivery time accordingly and shall release OLS from the obligation to deliver, if delivery becomes impossible as a result.
- OLS is neither liable for the circumstances described if they occur during an already existing delay.
- In the aforementioned cases in section VII.5. OLS is entitled to withdraw from the contract.
- This also applies if OLS does not receive the delivery item despite the prior conclusion of a purchase contract. OLS will inform the customer immediately of the lack of availability and, if OLS wishes to withdraw from the contract with the customer, exercise the right of withdrawal immediately. Any advance payments made by the customer will be refunded immediately.
- If the customer is in default of acceptance, he is obliged to pay the purchase price. OLS can have the goods stored at the expense and risk of the customer if the claims for performance are maintained.
VIII. Retention of Title
- The delivered contractual products remain property of OLS until all claims of OLS from the business relationship with the customer have been paid in full.
- OLS reserves the right to have this contract entered in the retention of title register at the debt enforcement office at the customer’s place of residence or registered office.
- Customer is not entitled to sell, pledge, transfer the contractual products under retention of title as security or to make any other disposition that endangers the property of OLS.
- Customer is obliged to treat the contractual products under retention of title carefully for the duration of the retention of title.
- If the customer is in arrears with payment to OLS, OLS can, after unsuccessful setting of a reasonable grace period, take back the contractual products that are subject to retention of title and, after a timely warning, use them for the purpose of satisfying due claims against the customer.
- In this case, the customer is obliged to give OLS immediate access to the contractual products that are subject to retention of title and to release them.
- OLS guarantees that its products are free from defects in material and manufacture.
- OLS products correspond to the descriptions in their catalogues, technical data sheets or other product documentation provided to the customer.
- Quantities, descriptions, representations, quality descriptions and advertising statements etc. do not constitute any guarantees, unless OLS expressly declares a guarantee in writing.
- OLS does not guarantee that the delivered products correspond to the contractual and intended use requested by the customer.
- The description of products in catalogues, analysis reports and other documentation from OLS only serves the exact description and definition of the products. The above descriptions are not to be understood as an assurance of properties. An assurance requires the prior written confirmation of the management of OLS with the explicit reference that a certain property shall be guaranteed.
- Devices, reagents and kits supplied by OLS are intended for use in scientific research. Use for diagnostic and human medical purposes is only permitted with the prior written consent of the company. Otherwise section III. of these terms and conditions applies.
- Customer is obliged to examine the delivered products immediately at his own expense and to notify OLS immediately in writing of any defects, incorrect deliveries or shortages. There is an exclusion period of one week from the receipt of the delivery for the notification. Hidden defects must be reported to OLS in writing immediately after their discovery.
- Any defects in a partial delivery entitle the customer to reject the rest of the agreed delivery only if the customer can provide evidence that it is unreasonable for him to accept the partial delivery, taking all circumstances into account.
- Damage caused by external influences, improper handling, poor operation, normal wear and tear or corrosion are excluded from the warranty. This applies in particular if defects arise as a result of the delivered product not being operated or maintained in accordance with the operating instructions, or if replacement, disposable or consumable materials other than those recommended by OLS are used.
- Customer’s warranty claims due to defects in the purchased goods are fundamentally limited to the right to rectification or replacement delivery. The customer reserves the right to a reduction or conversion if the rectification or replacement delivery fails. Further claims, especially claims for damages, are excluded.
- Warranty claims due to defects in the purchased item expire one year after delivery to the buyer.
- Liability for any indirect damage and consequential damage is excluded in full.
- Liability for direct damage is limited to the sum of the products or services purchased from the customer. This limitation of liability does not apply to direct damage caused by gross negligence or intent.
- Any liability for auxiliary persons is completely excluded.
- The regulation of section X.1. and X.2. extends to compensation, in addition to performance and compensation instead of performance, regardless of the legal reason, in particular due to defects, the breach of obligations from the contractual relationship or from an illegal act. It also applies to claims for reimbursement of futile charges.
- The customer is obliged to report any damage to OLS immediately.
XI. Action of Return
- The return of proper goods requires a prior consent of OLS.
- In case of return, OLS will charge 10% of the value of the goods or/and minimum of CHF50.00 for handling charges.
- The customer bears the transport costs when returning proper goods.
XII. Data Security
- OLS may process and use the data included as part of the contract to fulfil the obligations under the contract.
- OLS takes necessary actions to secure the data in accordance with the legal regulations.
- The customer fully agrees to the storage and use of his data by OLS in accordance with the contract and is aware that OLS may be obliged and authorized to disclose information about its customers or third parties if ordered by courts or authorities.
- Apart from that OLS will only process and use the personal data obtained in the course of business in accordance with the provisions of the relevant data protection legislation.
XIII. Protection and Rights of Use
- OLS does not guarantee that the use or sale of the delivered products does not violate national or international protection and usage rights. Accordingly, the customer must convince himself, when using or reselling, that such third-party rights are not violated. Claims for compensation against OLS are excluded to this extent.
- The customer obligates to release OLS from all claims for damages by third parties due to any violation of property rights and rights of use resulting from the customer’s actions.
XIV. Place of Fulfilment
For the customer’s payment obligation, Basel-Stadt is the place of fulfilment, for the delivery of contractual products or the provision of services, it is customer’s shipping warehouse or its registered office.
- These general terms and conditions can be changed by OLS at any time.
- For customers the version of the general terms and conditions applies, which is in force at the time the contract is concluded, unless the customer has approved a newer version of the general terms and conditions.
These terms and conditions take precedence over all older regulations and contracts. Only regulations from individual contracts that still specify the regulations of these terms and conditions take precedence over these terms and conditions.
XVII. Severability Clause
Should one or more regulations of the contract concluded between OLS and the customer be or become ineffective for any reason, the effectiveness of the remaining regulations of the contract remains unaffected. The ineffective regulation will be replaced by the effective one that comes closest to the purpose intended by the parties at the time the contract was concluded. The same applies to a gap in the contract.
XVIII. Choice of Law and Place of Jurisdiction
- These terms and conditions are subject to Swiss law. Swiss law applies to all disputes arising from contracts, deliveries and services by OLS.
- Unless mandatory legal provisions apply, the courts at OLS’s headquarters are responsible for assessing any disputes.