1. GENERAL PRINCIPLES
All orders placed with VELP Scientific, Inc. (“VELP”), 40 Burt Drive, Unit 1, Deer Park, NY (USA) are governed by the present General Sales Conditions and Terms of Payment (the “General Conditions”). The placing of an order for products manufactured or distributed by VELP (the “Products”) implies the acceptance without reservation of the General Conditions. The General Conditions may not be waived or modified by terms appearing on any document of the Buyer, or otherwise expressed by the Buyer, unless expressly approved in writing by VELP. The waiver by VELP of any one or more of the terms herein, shall not affect the validity of each and every other term of the General Conditions. Velp products are available for customers exclusively in the continental United States. Written authorization from VELP is required for Products intended for re-export.
2. ACCEPTANCE
No order shall be considered as binding for VELP unless and until accepted and confirmed by VELP by means of a formal document (“Order Confirmation”) signed by a VELP officer or employee duly authorized to sign on behalf of VELP and then only as and to the extent set forth in such Order Confirmation. Any term, condition or provision set forth in the Order Confirmation which is not objected to by the Buyer in writing within ten days after the date thereof will conclusively be deemed to have been accepted by the Buyer. Purchase orders must be made in writing or via e-shop and VELP retains the right to confirm or reject any order in whole or in part at its sole discretion. Any condition indicated by the Buyer on the purchase order or otherwise shall be held invalid, even if not expressly objected by VELP. Claims relating to the conditions of execution of an order must be submitted upon receipt of the Order Confirmation and before Products are delivered.
3. PRICES
Item prices indicated exclude transportation and shipping charges, taxes, fees, and custom duties (“Additional Costs”). This will be calculated separately during check-out. If Buyer claims any exemption, Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction. VELP retains the right to modify the prices quoted and/or the price list at any time and without prior notice. Prices invoiced shall be those of the price list in effect at the time the purchase order is received, such as listed in the corresponding Order Confirmation.
4. DELIVERIES
Products will be shipped to the destination specified by Buyer, F.O.B. Seller’s shipping point unless otherwise specifically agreed to by Velp in writing; (ii) VELP shall not be required to procure or pay for insurance to cover the Products during transportation; (iii) any shipping arrangements made by VELP at the Buyer’s request shall be made solely on the Buyer's behalf and at the Buyer's sole cost and risk; (iv) the Buyer shall be responsible for all the unloading and receipt of the Products at its destination; and (v) any claim for loss or damage shall be notified to Velp by the Buyer upon receipt of delivery. VELP’s delivery time indications are approximate and are not binding. In no event is the time of delivery of the Products of the essence. No indemnity shall be due for any delay in the delivery of Products. The Buyer waives any and all claims and rights which the Buyer might otherwise have arisen out of or in connection with or relating to any delay in delivery of the Products for any reason whatsoever or any failure of VELP to deliver by reason of the exercise by VELP of any of its rights pursuant to these General Conditions. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately.
5.TITLE AND RISK OF LOSS
Notwithstanding the trade terms indicated above and subject to Seller’s right to stop delivery of Products in transit, title to and risk of loss of the Products will pass to Buyer upon delivery of possession of the Products by Seller to the carrier; provided, however, that title to any software incorporated within or forming a part of the Products shall at all times remain with Seller or the licensor(s) thereof, as the case may be.
6. FORCE MAJEURE VELP
Reserves the right to cancel, suspend or delay the whole or any part of any order the fulfilment of which has been suspended or is no longer possible due to whatever causes that are beyond VELP’s 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 any other circumstances impeding the activity of VELP and/or of its supply chain.
7. CANCELLATION OF ORDERS
Any purchase order is binding on the Buyer and irrevocable once received by VELP and VELP reserves the right to accept a purchase order and ship the Products without prior issuance of an Order Confirmation. No purchase order may be cancelled by the Buyer without prior written consent from VELP. In case of cancellation of ready to ship order, a re-stocking fee of 20% of the value of the products will be charged.
8. PRODUCT MODIFICATIONS
Descriptions and specifications appearing in VELP documents are supplied for guidance only. VELP reserves the right to modify the design and/or technical specifications of the Products, in particular to introduce those modifications recommended by the Research and Development department and by Suppliers, with the aim to improving the performance of the Product in keeping with technical developments, as well as to discontinue the manufacture and/or distribution of any given Product, at any time and without prior notice. VELP is under no obligation to make such modifications to Products previously delivered or the delivery of which is in progress.
