Terms and Conditions

1. 1. Overview of the terms

These are the terms and conditions of the contract under which we sell our products and services (Terms). Some of our products and services are offered under software licenses, limited license mark usage, and other written contractual terms that you will not find here (supplementary terms). You can find the Supplemental Terms in the specific quote you request, on our website and in the manuals included with our product or service. You can also get a copy in our Customer Service department. These terms, together with our quotation (if any) and the Supplemental Terms, form the contract between us (as suppliers) and you (as a buyer) of products and services, once your order has been confirmed by us (order acceptance), either by sending such confirmation in writing or by delivering the product or otherwise initiating an action to deliver the request. The contract is between you and KALSTEIN France SAS, which appears on our budget, confirmation orders or a delivery note. If any conditions within the contract documents have conflicts between them, we will give them the following priority: Quote, Supplementary Terms and finally these Terms.

1. 2. Delivery, ownership and order

2.1 We will ensure that we comply with the delivery date specified in your order, depending on availability and whether production times may apply. In some cases, we make partial shipments. If that happens, we will send you separate invoices on each delivery.

2.2 Once you have placed your order, it cannot be cancelled. If you need to delay the delivery date, it would be helpful to contact Customer Service to verify if your shipment can be rescheduled.

2.3 The terms of sale of our products are EXW in our facilities. Products are delivered when they are removed from our facilities or we take them from our facilities to a commercial shipping company or air line. At this point, you are responsible for the risks arising from the loss or any damage. If any product is lost or damaged during shipment, we will try to help you fix the problem with the shipping company. We will not pay for the import within your country. You’re responsible for that. Ownership of the product passes to you (except in the case of software when ownership is retained) after the product is delivered to the shipping company or removed from our facilities

1. 3. Inspection

3.1 We want you to receive our product in good condition. You may inform us of any damaged or defective products due to a manufacturing defect by contacting Customer Service within 5 days of receiving the product. When you contact Customer Service, we will give you instructions. If not communicated within 5 days, the products will be considered accepted.

1. 4. Prices

The price of the products and services is provided to you when we make our quotes to you. If we do not give you the price with the quote, the price will be the one on your country’s price list at the time we receive your order. Our prices do not include any fees, customs duties, tax rates or any other government payment that may apply to your order. If applicable, it will be your responsibility to pay for them. If we pay them, we’ll add them to your bill. It is also responsible for standard shipping and handling costs, if any. We will also charge them to your bill. If you would like more details about our transportation policy, please call Customer Service.

1. 5. Payment

You must pay your invoice at the invoice date in the specified currency. Each order is a separate transaction and you cannot offset the payment of one order with another. If you delay payment, without affecting our other rights, we may suspend shipping or cancel the contract, rejecting any future order and charging a late payment, from the due date to the day of payment at a rate of 1 percent per month (12 percent per year) or, if less, the maximum amount allowed by law. You agree to pay this late fee at our request. If we are looking for a collection agency or attorney to collect unpaid money, we may charge you for that and you will have to agree to pay all reasonable costs, including attorney’s fees.

6.Use and restriction of the product

You must use the product in accordance with our instructions delivered through the instruction manuals other than the user will be solely responsible for damage or malfunction and loses the product warranty.  You are solely responsible for ensuring that the way you use the product complies with law, regulations and government policy. You must get all the necessary permissions and approvals that you may need. It is solely your responsibility to ensure that the product is suitable for your particular use.

1. 7. Equipment and installation related services

7.1 When you purchase a device, we may install and provide you with appropriate online training, maintenance, repair and any other services we expressly accept. We also offer annual service plans. For more details, please contact Customer Service.

7.2 If we install or perform a computer service according to your demands, it is your responsibility to ensure where the device is located. It is also your responsibility to move the device (unpack it) at the installation site and under a suitable surface, where it will be installed and avoid any additional handling. We do not install or perform any laboratory equipment services in Level 3 biosecurity laboratories unless pre-agreed in writing. We do not install or perform any services in Level 4 biosecurity laboratories.

1. 8. Limited Warranty

8.1 Limited Equipment Warranty: Unless there is a written warranty on the product information, we guarantee that the equipment will be free of defects in the materials, the warranty will not last more than 12 months from the date of shipment. We guarantee only equipment that is used in accordance with our published specifications when shipped. We guarantee the spare parts you purchase with us that we have installed or are installed by a company that we are certified as an authorized installer, are free of material defects for three months from the date of shipment.

8.2 Exceptions. Our warranty does not apply to defects or failures caused by (a) external sources such as short circuits or incorrect voltage or hackers; (b) normal wear and tear or breakage; (c) ‘used’ products sold to you; (d) Contact with inappropriate or unprofited chemicals or samples; (f) parts excluded from the warranty in the Equipment Supplemental Terms; (g) repair, modification, alteration, installation, uninstallation or transport by anyone other than us or our authorized person; (h) improper or un approved disposal or use, maintenance, storage or handling, such as not following operating guidelines and instructions or protocols, operation beyond the established environment, or specifications and use of operations with un approved software, materials or other products, (i) misuse or tampering, (j) installation of software and interface or use of equipment combined with software or products not approved by us , (j) negligence, accident or acts of nature. We may invalidate your warranty if you do not comply with the warranty conditions.

