1. Terms Overview
These are the terms and conditions of the contract which under we sale our products and services (Terms). Some of our products and services are realeased under software licenses, limited license brand use and other written contract terms that you won’t find here (Supplementary terms) . You can find the Supplementary terms in the specific quoattion you request, on our website and in the manuals included with our product or service. You can also get a copy from our Customer’s Service department. These terms, along with our quotation (if there is any) and the Supplementary Terms, conform the contract between us (as the suppliers) and you (as the purchaser) of products and services, once your order has been confirmed by us (order acceptance), either sending such confirmation by written or delivering the product or in any other way starting an action to deliver what has been requested. The contract is between you and KALSTEIN France SAS, which appears in our quotation, confirmation orders or a delivery note. If any condition inside the contract documents have conflicts between them, we will give them the following priority: Quotation, Supplementary Terms and finally these Terms.
2. Delivery, property and order
2.1 We will make sure to meet the specified delivery date in your order, depending on the availability and if the production times can apply. In some cases, we make partial shipments. If that happen, we will send you separate bills in each delivery.
2.2 One you have placed your order, it cannot be cancelled. If you need to delay the delivery date it would be helpful if you contact Customer’s Service to verify if your shipping might be rescheduled.
2.3 The terms of sales of our products are FOB in our facilities. The products are delivered when we take them from our facilities to a commercial shipping company. At this point, you become responsible for the risks due to loss or any damage. If any product is lost or is damaged during its shipping, we will try to help you fix the problem with the shipping company. We will not pay for the import inside your country. You are responsible for that. The product’s property goes to you (except for software when the property is retained) after the product is delivered to the shipping company.
3.1 We want you to receive our product in good conditions. You can return any damaged or failing product due a manufacturing defect, by contacting Customer’s Service within the first 5 days after you have received the product. When you contact Customer’s Service we will give you instructions for the product’s return and replacement. If you do not contact within that 5-day period the products will be considered accepted, but you won’t lose your guarantee rights. The authorization for every product’s return has to be approved by Customer’s Service and you will get an authorization number to return the goods. Not every product will be authorized to returns. Authorized goods have to arrive to our facilities in a good condition so that it could be eligible for reselling and for a product's credit. It will be recharged 25% or $25 (whatever is the highest) to the refund if the return is nor due to a mistake or our failure. Shipping rate will not be added to the account. Goods cannot be returned for credit 20 days after receiving it.
3.2 The customized products we make according to your demands, can be returned if they don’t meet your standards. In that case, we, according to our discretion, will replace the customized product or refund the price you paid for the goods.
Product and services pricing is given to you when we make our quotations for you. If we do not give you the price with the quotation, the price will be the one on your country’s price list by the time we receive your order. Our prices do not include any kind of fees, custom duties, tax rates or any other governmental payment that may apply to your order. If those apply, it would be your responsibility to pay them. If we pay them, we will add them to your bill. You are also responsible for standard and handling shipping expenses, if there is any. We will also charge them to your bill. If you want to know more details about our transport policy, please call Customer’s Service.
You must pay your bill within the 30 days from the bill’s date in the specified currency. Each order is a separated transaction and you cannot compensate one order’s payment with another. If you are late with the payment, without affecting our other rights, we could suspend the shipping or cancel the contract, refusing any future orders and charging a payment for being late, from the expiration date to the payment’s day with a 1 percent rate per month (12 percent a year) or, if it’s less, the maximum amount allowed by law. You agree with paying this delay-charge when we’ll request it. If we look for a collect agency or a lawyer to charge any unpaid money, we could charge you for that and you’ll have to agree with paying all of the reasonable costs, including the lawyer’s fee.
6. Product use and restriction
You have to use the product according to our instructions. You are exclusively responsible for making sure that the way you use the product is according to the law, regulations and government policy. You must obtain all of the permits and needed approvals that you might need. It is exclusively your responsibility to make sure the product is the right one for your particular use.
7. Equipment and installation-related services
7.1 When you acquire a device, we can install it and provide you with the adequate training, maintenance, fixing and any other service that we expressly agree to. We also offer annual service plans. For more details, please contact Customer’s Service.
7.2 If we install or perform an equipment service under your demands, it is your responsibility to make sure where the device is located. It is also your responsibility to move the device (unpack it) in the installation’s location and under an adequate surface, where it will be installed and avoid any additional manipulation. We do not install or perform any service to lab equipment in level 3 biosafety labs, unless is previously agreed by written. We do not install or perform any service in level 4 biosafety labs.
8. Limited Warranty
8.1 Limited warranty for equipment: Unless there is a written warranty in the products information, we guarantee that the equipment will be defect free in the materials and labor for 12 months (90 days for updated equipment) after they are installed, however, regardless of the installation’s date, the warranty won’t last for a period larger than 15 months since the shipping date. We guarantee only the equipment that is used according to our published specifications when they are sent. We guarantee that the replacement parts that you acquire with us and that we have installed or are installed by a company that we have certified as an authorized installer, are free of material defects and labor for three months counting from the shipping date or if it is longer, the original equipment’s warranty in which the part is installed. We don’t guarantee non-acquired parts to us or that we didn’t install.
