General terms of delivery and sale Poly Temp Scientific B.V.

1. Applicability

These terms are applicable to all oral or written offers and all agreements, supply, installation and/or revision activities done by Poly Temp Scientific B.V. (hereafter to be named “Poly Temp”) and its customers.

 

2. Acceptance

The customer accepts these terms by the placing of the order with Poly Temp. The applicability of terms originating from the customer is excluded, unless otherwise agreed upon in writing.

 

3. Offers

All oral and written offers are issued completely free of engagement.

A price in a price list or otherwise published is not binding.

 

4. Agreement

An agreement between the customer and Poly Temp is effected only through the written confirmation by Poly Temp of the order given by the customer.  Alterations are only valid if they have been agreed upon in writing.

 

5. Delivery Time

If a delivery time is agreed upon, this commences on the day of written confirmation by Poly Temp of the order given by the customer.  If it is arranged that the customer must pay a part of the price at the time of the giving of the order, the delivery period commences on the day of receipt of the payment due.

 

6. Prices

Unless otherwise stated, the price named in the order confirmation is levied for carriage paid delivery in the Netherlands to the central place of receipt of the customer at the address stipulated in the order confirmation. Transport from the central place of receipt to the place of installation is at customer’s own expense and risk.  Premium for the insurance of the transport to the address of the customer is not included in the price.

 

7. Installation

1. Unless explicitly otherwise agreed upon, the connection and putting into working order of the supplied goods will be performed by the customer in full compliance with the installation instructions. Poly Temp will neither be liable for damage which is caused by non compliance with installation instructions, nor for

a. damages, malfunctions or failure from abuse, accident, fire, flood and the like:

b. parts installed with the unit or used in connection with normal maintenance, such as cleaning or replacing air filters, refrigerant, tubing or thermostats;

c. damages, malfunctions or failures caused by the use of any attachment, accessory or component not authorized by the manufacturer or Poly Temp; or

d. units removed from the original installation location.

2. If it has been arranged that the installation shall be performed by Poly Temp, the customer will ensure the following at own expense:

a. preparation of the place of installation with consideration for the instructions thereto of Poly Temp;

b. the timely presence of all possible necessary permits and  information which are necessary for the installation;

c. the access of the personnel of Poly Temp at agreed upon periods of time to the areas where the installation must take place. Additionally, the customer must ensure that the installation can commence immediately and can be completed without interruption.

d. the presence at the place of installation of a connection to the electric mains, in working order and of the agreed upon current.

3. All costs made by Poly Temp due to non-compliance by the customer of that which is specified in paragraph 2 of this article, may be charged to the customer by Poly Temp.

4. If it is agreed upon that the installation shall be performed by Poly Temp, Poly Temp can instruct its agent or a third party to carry out the installation.

 

8. Inspection and acceptance

1. The customer will inspect the delivered goods immediately after delivery of the machine(s) to the address agreed upon.

Possible claims concerning damages, deficiencies or deviations of the supplied goods must be reported to Poly Temp in writing within five days after delivery of the unit to the customer’s premises.

Claims concerning deliveries outside the Netherlands must be reported in writing within eight days to the agent appointed by Poly Temp.

2. All claims based upon externally obvious flaws, deficiencies and/or damage expire if these are not reported within eight days in the manner stipulated under (1) to Poly Temp, respectively the agent appointed by Poly Temp.

3. If the delivered goods are installed by Poly Temp, the customer will both put the delivered and installed equipment into operation and test it immediately after completion of the installation.

Possible defects in the functioning of the installation must be reported in writing to Poly Temp within ten days after completion of the installation.

In case of delivery outside the Netherlands, the defects must be reported in writing within ten days to the agent appointed by Poly Temp.

4. All claims based upon non-compliance of the installation with the agreed upon characteristics expire if these are not reported within thirty days in the manner stipulated under (3) to Poly Temp, respectively the agent appointed by Poly Temp.

 

9. Ownership and the transfer of risk

1. Unless otherwise agreed upon, the risk for damage, loss or perishment of the supplied goods is transferred to the customer at the moment that the goods are delivered to the agreed upon address.

2. Regardless of that which is stipulated under (1) of this article, ownership of the delivered goods only transfers to the customer after the payments due to Poly Temp - including payments not on call - are completely settled with Poly Temp.

3. For as long as ownership of the supplied goods rests with Poly Temp  in accordance with the stipulation in the previous paragraph, the customer has the obligation to treat these goods with due care, to maintain them and to insure them against the risks of damage, loss and/or perishment.

