The following terms and conditions and any supplementary statute shall apply exclusively to all supplies made by éolane COMBREE - Nanolane quoted below Nanolane. Any Sales Terms and Conditions of business of the customer which conflict with or differ from these Sales Terms and Conditions of Supply and supplementary statutory law shall not be recognised unless we have given our express written consent thereto. Execution of an order does not constitute such consent. If you shop at nano-microscopy.com, you accept these conditions.
Offers and conclusion of agreement
A customer's order shall not be deemed to have been accepted until confirmed by us in writing; until confirmed, any offer made by us shall not be binding. Any additions, amendments or collateral agreements made by telephone, orally or otherwise shall not be valid unless confirmed by us in writing. For immediate deliveries the invoice shall constitute the confirmation of order.
The delivery dates stated by us (periods and dates) shall only be binding if we have expressly confirmed them as binding in the confirmation of order. Binding delivery dates shall be extended by a reasonable period if we are prevented from meeting the delivery time owing to circumstances for which we are not responsible (in particular force majeure, industrial action, strike, official instructions, lack of raw materials or unavailability or unsuppliability of merchandise or other unforeseeable circumstances which were not caused by fault on our part). If a delivery becomes impossible for reasons which fall within our sphere of responsibility or if we fall into default and have not delivered by the time a reasonable extension has expired the customer is entitled to withdraw from the agreement. This shall have no effect on the right to demand compensation for the delay or inability to supply. Any duty to render compensation on our part shall be based solely on the liability section.
Prices, despatch and packaging
Unless otherwise agreed the prices quoted are Ex-Works (ex our business) premises Montfort Le Gesnois, France. All prices, including those stated in the order confirmations, shall only be deemed to be fixed prices provided the parity of the Euro does not alter with regard to other currencies. Should there be any perceptible fluctuations we may increase the confirmed prices. If we are not to render our performance until at least four months after conclusion of the agreement we reserve the right to adjust our prices owing to alterations in wage and materials costs. Should there be a price increase which considerably exceeds the rise in the general cost of living in the period between order and despatch the customer is entitled to withdraw from the agreement.
Unless otherwise agreed the customer shall bear the costs of despatch or supply and of packaging. This also applies to return shipments of the goods or the packaging.
Passage of risk
The risk passes to the customer on despatch of the goods. Despatch and any return shipment of goods shall be effected at the risk of the customer. This also applies in cases where we depart from instructions of the customer regarding the means of despatch, even if there are no urgent reasons for this, or where we despatch the goods using our own means of transport and/or members of our own staff.
We shall insure our shipments against transport damage; to this extent we, therefore, do not provide compensation. The sender shall bear the risk for return shipments of any type.
Our invoices shall be due for online immediate payment unless a different period for payment is stipulated in the invoice. Discounts are only granted subject to written confirmation. The customer shall make payments at our domicile at its own cost and risk. The customer is only entitled to pay with the means available online, on his quotation page. Costs of collection and discount charges shall be borne by the customer.
The customer shall only be entitled to retain payments or to set-off with counterclaims to the extent that its counterclaims are undisputed or final and absolute.
In the event of default and overstepping of the term of payment we are entitled to charge interest of 8% above the respective basic interest rate.
Reservation of title
The goods shall remain our property until the purchase price (including all secondary claims) and all claims from the business relationship between us and the customer at the time the purchase agreement was concluded have been paid in full. If the customer erects the goods in its premises the goods shall be deemed to be accessories and title shall not pass to the owner of the respective premises or property.
The sale, pledge, transfer by way of security, lease or any other impediment regarding the reserved goods by the customer shall be subject to our prior written consent for such time as reservation of title continues to exist. The customer shall notify us immediately in writing of any claims by third parties on the reserved goods, in particular by way of pledging, contractor's lien, or seizure, and alert third parties to the existence of the reservation of title. If the third party is unable to reimburse the costs of a successful third party claim pursuant to French Commercial Code, the customer shall be liable for the damages incurred hereby.