8.2 Exceptions. Our warranty does not apply to defects or failures caused by (a) external sources such as short circuits or wrong voltage or hackers; (b) normal wear or breaks; (c) ‘used’ products that are sold to you; (d) Contact with inappropriate or unapproved chemical or sample use; (f) excluded parts of the warranty in the equipment’s Supplementary Terms; (g) repair, modification, alteration, installation, uninstallation or transportation by any other than us or our authorized person; (h) removal or use, maintenance, storage or wrong handling or unapproved, such as failing in following functioning guidelines and instructions or protocols, operation beyond of the stablished environment or specifications and operations use with unapproved software, materials or other products, (i) manufacturing according the specifications that you instructed, (j) software and interface installation or equipment use combined with software or products unapproved by us, (j) negligence, an accident or nature acts. We could invalidate your guarantee if you send your products outside the European Union.
8.3 Warranty and solution claim management. If a product fails to fulfill with our warranty, you must notice the Customer’s Service by written as soon as possible if you find a failure during the warranty period. In case of a product complain done in time, we will replace or repair the product or we’ll provide you with credit for the price you paid, from our choice, once you have returned the product as per the given instructions from our Customer’s Service. If you want to make a complaint for warranty unfulfillment, you have to do it within the 90 days of finishing the service. To claims regarding in-time service we will complete the service again or refund the price you paid for the service depending of our choice.
8.4 Limitations. Our warranties are exclusively for you, the original buyer and you cannot transfer them. In any case our responsibility won't exceed the product or service’s purchase price. The warranties mentioned above are exclusive and we don’t make any other type of representation or warranty, either is an implied or express warranty, included without any implied commercial warranty limitations or convenience for a particular non-fulfilling purpose or resultant of the use of any product or service, either it is generated by any regulation or other legal obligations or the performance, negotiation or commerce use, all of them which are completely rejected.
9. Third-party’s products
We don’t endorse or guarantee any third-parties manufactured products that you have bought through one of our sale channels. When you buy a third-party’s product we will inform you that this purchase is regulated by the third-party’s contract terms. You must look directly to the manufacture’s support, warranties and how to make a warranty complaint.
10. Customized products
10.1 When you request the manufacturing of a customized product, for example an Oligonucleotide kit to determine an nucleic acid sequence specified by you, a foley or another product that is not ready to use, we could reject the design or fabrication of such customized product in any stage or manufacture process if the customized product is inadequate or commercially impractical to be synthesized in such way. If this is the case, we will notice you as soon as possible and you won’t be obligated to pay any additional charge by any expense that we have generated relating the rejected product.
10.2 When you place a purchase order for a customized product you declare and agree that (a) you must supply all of the information that you are aware of referring to any biological, radiological or chemical risk associated to the handling, transportation, exposition and any other use of materials that you provide us and (b) you have the right to make the sequence that you require to the manufacturing so that the product is produced.
11. Intellectual property
11.1 You recognize that all of the intellectual property rights related to our products and services, as between you and us are exclusively our property. Except for the statement that’s applicable in the Supplementary Terms, in our product sale, you only get a limited right, that is not transferable of such intellectual property to only use the amount of product that you have purchased and only for internal research purposes, there is no right to resell our product or any of its components which is expressly agreed upon by implication or impediment. Unless that we expressly stablish it in the Supplementary Terms, we don’t provide our product use in any kind of commercial application, including, without limitations, the manufacturing, quality control or commercial services such as the report of your payment activities or any other form of consideration. If you need to use the commercial rights of our products (including the right to make rates for services) please contact us to our license granting department on . To extend the use of your product outside of the contracts environment is exclusively your responsibility to acquire any additional intellectual property rights to such use (Additional Rights). Nothing in the contract limits our capacity to apply our intellectual property right.
11.2 In relation to the processes, methods or synthesis related to the customized products, any invention (patent or any other), discoveries, improvement, data, knowledge or any other result that is conceived, developed or generated by us or to us or jointly with us is and will still be our only and exclusive intellectual property and you transfer and assign to all of us your right, title and interest and to such expense, in making sure and register our rights in such intellectual property.
11.3 You cannot sell, lease, mortgage, transfer or assign any kind of instruments that has or need a software for your operation or another use unless that you permanently eliminate or uninstall the software. Our products software licenses are non-transferible.
12. Copyright compensation
12.1 We will defend and compensate you in the presence of any infraction or harm due to an action towards you by a third-party to the extension of an action based on a complaint that our manufacturing and product sale transgress any patent, copyrights, brand or any other intellectual property right from the mentioned third-party if we really know that intellectual property and the unfulfillment or transgression at the time we send you the product. This compensation does not apply to complaints based on (i) faults originated from you in the contract, (ii) failure to acquire any applicable Additional Right, (iii) the products that we make, assemble or label in attention to your instructions, specifications and other guidelines (iv) You use or resell the product or (v) modifications done by you or a third-party. This compensation does not apply to third-party’s products. THIS COMPENSATION IS OUR RESPONSIBILITY TO YOU AND YOUR AMEND, TO ANY COPYRIGHTS INFRINGMENT OR RELATED TO ANY PRODUCT. As a condition to this amend, you must (i) notice by written as soon as you find any complaint; (ii) do not admit any responsibility or take any other action in relation to the complaint that might affect the defense; (iii) allow us the exclusive defense control or the complaints settlement; and (iv) give us affordable information, cooperation and assistance.