9. LACK OF CONFORMITY - CLAIMS AND RETURN POLICY
It is the responsibility of the Buyer to check the Products immediately upon receipt. Any claim relating to lack of conformity of the Products must be communicated in written letter with notice of receipt within 48 hours of receiving the goods. Any use of the Products shall be deemed a waiver of the Buyer's right to claim lack of conformity. No returns will be accepted without VELP’s prior authorization. Products are returned at the sole risk and expense of the Buyer and only after obtaining a Return Authorization Number (NAR) from VELP. All returns are subject to inspection and verification on arrival as to the overall conditions of the Products. In case the Buyer returns goods for a supposed lack of conformity, which results not to be a legitimate claim, the cost for the overall inspection process working hours will be charged to the Buyer at VELP labor rates.
10. WARRANTY
THE LIMITED EXPRESS WARRANTY SET FORTH IN THIS DOCUMENT IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. NO IMPLIED WARRANTY OF MERCHANTABILITY IS MADE AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THIS DOCUMENT. UNDER NO CIRCUMSTANCES SHALL VELP BE RESPONSIBLE FOR ANY DAMAGES TO OTHER PROPERTY OF PURCHASER, LOSS OF USE OR DOWNTIME, LOSS OF PROFIT OR GOODWILL OR ANY INCIDENT OR CONSEQUENTIAL DAMAGES.
All equipment, products and reagents (if any) provided by VELP are designed exclusively for laboratory use. VELP hereby expressly disclaims any liability whatsoever for any damage, suits or claims that may arise from the use of the Products not in accordance with their instructions and specifications (for example they cannot be used as parts or components inside other instruments). The Buyer and the end-user are entirely and exclusively responsible for the use of the Products and for the experiments carried out using the Products and must ensure that the Products are used in compliance with current laws and regulations, in particular those concerning the safety or workers and, more generally, all dispositions concerning health, work, safety, the environment and the prevention of fire and accident. Price List 2022 VELP Scientific, Inc. – 40 Burt Drive, Unit 1, Deer Park, NY- T +1-631-5736002. VELP warrants that the equipment and parts manufactured or supplied by VELP (the “Warranted Products”) are free from defects in material and workmanship for a period of twenty-five (25) months from the invoice date (36 months for Laboratory Equipment Line upon End-user on-line products registration within 60 days from the purchase date). Any claims must be made in writing within forty-eight (48) hours of discovering the defects. Should the claim be approved by VELP, VELP may, at its sole discretion, replace or repair the Warranted Product. This limited warranty does not include defects from normal wear and tear and defects on consumables. This limited warranty does not apply when the Products are not installed, used, serviced and operated in accordance with the user manual or in the event that maintenance and/or repairs have been carried out by third parties not authorized by VELP. The warranty is considered null and void in the case of non-original spare parts and consumables being used. Glass parts are not covered by this limited warranty. Spare parts supplied under this limited warranty are provided FOB. This limited warranty does not cover any cost or expenses incurred in making the Warranted Products available for repair, removing, packaging or transporting the Warranted Products, all of which shall be the sole responsibility of the Buyer. Any packaging materials necessary in order to return the Warranted Product to its original "ready to ship" condition shall be charged to the Buyer. For on-site repairs carried out by VELP engineers, travel time and costs will be charged to the Buyer at cost. Replacement Parts on repaired equipment are covered by a limited warranty of one hundred eighty (180) days from the date of repair. Defective parts replaced under this limited warranty have to be returned to VELP, DDU Bohemia, NY (USA), within 60 days from replacement otherwise they will be billed according to the price list in force. The Buyer takes full and complete responsibility for ascertaining whether the Products meet the requirements of or are suitable for the Buyer's intended use, regardless of any suggestions or directions given by VELP with respect to the Products or the use thereof.
11. TERMS OF PAYMENT
All payments shall be due in Advance, notwithstanding any claim for any alleged defect, fault or irregularity in the Products.
12. VELP’S COPYRIGHT
Any and all drawings, operating and service manuals, descriptions, specifications, proposals, price-lists, software and, more generally, any document issued by VELP is considered proprietary information belonging to VELP and cannot be used, reproduced or disclosed to third parties without the prior express authorization of VELP.
13. JURISDICTION
The Courts of New York (USA) shall have exclusive jurisdiction on any dispute arising from the contract between VELP and the Buyer or its construction, interpretation, effect, performance or non-performance or the consequences thereof, except that VELP, at its option, may commence and prosecute such litigation in any jurisdiction in which the Buyer may be located or found or may do or transact any business