The customer hereby assigns its claims arising from resale to us for the eventuality that the goods are resold. The customer is entitled to collect the claims in its own name. However, it is obliged to pay us the proceeds collected in the amount of our claims against the customer.
If the value of the securities granted to us by the customer exceed our claims by more than 20% for a period which is not merely temporary at the request of the customer we are obliged to release securities of up to 120% of the realisable value.
For an export delivery where the above retention of title provisions are not valid under the law of the country to which the goods are to be exported or should amendment or registration be required for them to be valid, the customer is obliged to take whatever action is necessary under the law of the country to which the goods are to be exported to bring about valid retention of title in our favour. If this is not possible under the law of the country to which the goods are to be exported the customer is obliged to provide us with an alternative adequate means of security.
We reserve title and copyright in drawings and other documents. Before passing such documents to third parties the customer shall obtain our express written consent.
The licensing of the customer's rights in the software associated with our products shall be covered by a separate agreement.
Notification of defects
The customer shall inspect the goods received for defects without undue delay. Obvious defects shall be reported to us in writing within a ten-day period. If the customer fails to report a defect within this period the goods shall be deemed to have been accepted. Defects which could not be detected despite careful inspection must be reported to us in writing without undue delay after their detection. Otherwise the goods shall also be deemed to have been accepted with regard to these defects.
We shall not be liable for public statements made by us, by the manufacturer of components or its agents concerning the properties of the goods supplied, if and in as far as the customer is unable to prove that these statements influenced its decision to conclude the purchase agreement with us, if we did not know and could not be expected to know the statement or if the statement had already been corrected at the time the agreement was concluded.
We shall not be liability for insignificant defects. These are defects which only impair the contractually agreed properties of the goods or the use specified in the agreement or the normal use of the goods to an insignificant extent and which disappear by themselves within a short period or which can be eliminated by the customer itself at little expense. Liability for normal wear and tear is excluded.
If the goods are defective at the time of the passage of risk, we are entitled at our discretion to supply new goods (substitute delivery) or to remedy the defect (remedy of defect). If the remedy of the defect or the substitute delivery fails or if the customer has set us a reasonable extension which has expired without success the customer may demand a reduction in the price or withdraw from the agreement. Rectification cannot be assumed to have failed until we have made three unsuccessful attempts.
Warranty is excluded if the customer has treated the goods in a manner which does not comply with our specifications or in an improper manner or if it has overused them, if the goods have been assembled incorrectly or commissioned incorrectly by the customer or third parties or if the customer or a third party has modified or repaired the goods without our prior consent; in the event of defective assembly this shall not apply if the defect was the result of errors in our assembly instructions. The customer shall prove that an error was not caused by one of the above circumstances. This shall not affect French Commercial Code.
Warranty claims shall become statute-barred within a period of one year as of supply of the goods to the customer.
Claims for compensation and for the reimbursement of expenses on the part of the customer are excluded unless due to intent, gross negligence, injury to life, the body or health or a violation of essential contractual duties.
The amount of a claim for compensation on the grounds of violation of essential contractual duties, for initial inability or for fault on the part of vicarious agents is limited to the total amount of the remuneration due under the agreement from the customer and, as a maximum for all damage incurred as a result of the agreement, to EUR 100.000 (maximum liability threshold). This also applies to liability of our legal representatives, employees and vicarious agents.
If the customer is entitled to claims for compensation under this clause such claims shall become statute-barred after a one-year period. This does not apply to claims for compensation from tort, which are subject to the statutory limitation period.
Choice of law, place of performance, place of jurisdiction
All contractual agreements shall be subject to French law excluding the United Nations Convention on Contracts for the International Sale of Goods.
Place of performance and jurisdiction shall be Angers, France.
If one or more provisions of Sales Terms and Conditions of Supply should be or become invalid in whole or in part this shall not affect the validity of the other provisions. The invalid provision shall be replaced by a valid provision which, as far as possible, shall reflect the economic and legal purpose of the invalid provision.