| General Sales Conditions | | | |
| | | | |
| 1. General Principles | | | |
| All orders placed with AGS Industrial Computers, are governed by the present General |
| Sales Conditions and Terms of Payment. The placing of an order implies the acceptance |
| without reservation of these general conditions. These conditions cannot be waived or |
| modified by opposing terms appearing in any document of the Buyer unless expressly |
| approved in writing by AGS Industrial Computers. The waiver of AGS Industrial Computers of any one or more |
| of the terms herein, shall not affect the validity of each and every remaining term of the |
| General Sales Conditions and Terms of Payment. |
|
|
| | | | |
| 2. Acceptance | | | | |
| No order shall be considered binding for AGS Industrial Computers unless and until confirmed by |
| AGS Industrial Computers by means of formal document (e.g. order confirmation). Purchase orders |
| must be made in writing and AGS Industrial Computers retains the right to confirm or otherwise any |
| single order at our sole discretion. Any condition appearing on the purchase order or |
| modification thereof shall be held invalid where not confirmed in the order confirmation. |
| Claims relating to the conditions of execution of an order must be submitted upon receipt |
| of the order confirmation and before the goods are delivered. AGS Industrial Computers may, at its |
| own discretion, execute a purchase order by effecting the whole or partial delivery of the |
| goods indicated therein, even without having issued the order confirmation. | |
| | | | |
| 3. Prices | | | | |
| All prices are quoted in USD. AGS Industrial Computers retains the right |
| to modify the prices quoted and/or the validity of the price list at any time and without prior |
| notice. Prices invoiced shall be those of the price list in force on receipt of the purchase |
| order, such as confirmed in the relative order confirmation. |
|
| No withholding |
| of payments, nor any offsetting of counter claims disputed by the supplier shall be |
| permitted. | | | | |
| | | | |
| 4. Deliveries | | | | |
| The standard packaging supplied by AGS Industrial Computers shall be suitable to prevent damage or |
| deterioration of the goods under normal transport conditions (packing for sea freight might |
| occur additional charges). Should |
| AGS Industrial Computers agree to organise transport according to the Buyer's instructions, all |
| forwarding and freight charges shall be invoiced to the Buyer. Goods travel at the sole risk |
| of the Buyer whatever the forwarding conditions and without insurance unless specifically |
| requested by the Buyer. In case of damage or loss during transport, the Buyer shall notify |
| the carrier within the period of time required by the applicable regulation, and shall notify |
| AGS Industrial Computers within the same terms. AGS Industrial Computers shall not be responsible for whatsoever |
| damage to or loss of the goods during transport. Source Industrial Supply (SIS) delivery time indications |
| are approximate and are not binding. No idemnity shall be due for any delay in delivery of |
| the goods. The delivery period shall commence from the dispatch of the order confirmation |
| but not before the receipt of the documents, licences and approvals to be aquired by the |
| buyer and not before the agreed down payment or advance payment. The delivery time shall |
| be deemed to have been upheld if the object of delivery has left the works of AGS Industrial Computers |
| or if readiness to supply has been notified. | | |
| | | | |
| If the disptach is delayed by the request of the buyer, the buyer shall be charged with |
| storage costs incurred comencing one month after the notification of readiness to deliver but |
| not less than 1/2 % of the invoice amount of each month if the goods are stored in the works |
| of the supplier. | | | | |
| | | | |
| 5. Force Majeure | | | |
| AGS Industrial Computers shall be entitled to cancel the whole or any part of the order the fullfillment of |
| which has been suspended or is no longer possible due to whatever causes that are beyond |
| AGS Industrial Computers control and/or in the event of force majeure including, but not limited to, |
| mobilization, war, riots, partial or total strikes, breakdown of transportation, shortage of raw |
| materials, fire, floods, tooling accidents, injury or other circumstances impeding the activity |
| of AGS Industrial Computers and/or its supply chain. | | |
| | | | |
| 6. Cancellation of Orders | | | |
| Any purchase order is binding for the Buyer and irrevocable once accepted by AGS Industrial Computers |
| No purchase order may be cancelled by the Buyer without prior written consent from |
| AGS Industrial Computers . In case of of cancellation of the Buyer of a purchase order for goods in |
| progress and for any reason whatsoever, AGS Industrial Computers reserves the right to claim an |
| indemnity equal to the value of the goods at the state of manufacture at the time of |
| cancellation. | | | | |
| | | | |
| 7. Product Modifications | | | |
| Descriptions and specifications appearing in the AGS Industrial Computers documents are supplied as |
| a guide only. AGS Industrial Computers reserves the right to modify the design and/or technical |
| specifications of the equipment and products manufactured, in particular those recommended |
| by the Research and Development department and by the Suppliers, with the aim of |
| improving the performance of the said equipment/product in keeping with technological |
| developments, as well as stopping the manufacture and/or distribution of any given product, |
| at any time and without prior notice. AGS Industrial Computers is under no obligation to make such |
| modifications to equipment and products previously delivered or the delivery of which is in |
| progress. | | | | |
| | | | |
| 8. Lack of Conformity - Claims | | | |
| It is the responsibility of the Buyer to check the goods immediately upon receipt. Any claim |
| relating to lack of conformity must be made by registered letter with notice of receipt within |