8.3 Management of warranty and solution claims. If a product does not comply with our warranty, you must notify Customer Service in writing as soon as possible if you encounter a failure during the warranty period. In the event that the complaint of a product has been made on time, we will repair the product, according to the instructions provided by our Customer Service, any costs of moving the product will be paid by the customer. If you wish to file a warranty breach claim, you must do so within 10 days of the end of the service.

8.4 Limitations. Our warranties are solely for you, the original buyer and you cannot transfer them. In any case our liability will not exceed the purchase price of the product or service. The warranties mentioned above are exclusive and we make no other representations or warranties, whether implied or express, including without any limitation of implied commercial warranty or convenience for a particular purpose not fulfilled or resulting from the use of any product or service, whether generated by any regulations or other legal obligations or by the performance , negotiation or commercial use, all of them totally rejected.

1. 9. Third-party products

We do not endorse or warrant any third-party products you have purchased through one of our sales channels. When you purchase a product from a third party, we will inform you that this purchase is governed by the terms of the third party’s contract. You should directly consult the manufacturer’s support, warranties and how to file a warranty complaint.

1. 10. Custom products

When you place a purchase order for a customized product, you represent and agree that (a) you must provide all information you have knowledge of regarding any biological, radiological or chemical risk associated with the handling, transportation, exposure and any other use of the materials you provide to us and (b) you have the right to perform the sequence you require for manufacturing for the product to occur.

1. 11. Intellectual property

11.1 You acknowledge that all intellectual property rights related to our products, services and brand, between you and us, are solely our property.  There is no right to resell our product or any of its components that is expressly agreed by implication or impediment. Unless expressly set forth in the Supplemental Terms, we do not provide the use of our product in any commercial application, including, without limitation, manufacturing, quality control or commercial services such as reporting your payment activities or any other form of consideration. If you need to use the commercial rights to our products (including the right to set service fees), please contact our licensing department at . To extend the use of your product outside the contract environment, it is solely your responsibility to acquire any intellectual property rights in addition to such use (Additional Rights). Nothing in the contract limits our ability to enforce our intellectual property right.

11.2 In relation to the processes, methods or synthesis related to custom products, any invention (patent or any other), discoveries, improvements, data, knowledge or any other result that is conceived, developed or generated by us or for us or in conjunction with us is and will remain our sole and exclusive intellectual property and you transfer and assign to us all your right , title and interest and such expense, to secure and register our rights in such intellectual property.

11.3 You may not sell, lease, mortgage, transfer or assign any instrument that has or needs software for your operation or other use unless you permanently remove or uninstall the software. Software licenses for our products are non-transferable.

1. 12. Limitations of Liability

12.1 To the maximum extent permitted by law, we will not be liable under any legal theory (including, without limitation by contract, negligence, objective liability for damages or any kind of warranty) for any indirect, special, incidental, exemplary damage (including, but not limited to, coverage costs, loss of profits, loss of data, loss of business, financial loss or loss of income) that you may commit under this agreement or that may arise in connection with any product or service contract limited to the amount you paid for purchasing the product or service.

12.2 Delivery dates and times are estimates only and we will not be liable (in contract, crime, damage or any other) for any loss, expense, claim or damage caused by a late delivery.

1. 13. Export control

The products and information you receive from us are restricted to local export control laws and regulations France and the European Union. You may not sell, export, re-export, transfer, divert or otherwise have at your disposal, directly or indirectly, that information product (including products derived from our products or information) to any prohibited destination, entity or person. by the laws and regulations of France or the European Union.

1. 14. The entire contract

14,1 The contract represents the entire agreement between you and us in connection with the products and services we offer you and takes place for any other prior agreement between us (whether written or verbal). Any other of its additional or different terms and conditions that you may give us is an alternative material and we reject it. Our offer to sell products and provide our services is expressly limited under the terms of the contract. If you submit a purchase order and other document for the purchase of the products and services, whether or not responding to a quote, you are deemed to be accepting the contract except for (a) any other terms or conditions that appear or are delivered to us, and (b) any agreement suggested during the execution, negotiation, use or co-existing agreement.

14.2 We reserve the right to change these terms at any time. Any changes to these terms will not apply to a contract between us to any order received before the contract changes. The most recent revision date can be found at the end of these terms.

1. 15. Various

15.1 We are not responsible for not fulfilling our obligations under this agreement to the extent caused by circumstances beyond our rational control. In certain situations, we may use our good judgment and subsequently offer an equitable distribution of products among our customers.

15.2 Our failure to exercise any right under this agreement is not a waiver of our rights for damages for your contractual breach and is not a waiver of any subsequent violation. If any provision or part of the contract is deemed invalid or unforceable by any court of competent jurisdiction, such disability or unapplicability shall not affect other provisions of the contract. No one but you and us will have any rights under this contract. These titles are for convenience only and will not be used for the interpretation of these terms.

15.3 You agree to keep under confidential any unpublished technical information (including prices, without limitation) or instructions (including gene sequences, logos or sequences) received from us as a result of discussions, negotiations and other communications between us regarding our products or services.

1. 16. Government laws

The contract and its execution shall be governed by the laws of the European Union, without regard to the provision in conflict with the law. The United Nations Convention on Contracts for the Sale of International Goods does not apply to this contract.