12.2 Your compensation to us. If a third-party makes a complaint against us for the copyright infringement based on (i) our manufacture or product sale that we do under your instructions, specifications or other guideline, (ii) your failure in meeting the contract, (iii) your failure to acquiring any Additional applicable Right, (iv) our use of materials supplied by yourself or (v) your modification, use or product resell, in consequence you will compensate and will free us from the charge to and against any complaint, loss, damage, responsibility and expenses (including the attorney’s fees and other in case of defending or undertake any action that we might have to pay as a result from the complaint).
12.3 Evasion and annulment: we want to avoid any complaint for copyright infringement. If we believe that a product might be a target for copyright infringement complaint, you will let us in our option and expense, whether to (a) assuring you the continuous use of the product; (b) to substitute the product with a suitable one and with a similar functionality; o (c) request you the product’s return to us to refund you the purchase price that you paid for. In the case of instruments, we will deduct a reasonable amount for the instrument’s use, harm and its obsolescence.
13. Liability limitations
13.1 IN THE MAXIMUM LIMIT ALLOWED BUT THE LAW, WE WILL NOT BE RESPONSIBLE UNDER ANY LEGAL THEORY (INCLUDING WITHOUT LIMITATION BY CONTRACT, NEGLIGENCE, OBJECTIVE RESPONSIBILITY IN DAMAGE OR ANY TYPE OF WARRANTY) BY ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY DAMAGE (INCLUDED BUT NOT LIMITED TO THE COVERAGE COSTS, PROFIT LOSS, DATA LOSS, BUSINESS LOSS, FINANCIAL LOSS OR INCOME LOSS) THAT YOU MIGHT COMMIT UNDER THIS CONTRACT OR THE ONE THAT MIGHT COME UP IN RELATION TO ANY PRODUCT OR SERVICE’S CONTRACT IS LIMITED TO THE AMOUNT THAT YOU PAID FOR THE ACQUIRE PRODUCT OR SERVICE. HOWEVER, THIS PROVISION DOES NOT LIMIT OUR RESPONSIBILITY FOR DEATH OR PERSONAL INJURIES CAUSED BY OUR NEGLIGENCE, FRAUD OR FRAUDULENT REPRESENTATION OR ANY OTHER RESPONSIBILITY THAT CANNOT BE EXCLUDED BY THE LAW.
13.2 THE DELIVERY DATES AND TIMES ARE ONLY ESTIMATIONS AND WE WILL NOT BE RESPONSIBLE (IN CONTRACT, FELONY, INJURY OR ANY OTHER) BY ANY LOSS, EXPENSES, CLAIM, OR DAMAGE CAUSED BY A LATE DELIVERY.
14. Export control
The products and information that you receive from us are restricted to the local export control laws and regulations from the United States of America and the European Union. You cannot directly or indirectly sell, export, re-export, transfer, divert or in any other way have at your disposal that product of information (including derivate products from or to our products or information) to any destination, entity, or forbidden person by the laws and regulations from the United States of America or the European Union.
15. The totality of the contract
15.1 The contract represents the entire agreement between you and us in relation to the products and services that we offer to you and it takes place for any other previous agreement between us (whether is written or verbal). Any other of its additional or different terms and conditions that you might give us is an alternative material and we reject it. Our product sale offer and the performance of our services is expressively limited in the terms of the contract. If you send a purchase order and another document for the products and services’ purchase, responding or not a quotation, you are considered like you are accepting the contract except for (a) any other term or conditions that appear in or given to us, and (b) any suggested agreement during the performance, negotiation, use or coexistent agreement. The contract cannot have amends or modifications unless that you and us express that by written.
15.2 We reserve the right to change these terms at any moment. Any change to these terms will not apply to a contract between us to any received order before the contract changes. The most recent revision date can be found at the end of these terms.
16.1 We are not responsible for not accomplishing our obligations under this contract to caused point by circumstances beyond our rational control. In certain situations we could use our good judgement and make an equal product distribution subsequently available among our clients.
16.2 Our failure in the exercise of any right under this contract is not a resignation to our rights for damages by its contractual violation and it’s not a resignation to any other subsequent violation. If any disposition or part of the contract is found invalid or inapplicable by any competent jurisdiction court, such disability or inapplicability won’t affect other contract dispositions. No one but you and we will have any right under this contract. These titles are for convenience only and they won’t be used for the interpretation of these terms.
16.3 You agree to maintain under confidentiality any unpublished technical information (including prices, without limitations) or instructions (including gene sequences, logotypes or sequences) received from us as a result from discussions, negotiations and other communication between us in relation to our products or services.
17. Government laws
The contract and its performance will be regulated by the European Union laws, without considering the provision in conflict with the law. The United Nations Convention in contracts to International Goods Sells, does not have any application in this contract.