| 48 hours of receiving of the goods. Any use of the goods shall be considered as a waiver of the |
| Buyer's claim for lack of conformity. No returns will be accepted without AGS Industrial Computers prior |
| authorization. Goods are returned at the sole risk and expense of the Buyer and only after |
| obtaining the relative Return Authorization from AGS Industrial Computers . | |
| | | | |
| 9. Warranty | | | | |
| All equipment and products supplied by AGS Industrial Computers are designed exclusively for laboratory and industrial |
| use. AGS Industrial Computers hereby expressly disclaims any liability in case where the products are |
| not used in accordance with their proper designation. The Buyer and the end-user are entirely |
| responsible for the use of and for the experiments carried out using AGS Industrial Computers products |
| and must ensure that the products are used with current laws and regulations, in particular |
| those concerning the safety of workers and, more generally all dispositions concerning health, |
| work saftey, the environment and the prevention of fire and accidents. AGS Industrial Computers warrants |
| that the equipment manufactured is free of defects in material and workmanship. Warranties of equipment may vary from model to model and it is Buyer's responsibility to inquire these prior to sale. |
|
|
| | | | |
| Any claims must be made within 48 hours of discovering the fault. Should the claim |
| prove to be founded, AGS Industrial Computers shall, at its sole discretion, replace or repair the defective |
| product or product parts. | | | |
| The warranty covers products and product parts manufactured or supplied by AGS Industrial Computers . |
| Parts subject to normal wear and tear and consumables are not covered by the warranty. |
| The warranty does not apply in case of improper use of the instrument or the event that |
| maintenance and/or adjustments have been carried out by unauthorised thirds parties. |
| The warranty is considered null and void in the case of non-original spare parts being used. |
| The Buyer should bear the cost of transport both ways in case of warranty repairs or |
| replacements under warranty. Any packaging materials necessary in order to return the |
| products into the "ready to ship" condition shall be adebited to the Buyer. For on-site repairs |
| carried out by AGS Industrial Computers service personell, travel time and cost will be charged at cost. |
| The foregoing warranty is in lieu of any other liability or warranty, wheter oral, written, express |
| or implied, on any grounds whatsoever. Parts replaced on repaired instruments are |
| covered by a warranty indicated prior to date of repair. | | |
| | | | |
| 10. Terms of Payment | | | |
| All payments shall be due according to the terms agreed. Any extension of the terms of |
| payment is automatically refused. Any delay in payment of sums due shall give rise to the |
| application of an interest rate equal to the Base Lending Rate plus 1%, tax excluded, |
| per month of delay. In addition AGS Industrial Computers reserves the right to suspend the fullfillment of |
| any pending purchase orders. In the case of arrears or should the financial situation of the |
| Buyer result as being seriously damaged and not withstanding the usual payment terms, |
| AGS Industrial Computers reserves the right to demand advance payment before dispatching any further |
| orders. No set-off with any possible sums in dispute nor any freezing of payment of an invoice |
| shall be authorized. | | | |
| | | | |
| 11. Retention of Title | | | |
| Goods delivered remain the property of AGS Industrial Computers until full payment of the invoiced amount |
| has been settled. Transfer of the title shall arise solely upon actual collection of the price; |
| the remittance of a draft or any other title creating an undertaking to pay are not being |
| considered as a payment. In the event that an extension of terms has been granted, such |
| extension shall be automatically subject to the same retention of title. Notwithstanding the |
| retention of title, the Buyer shall bear any and all risks relating to the goods from moment of |
| delivery. As a consequence, the Buyer undertakes to take out and maintain permanently in |
| force, at its expense, comprehensive insurance coverage for any and all possible risks to the |
| goods such as loss, theft, partial or total destruction, as well as any and all damages that |
| that could be caused by the goods themselves. The Buyer is liable for the maintenance in |
| good condition of the goods sold in retention of title and shall bear all cost of any wear and |
| tear. In the case of non-payment of the full or partial amount due within the due date, |
| AGS Industrial Computers retains the right to cancel the contract with the Buyer and take possession |
| of any items delivered but not paid for, by notifying the Buyer by its intend by registered mail |
| with notice of receipt at least 7 days in advance. The cost of returning the goods to |
| AGS Industrial Computers shall be born by the Buyer at default. The Buyer shall also be liable for any |
| depreciation of the goods. Any installments previously paid shall be retained by AGS Industrial Computers |
| as compensation. Being that the title on goods is retained by AGS Industrial Computers until full payment |
| of their price, it is expressly understood that the Buyer is not authorized to sell, to pledge or in |
| any way dispose of the goods before such payment. | | |
| | | | |
| 12. AGS Industrial Computers | Copyright | | |
| Any and all drawings, operating and service manuals, descriptions, specifications, proposals, |
| CD's, price lists and more generally, any document issued by AGS Industrial Computers is considered |
| proprietary information belonging to AGS Industrial Computers and canot be used, reproduced or |
| disclosed to third parties without the prior expressed authorization of AGS Industrial Computers . |
| | | | |
| 13. Jurisdiction | | | |
| The present General Sales Conditions are governed exclusively by USA Law whereas |
| the agreement of the United Nations regarding contracts ruling the international purchase |
| of goods is excluded. | | | |