General Terms & Conditions of Sale
1. Acceptance of Terms
All sales by Argolight (“Argolight”) to any person (a “Buyer”) of the units of products specified in the document to which these Terms and Conditions of Sale are attached or referred to (the “Product”) will be governed by these Terms and Conditions of Sale. If the terms or conditions of any offer or acceptance from Buyer differ from or seek to add to or supplement these Terms and Conditions of Sale, these Terms and Conditions of Sale shall constitute a counter-offer and will not be effective as an acceptance of Buyer’s differing, additional or supplemental terms and conditions, all of which are hereby rejected. THESE TERMS AND CONDITIONS OF SALE SHALL BE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS OF AGREEMENT BETWEEN ARGOLIGHT AND BUYER.
2. Prices and Payment
All price quotations are subject to confirmation and are non-binding. Unless otherwise agreed to by Argolight in writing, all prices for the sale of Product to be paid in EUR. All payments are due and payable in thirty (30) days from date of invoice. Argolight reserves the right to require alternative payment terms, including without limitation letter of credit or payment in advance. Payments not made by the due date shall be subject to a late payment charge of the lesser of four percent (4%) per month or three times the rate defined by law. In this event, Argolight shall be entitled a statutory sum of €40, as compensation for recovery costs.
Accepted means of payment:
- Wire transfers are preferred.
- Payment by credit card: a 5% processing fee will apply.
- Payment by foreign check (issued from a bank located outside of France): a 50€ fee will apply.
3. Deliveries/Delay in Delivery
All delivery times are estimates only, and in no event shall Argolight be liable for any delay in delivery or assume any liability in connection with shipment. Unless otherwise agreed to in writing by Argolight, all products shall be delivered FCA (Incoterms 2010) from Argolight main premises in Pessac, FRANCE (33600). Title to and risk of loss or damage to all or any portion of the Product shall pass to Buyer upon tender of the Product for delivery at Argolight’s plant point of shipment.
4. Limited Warranty
See below “ARGOLIGHT Warranty”.
5. Limitation on Liability
To the extent not prohibited by applicable law:
IN NO CASE SHALL ARGOLIGHT BE LIABLE TO ANYONE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR BREACH OF THIS OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, OR UPON ANY OTHER BASIS OF LIABILITY WHATSOEVER, EVEN IF THE LOSS OR DAMAGE IS CAUSED BY ARGOLIGHT’S OWN NEGLIGENCE OR FAULT.
CONSEQUENTLY, ARGOLIGHT SHALL HAVE NO LIABILITY FOR ANY PERSONAL INJURY, PROPERTY DAMAGE OR OTHER LOSS BASED ON THE USE OF THE PRODUCT IN COMBINATION WITH OR INTEGRATED INTO ANY OTHER INSTRUMENT OR DEVICE. HOWEVER, IF ARGOLIGHT IS HELD LIABLE, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE ARISING UNDER THIS LIMITED WARRANTY OR OTHERWISE, REGARDLESS OF CAUSE OR ORIGIN, ARGOLIGHT’S MAXIMUM LIABILITY SHALL NOT IN ANY CASE EXCEED THE PURCHASE PRICE OF THE PRODUCT WHICH SHALL BE THE COMPLETE AND EXCLUSIVE REMEDY AGAINST ARGOLIGHT.
6. Product Return/Repair Policy
A. Buyer will notify Argolight about the occurrence of defective or non-operational Product and request a “Return Authorization Number” (hereinafter referred to as “RMA#”) from Argolight for the items Buyer would like to return for repair or replacement by e-mail to the attention of the Customer Service Manager. This RMA# is to be used for all correspondence and shipping documents that relate to the Product.
B. Buyer will ship the defective or non-operational Product to Argolight. Buyer is responsible for shipping cost.
C. Upon receipt of the returned Product, Argolight will test the Product to verify the defective status of the component within the terms of the Limited Warranty and communicate such results to Buyer.
D. Argolight will either send a repaired or replacement Product after verifying that the Product returned under the RMA# is in fact defective within the terms of the Limited Warranty. Argolight is responsible for shipping costs of replacement Product to the Buyer.
7. Intellectual Property Rights
Any intellectual property rights on a worldwide basis, including, without limitation, patentable inventions (whether or not applied for), patents, patent rights, copyrights, work of authorship, moral rights, trademarks, service marks, trade names, trade dress trade secrets and all applications and registrations of all of the foregoing resulting from the performance of these Terms and Conditions of Sale that is conceived, developed, discovered or reduced to practice by Argolight, shall be the exclusive property of Argolight. Specifically, Argolight shall exclusively own all rights, title and interest (including, without limitation, all intellectual property rights throughout the world) in and to the Products and any and all inventions, works of authorship, layouts, know-how, ideas or information discovered, developed, made, conceived or reduced to practice, by Argolight, in the course of the performance of these Terms and Conditions of Sale.