4. The customer is not authorized to alienate, hypothecate or grant  third parties a right upon these goods in any form, as long as ownership of the supplied goods still rests with Poly Temp in accordance with that which is stipulated in (2) of this article.

5. The customer is under the obligation to clearly show to relevant third parties if and when such third parties appear to regard the goods as property of the customer that the ownership rights upon the delivered goods belong to Poly Temp.

6. The customer is required to inform Poly Temp immediately regarding possible filing of bankruptcy, filing of suspension of payment, arrest of the supplied goods and in general all measures or circumstances which might lead to endangerment of the ownership right of Poly Temp to the supplied goods.

7. The customer is liable to Poly Temp for all damages which Poly Temp may suffer as a result of non-compliance by the customer of any obligation under this article.

 

10. Payment

1. In so far as no other installment period is specified in the order confirmation, payment of that which is due to Poly Temp must take place within thirty days from date of invoice or the date where upon payment has become demandable.

2. If payment is not made on time, Poly Temp is authorized to charge the customer an interest of 1% per month over the amount due.  Proof of default or a demand note is not necessary.

3. If a customer defaults with any payment, it being from this agreement or being from another agreement between the customer and Poly Temp, all outstanding payments due to Poly Temp from this customer become due immediately to the full amount, disregarding the circumstances of delivery and/or installation.

In this case Poly Temp can postpone further completion of orders and deliveries until all that is which is due is paid within a period stipulated by Poly Temp.

4. If a customer remains in default and the maximum period for payment as stipulated by Poly Temp has expired without payment having taken place, the customer is also required to pay the extra judicial collection fees of 10% of the total amount due, regardless of a possible ruling in the costs of a judicial recovery of the amount due.

5. Any partial payment of that which is due will be accounted to the non-paid claims with the highest seniority.

 

11. Guarantee and liability

1. The liability of Poly Temp regarding defects of supplied goods, or regarding injury or damage to or loss of goods, is always limited to that stipulated in this article and will not exceed the cost of the unit.

2. The guarantee period spans twelve months after shipment by Poly Temp.

3. Poly Temp is obliged to replace parts during the guarantee period, on the condition that the consumer has used the goods in a normal manner and has followed the instructions of use of the supplied goods carefully.

4. Poly Temp is not required to perform any reparations or replacement if the source of the occurrence of the defects is not related to the supplied goods.

5. Poly Temp is not held to any guarantee regarding parts not produced by Poly Temp and/or Thermo Fisher Scientific, respectively supplied to Poly Temp. Poly Temp will, however, allow the benefit which comes from possible guarantees given to Poly Temp by the manufacturer and/or supplier to be passed on.

6. Poly Temp is in no way held to more than is stipulated in paragraph (3) of this article.

In particular Poly Temp is not liable for damage to the customer, which stems from the not functioning or the insufficient functioning of the supplied goods causing, amongst other things, the loss or becoming useless of goods kept or stored in the supplied machines.

 

12. Indemnification

The consumer is obliged to safeguard Poly Temp against and indemnify Poly Temp for all damages, costs and interest which might occur to Poly Temp as a result of third party proceedings against Poly Temp stemming from, or in relation to, the goods supplied by Poly Temp to the customer.

 

13. Termination and force majeur

1. If the consumer default the execution or fulfilment of any of the duties resting upon him from this agreement, Poly Temp is at its own choice, authorized either to defer fulfilment of the agreement or to rescind the agreement partially or completely, without proof of default or judicial interference and without Poly Temp being held to any warranty, indemnity or compensation.

2. The powers described in (1) of this article also being to Poly Temp in a situation of bankruptcy, suspension of payment (or any corresponding situation or judicial measure in other than Dutch law).

3. The customer is required to compensate Poly Temp for all damages suffered by Poly Temp through premature termination of the contract.

4. Poly Temp is authorized to postpone or terminate execution of the agreement, if, as a result of force majeur which cannot be attributed to Poly Temp, Poly Temp is unable to fulfill the agreement, without this leading to any obligation to compensation on the part of Poly Temp.

 

14. Applicable law and competent judge

1. Unless otherwise agreed upon in writing, Dutch law is applicable to agreements of which these conditions are components.

2. Regardless of Poly Temp’s right to approach any competent judge, the District Court of Leeuwarden (the Netherlands) is competent to address disputes which stem from or are directly related to the agreements of which these conditions are components.