| Basis of Sale |
| 1.1 | We shall sell and you shall purchase the Goods in accordance with any written quotation subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any quotation is accepted or purported to be accepted, or any such order is made or reported to be made by you. We may withdraw or vary any quotation at any time before we actually receive any written acceptance from you of the quotation. |
| 1.2 | No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of us and of you. |
| Price of Goods |
| 2.1 | All prices quoted are net. Payment shall be deemed to have been made on the day our bank account is credited with value received for such payment. |
| 2.2 | Invoice will be issued for 100% of order value upon delivery. You shall pay the price of the Goods within 30 days of the date of our invoice, and we shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to you. The time of payment of the price shall be of the essence of the Contract. Receipts of payment will be issued only upon request. |
| 2.3 | If you fail to make any payment on the due date, then, without prejudice to any other right or remedy available to us, we shall be entitled to charge you interest (both before and after any judgement) on the amount unpaid of 3% for each month or part month until payment in full is made. |
| Terms of Delivery |
| 3.1 | DDP to customer, free delivery with orders above 7500 DKK. For orders below 7500 DKK packaging, handling and shipment of 200 DKK is added. |
| Delivery Time |
| 4.1 | Delivery time will be confirmed upon processing of order. Microscopes and accessories are normally delivered directly from our fulfillment centre to your address. |
| 4.2 | Any dates quoted for delivery of the Goods are approximate only and we shall not be liable for any delay in delivery howsoever caused. Time for delivery shall not be of the essence unless previously agreed by us in writing. Where any data is to be supplied by you or any permits or releases are to be obtained, any delivery dates presume the timely compliance by you with your obligations to supply the data or to obtain the necessary permits and releases and if you fail to do so the time for delivery shall be extended accordingly. We may deliver the Goods, in whole or in part, in advance of the quoted delivery date. |
| Retention of Property Rights |
| 5.1 | Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to you until we have received in cash or cleared funds payment in full of the price of the Goods. |
| Notice of Defects |
| 6.1 | Any obvious defects, incorrect shipments and shortages not caused by transport shall be reported to us in writing immediately, and in any event not later than five days after receipt of the Goods. If a whole consignment of the Goods has not been received, such failure to deliver shall be reported to us in writing as soon as practicable and in any event not later than four weeks after the expected delivery date of the of the Goods. |
| 6.2 | If delivered by a carrier, you may only accept the Goods with externally visible damage or loss, or if internal or latent damage or loss may reasonably be expected or assumed on the basis of the extemal condition of the shipment of Goods (for example damaged packaging) where such damage or loss appears to be caused by transport if you note such damage or loss on the freight documents and such note is countersigned by the carrier. Damage or loss to the Goods caused by transport which is not externally visible shall be reported in writing to the carrier immediately after discovery of such damage or loss. In any case of damage or loss you must notify us immediately in writing giving details of loss. |
| Documentation |
| 7.1 | User manual in English is included with every complete product (not including accessories). Short user manuals in Danish can be provided on request. |
| Installation and Training |
| 8.1 | Installation instructions are provided with the microscope and imaging products. On-site installation is available as a separate service from ZEISS personnel. Please contact us for an individualised quote for installation services. |
| 8.2 | Usage instructions are included with the products. Individual training and tuition can be provided at an additional charge. Please contact us for more information if this is required. |
| Warranty and Product Liability |
| 9.1 | ZEISS guarantees that the goods sold are free from material or production defects. Where the Buyer within the guarantee period proves such defect ZEISS will be obliged to within reasonable time to carry out repairs or at ZEISS´s choice to replace the goods. |
| 9.2 | ZEISS guarantees the goods sold for a period of 12 months from the date of delivery. Where installation is part of the contract the guarantee period starts on the date of Final Acceptance. Under no circumstances the guarantee will exceed 15 months from date of delivery. |
| 9.3 | No guarantee applies to maintenance, verification/calibration and consumables. |
| 9.4 | The Buyer shall at his own account send defective parts and smaller instruments for repair without cost to ZEISS. ZEISS will pay the return freight. |
| 9.5 | Defects on bigger instruments will be repaired on site by a ZEISS-employee; without costs to the Buyer. |
| 9.6 | ZEISS is entitled to decide the site of repair. |
| 9.7 | ZEISS guarantees for a period of 12 months the parts that have been exchanged during the guarantee period of the main instrument. |
| 9.8 | The Buyer shall notify ZEISS in writing of any defects without undue delay after such defects have appeared, and the Buyer shall do his utmost to confine the damages to a minimum. |
| 9.9 | Where the Buyer has complained and it proves that there is no such defect to hold ZEISS responsible, ZEISS reserves the right to have working hours and other expenses of the non- compliance compensated. |
| 9.10 | ZEISS´s liability shall only comprise defects when the Buyer has met the stipulated requirements. |
| 9.11 | Under no circumstances shall ZEISS be liable for defects caused by mishandling of the goods. Nor shall ZEISS be liable for any defects caused by changes or repairs made by the Buyer or third party. |
| Software updates |
| 11.1 | Hotfix software updates are included free of charge. |
| 11.2 | Upgrades to new versions of software are chargeable. |
| Service contract |
| Extended service contracts are available for our instruments. Please contact our service organisation for a price quotation. |
| Carl Zeiss A/S |
| Research Microscopy Solutions |