A. Export Control Laws.
Buyer shall comply with all applicable laws, regulations and treaties relating to the sale and destination of the Products, including, without limitation, U.S. and European export control regulations. Buyer agrees not to sell any of the Products in any territory or country prohibited by applicable French laws and to obtain representations from its customers that they will not resell or transfer any of the Products to such countries or territories. Buyer will defend, indemnify and hold Argolight harmless for any damages or costs to Argolight arising from Buyer’s failure to comply with these terms.
B. UN Convention.
Buyer expressly agrees that the U.N. Convention on International Sale of Goods shall not apply.
These Terms and Conditions of Sale and the rights of Buyer hereunder may not be assigned in whole or in part without the prior written consent of Argolight.
If any provision of these Terms and Conditions of Sale is held invalid by any governing law or regulation or by any court having valid jurisdiction, such invalidity will not affect the enforceability of other provisions.
E. Governing Law/Entire Agreement.
Buyer acknowledges and agrees that these Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of France. Buyer and Argolight expressly agree that exclusively the competent French court shall resolve any disputes under these Terms and Conditions of Sale. These Terms and Conditions of Sale constitute the entire agreement between Buyer and Argolight with respect to Buyer’s purchase of the Products and supersedes all prior agreements and understandings with respect to such purchase and may not be changed or amended, or superseded by conflicting terms and conditions submitted by Buyer.
What is covered:
Under strict conditions set by the General Terms and Conditions and by the documentation provided as “Normal Conditions of Use”. Normal Conditions of Use are defined within the userguide provided with the delivered slide. This userguide shall be deemed received and accepted if no claim is made by the Buyer to Argolight within one (1) month from the date the slide has been delivered.
Argolight warrants that all Argolight’s slides sold will conform to the published specifications therefore and show a series of fluorescent patterns:
· whose form and dimensions are set to +/- 110 nm in X and Y dimensions, and +/- 110 nm in Z,
· whose average spectrum is similar in form in any part of the slide for similar illumination settings (wavelength, light flow…) and for similar pattern intensity,
· whose intensity is stable during the warrantee period, considering the restrictions hereafter.
Argolight specifies that the fluorescent properties of slides may vary in certain illumination settings, depending on the continuous exposure time. Argolight warrants that after a period without illumination, which may vary depending on the exposure time (from one minute to several hours), the fluorescent properties of the slide return to their initial state.
However, Argolight points out that the illumination conditions producing these effects are within the limits of Normal Conditions of Use, and should only be undertaken in knowledge of the risks of damage the slide may undergo if the user exceeds these limits.
How long coverage lasts:
This warranty runs for three (3) years from the date the slide has been delivered.
What is not covered:
This warranty does not cover:
· the condition of the glass surface,
· the condition of the metal part surface,
· the effects and deteriorations linked to an extended contact with water,
· the effects and deteriorations linked to an interaction with acetone, ammonia or any other detergent, apart from alcohol intended for optical lens cleaning,
· the effects and deteriorations due to unusual physical, thermal, or illumination stress and excessive light flow, whose peak irradiance is above 50 GW/cm2,
· the effects and deteriorations emerging from the use of the slide with multiphoton imaging systems.
This Limited Warranty does not apply to Products which are (a) identified by Argolight as a pre-production product, alpha, beta or similar product or a prototype, (b) specials, modifications, or customized items meeting the specifications provided by Buyer; (c) items repaired, modified or altered by any party other than Argolight; (d) items used in conjunction with equipment not provided by, or acknowledged as compatible by, Argolight.
To the extent the Product is incorporated into any other instrument or device, Argolight makes no representation with respect to the safety, efficacy, accuracy, reliability, use, or fitness for intended purpose of such integrated product. To the extent so incorporated into any other instrument or device, Buyer hereby agrees to indemnify and hold Argolight harmless from any claims, suits, liabilities, losses, damages, expenses (including reasonable attorneys’ and experts’ fees and expenses) and costs arising from or relating to any defects in and/or the use of such integrated product, and/or the failure of such integrated product to comply with any applicable laws or regulations.
What Argolight will do:
Argolight will repair any product that proves to be defective as per the given specifications.
In the event repair is not possible, Argolight will replace the slide with a new similar slide or with equivalent capacities, or refund the full purchase price of the slide.
How to get service:
To submit a warranty claim, please contact Argolight by email at firstname.lastname@example.org. A service representative will contact you within 10 working days to organize the product return by mail for Argolight to analyze it. Argolight will then take any necessary action to correct problems covered by this warranty.
EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH ABOVE, ARGOLIGHT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
Revised Oct 2016