Terms & Conditions
SCOPE OF APPLICATION
The following Terms & Conditions (hereinafter “T&C”) shall apply to all contracts that involve ordering products or services by Nanolive SA (hereinafter “Nanolive”) from the contract partner (hereinafter the “Buyer”, “your” or “you”).
“Instruments” shall collectively mean hardware, systems, or other equipment provided and/or manufactured by Nanolive.
“Software” means any and all Nanolive proprietary computer programs, operating software, firmware or other software applications which are either embedded into an Instrument or provided as an application licensed to Customer hereunder.
The prices of the Instruments include the hardware (but excluding the computer and any accessories) and full software version of STEVE. You will have a non-exclusive, non-assignable right to use the software embedded in the microscopes. All software programs and any intellectual property rights relating to the product (collectively “IPR”) remain the full and exclusive property of Nanolive and you agree not to file or claim any IPR in relation to the product or to the name Nanolive.
In case you intend to resell the products, you agree not to alter or manufacture part or the entire product or software.
Nanolive reserves the right without prior notice to discontinue the sale of any products, to change any products and product specifications.
Important: Installation of software, Firmware and subsequent updates require an Internet connection. Please choose your computer according to PC specifications & recommendations.
Nanolive offers a premium technical support in the form of service contracts which are fee based and give you access to a high priority remote and/or site support through Nanolive’s technical support team depending on your coverage level. If you have not purchased a service contract with your device and would like to start a service contract, please contact Nanolive support or sales.
Nanolive shall offer payment terms, pursuant to the conditions. The standard payment term is 30 days net from the date of invoice; for Software is immediately upon invoicing.
Nanolive will provide Order Acknowledgment upon receipt of your purchase order (PO). The invoice will be issued and dated on the day the Products are scheduled for shipment.
Nanolive may grant a 3% discount from list price for each Product whose price is fully paid within 10 working days from receipt of purchase order (PO).† To make an early payment and benefit from this 3% advance payment discount, please request a Proforma Invoice when sending your purchase order (PO).
A 5% admin charge will be added for payments overdue by 7 days (i.e. 37 days after date of invoice).
Prices are Ex Works within the Schengen Area and Free-Carrier (FCA) for all other international orders (Incoterms 2010) and exclude any tax (TVA, sales tax etc.), duties, shipping and any other costs.
†The advance payment discount may not apply for cases where a discount has already been provided.
SHIPMENT & DELIVERY
When ordering with Nanolive, the buyer is responsible for assuring the product can be lawfully imported to the country of destination. Unless otherwise specified on a valid Nanolive quotation, delivery is EXW (Nanolive’s Manufacturing Site) and the applicable INCOTERMS 2020 rules shall apply to the delivery and transfer of risks of Products. All the Software, when purchasing without Instruments, shall be delivered upon prepayment.
For the avoidance of doubt, the quoted prices do not include any brokerage fees, duties or taxes imposed on products imported into the country of destination. All such fees, duties or taxes and any other costs shall be borne exclusively by the customer. All costs incurred in relation to a refused delivery because of high customs or brokerage fees, duties, taxes or restrictions imposed by the country of destination shall be borne exclusively by the customer.
Note: Nanolive will make every reasonable effort to prepare the products for delivery, however, the delivery schedules of DHL Express are not binding and do not form part of Nanolive SA shipment service. In any case (should Nanolive appoints the carrier or not), there is no liability of Nanolive for late delivery and any damages or loss caused by delay. Nanolive cannot be held responsible for shipping delays that may commonly occur with the carriers in their normal course of business.
RISK AND TITLE
Unless otherwise agreed, risk of damage to or loss of the Products shall be transferred to the Buyer upon notifying the Buyer of the readiness for shipment. Legal and beneficial title in the Products shall transfer to the Buyer on the date the invoice is issued.
Buyer shall be solely responsible to appropriately insure the products from the date of transfer of the risk. Upon specific instruction of the Buyer, Nanolive may offer to arrange for such insurance at the expense of the Buyer.
All returned products require a Return Merchandise Authorization (“RMA”) and no return or refund can be processed without an RMA. The RMA number will be given by a Service support representative whom you can contact via email@example.com or by phone at +41 21 353 0600.
NOTICE OF DEFECTS
You shall promptly inspect all products and any apparent defects, defects relating to transport, incorrect shipments and shortages shall be reported to Nanolive support in writing via email immediately and in any event not later than three (3) days after receipt of the products. If a whole consignment of products has not been received, such failure to deliver shall be reported to Nanolive in writing via email as soon as practicable and in any event not later than four weeks after the expected delivery date of the products. In the absence of such report, the products will be deemed accepted upon installation or confirmed delivery if no installation is to be provided. The absence of such report will be deemed a waiver by you of any and all such claims and will void the product guarantee.
WARRANTY & TECHNICAL SUPPORT
Nanolive offers a product guarantee from the date of dispatch from Nanolive HQ of your Nanolive product and all accessories included in the original packaging (the “trademarked product”). Service Contracts may be purchased with your device offering remote and on-site packages, please contact our sales team: firstname.lastname@example.org.
All technical services are available through our service support which you can contact at email@example.com or by phone at +41 21 353 0600.
All products returned for repair require an RMA. If products are not covered by warranty or service contract, a minimum fee will be estimated and subsequently charged to assess and repair the product plus the cost of any parts and labour required and shipping.
Typically, repairs will be completed within four weeks of receiving the product although the exact timing will vary according to the complexity of the repairs, any requirement to order spare parts and the volume of repair work in hand at any given time. The customer is responsible for all shipping costs and associated taxes and duties at standard rates quoted by the carrier. For any question or information, please contact firstname.lastname@example.org or by phone at +41 21 353 0600.
Only these terms and conditions (these «T&C») shall apply to the sale of the products to the exclusion of any other terms and conditions which may have been stipulated by the customer and which are hereby expressly rejected by Nanolive. By accepting delivery of the product, the customer will acknowledge the sole and exclusive validity and applicability of these T&C if the customer does not expressly reject these T&C within 15 days from delivery.
APPLICABLE LAW AND JURISDICTION
The laws of Switzerland shall apply to the sale of the products as well as all related matters. The competent courts of the Canton of Vaud, Switzerland shall have exclusive jurisdiction.