Article 1 – Scope
The present general sale conditions are addressed or given, on request, to every buyer to enable him to place an order. They are equally available on our website and only the electronic version is valid.
Placing an order implies, on the buyer’s part, the acceptance of these present general sale conditions. Any other documents, general purchase conditions or contrary conditions issued by the buyer as well as any specific conditions cannot prevail over the present general sale conditions and will be unenforceable to the seller except express and written acceptance on his part.
The fact that the seller does not avail himself, at a given moment, of any of the provisions of these general sale conditions cannot be interpreted as a waiver to take advantage at a later time, of the provisions concerned.
Article 2 – Orders
Any order addressed to the seller represents an offer to the customer to contract under the terms of these general sale conditions. The sale becomes final upon the written acceptance of the order by the seller or, if not, upon product removal by the customer or transporter.
Orders can be placed by any means. The seller reserves the right to ask a written confirmation.
Any change or cancellation of the order can only be accepted if it has reached the seller, in writing, before product removal by the customer or transporter. Charges, losses or damages incurred or borne as a result will be the sole responsibility of the buyer.
No cancellation or change of order of special products (not appearing in the product catalog of the seller) will be accepted.
The products marketed by the seller are the subject of research and technical developments. Consequently, the seller can make changes to the ordered products that he deems useful, provided that these changes are not substantial. No order cancellation or return will be accepted for this reason.
Article 3 – Customer property
Any object belonging to the customer will be duly identified at CARY Laboratory. The preparatory conditions and, if any, the elements conditioning the preparatory phase, will be defined by the Laboratory and accepted by the customer.
Article 4 – Confidentiality
CARY is responsible for the management of all information obtained or created during the performance of laboratory activities for its customers. Except for information that the customer makes publicly available, or when agreed between the laboratory and the customer (e.g. for the purpose of responding to complaints), all other information is considered proprietary information and shall be regarded as confidential.
Article 5 – Delivery
Deliveries are made by transporters chosen by the seller.
If the buyer wishes to remove or get the products removed himself, he must inform the buyer when ordering and must proceed to product removal within a maximum period of seven (7) days. Failing removal within this period, delivery will be automatically provided by the seller’s transporter.
For any order, the shipping costs incurred by the seller will be charged to the buyer.
Deliveries are made according to available stocks and in the order of receipt of orders. The seller reserves the right to make split deliveries in case of difficulty of supply or manufacture. The buyer may, when ordering, refuse delivery of any additional items or “remainders”.
Delivery time is indicated as accurately as possible when ordering but may vary depending on the possibilities of supply, manufacture and transport. Under no circumstances may a timeout of the indicated deadline, whatever the cause, the duration and the circumstances for the buyer, may give rise to penalties for delay, to damages and interests or to cancellation of an order already accepted by the seller for special products.
If for particular reasons the buyer wishes to specify a firm delivery time, he must indicate this information to the seller when ordering and obtain his written agreement.
In all cases, the seller will be relieved of his obligation to deliver in case of force majeure. Will be assimilated to cases of force majeure, strikes and impossibility of being supplied or convey the products.
In case of difficulty in delivery, the seller agrees to keep the buyer informed.
The transfer of risks (loss, theft, deterioration…) occurs as soon as the products are removed by the customer or transporter. Products travel at the risks and perils of the buyer and in case of damage or missing product, it remains up to the buyer to make all necessary findings and confirm his reserves by extra-judicial act or registered letter with acknowledgment of receipt to the transporter within three (3) days on receiving the goods.
Article 6 - Guarantees
The products are warranted against defects in materials or workmanship for a period of two (2) years from the date of product removal.
Under the warranty, the seller will be only in charge of either replacing the goods free of charge or establishing a credit note. Any compensation or damages and interests is excluded.
The warranty will be excluded for any deterioration or defect due to wear or misuse of the products by the buyer.
Without prejudice to the arrangements to be made with respect to the transporter, any claim for defects or non-conformity of the products ordered or in the delivery note must be made in writing within eight (8) days as from delivery.
It will be up to the buyer to contact the seller on request or on the website www.cary.swiss . Any request for warranty must be accompanied by the incriminated items.
The seller reserves the right to refuse any intervention under the guarantee based on the information provided by the buyer.
Article 7 – Return of products
All returns must have been previously and expressly accepted by the seller and must be made within eight (8) days from the day of acceptance. The products must be returned in their original packaging, in good condition, accompanied by the proof of purchase and the reason for product return. Products not respecting these conditions will not give rise to any exchange or establishment of a credit note.
No return will be accepted for products purchased more than one (1) year ago.
Accepted returns will result, depending on the seller, to an exchange or establishment of a credit note, to the exclusion of any compensation or damages and interests. All costs and risks of return will be borne by the buyer.
Article 8 – Price
The products are invoiced on the basis of the tariff in force on the day of the order. For special products not included in the buyer’s catalog, the price will be agreed by both parties when ordering.
The current tariff is communicated to any buyer who requests it. The prices therein are net excluding tax, ex-works price. Special packaging is charged extra.
Any tax, duty or fees payable under Swiss law or under that of importing or transit countries shall be exclusively borne by the buyer.
Article 9 – Invoicing
An invoice is established and issued for every delivery in accordance with legal provisions ad is attached to the package.
Article 10 – Payment
Our invoices are payable in full at thirty (30) days from the date of the invoice.
In case of payment by a bill of exchange or a check, the payment, within the meaning of these general sale conditions, will mean the effective settlement at the due date or at cashing.
Under no circumstances may payments be suspended or compensated without the prior written consent of the seller.
10.2 Payment delay or non-payment
Any amount not paid on the due date provided in the invoice, will result, eight (8) days after formal notice, in the application of late penalties at the rate of one and a half times the rate of legal interest in force on the day of the due date of the invoice and may result in the suspension of all orders in progress.
In case of total or partial payment failure, forty-eight (48) hours after formal notice remaining unsuccessful, the sale will be automatically terminated, if this seems good to the seller, who may ask for product restitution, without prejudice to any other damage and interest.
The buyer will have to reimburse the seller all the costs incurred by the litigation recovery of the amount due.
I case of a partial payment, the latter will be first charged on the interests and on previous debts.
10.3 Warranty requirement
Any incident of payment or deterioration of the credit of the buyer may justify the requirement of payment guarantees, a cash settlement, a settlement in advance or a settlement *against-refunds*.
Article 11 – Property retention
The seller retains ownership of the products until the date of their full payment in principal, costs, interests and accessories.
Delivered but not yet fully paid products must be shown separately in the buyer’s stock and remain identifiable. Products in the buyer’s stock will be presumed to be those not yet paid.
If the payment does not occur within the deadline, the seller may take or claim the return of all products delivered without prejudice to the exercise of any other right or action.
In the event of bankruptcy and/or opening of a bankruptcy procedure, the buyer must inform the seller without delay to allow him to claim the ownership of the products and/or to introduce any action necessary to recover his claim.
Article 12 – Jurisdiction
In the event of disagreement as to the interpretation or application of the present general sale conditions or any resulting operations, exclusive jurisdiction is given to the courts of justice of the Canton of Neuchâtel.
CGV EN V1/01.11.2018