General Terms & Conditions of Sale and Delivery (GTS)

All legal relationships between AriumLab and the contracting Party are governed by Estonian law, whereby the UN Sales Convention shall be excluded.

1. General information – Scope – Written Form
   1.1.   All goods sales and deliveries performed by Ariumlab shall be subject exclusively to these General Terms and Conditions of Sale and Delivery (hereinafter called “the GTS”), insofar as these are not amended by means of individual written agreements.
   1.2.   Any agreements concluded with the Buyer (including side agreements, supplements, and amendments) which are made in individual cases, have priority over these GTS. A written contract or written confirmation from us is authoritative for the content of any agreements of this kind, subject to proof of the contrary.
   1.3.   Ariumlab reserves the right to amend these GTS at any time
2. Price Lists and Offers
   2.1.   Our offers are non-binding and subject to alteration unless they have been explicitly marked as binding or contain a specific term of acceptance.
   2.2.   The written purchase agreement is solely authoritative for all legal relationships between us and the Buyer, including these GTS. Price information and other terms and conditions shown in catalogs, brochures, and price lists merely represent invitations to submit offers; they are time-limited pursuant to the information printed therein and may be amended without prior notification once this period has expired.
   2.3.   The validity of the Ariumlab offers is limited to 15 (fifteen) days from the date of the offer, although at the most to the duration of the respective relevant price lists or special offers.
   2.4.   Amendments to orders require a change agreement at least in text form, and are only possible in exceptions and only if production has not yet started. Any costs for changes to the order requested by the Buyer shall be borne by the Buyer.
3. Prices and Order Volumes
   3.1.   Deliveries and sales prices are shown ex-works and are quoted in Euros unless otherwise agreed. The prices which are offered are subject to the applicable, statutory taxes, fees, and duties.
   3.2.   Orders placed by the contracting Party shall be subject to the prices and conditions which are valid on the day on which the order is recorded.
   3.3.   Orders to the net value of 8,000 Euros will be subject to a shipping and packing fee. Orders above (>8,000 Euros) will be dispatched without any surcharges for shipping and packing. 3.4.   Separately negotiated, individual orders may be subject to a waiver of the shipping and packing fees.
4. Delivery / Delivery time / Deviations in quantities / Packaging
   4.1.   The scope of the delivery does not include further technical specifications, assembly, fitting, intellectual property rights of all kinds, environmental tests, or other tests that go beyond the normal AriumLab standard tests, certification, and packaging which goes beyond the AriumLab standard packaging.
   4.2.   Provided the order confirmation does not specify anything else, “ex works” delivery is agreed and any delivery costs arising from transportation (loading and unloading) will be charged to the contractual partner.
   4.3.   Terms and deadlines suggested by us for deliveries and services are only approximate unless a specific term or fixed deadline is explicitly accepted or agreed upon. If dispatching has been agreed, the delivery times and deadlines refer to the time of the hand-over to the freight forwarder, hauler, or other third-party commissioned with the transport. Orally promised delivery dates shall only be binding insofar as they have been confirmed by AriumLab in writing.
   4.4.   Without prejudice to our rights due to a default by the Buyer, we can demand the extension of delivery and service periods, or the postponement of delivery and service deadlines, if the Buyer does not meet its contractual obligations to us.
   4.5.   If the goods are returned to AriumLAb for any possible reason, then the risk and liability shall be retained by the contracting Party until these have been unloaded in Tallinn. In the event of the delayed acceptance of the goods by the contracting party, then the risk shall be transferred to the contracting party from the date and /or commencement of the delay.
   4.6.   Insofar as the respective applicable law does not stipulate any other relevant clause(s), then the contracting Party shall in all cases be exclusively responsible for adhering to all export, import, transit, and control regulations and formalities.
5. Obligation to deliver and cooperate
   5.1.   The scope of our obligation to deliver is based exclusively on the contract concluded and these GTS. Changes to construction, form, and color, which are due to an improvement in technology or legislative requirements remain reserved, provided the changes are not major or unreasonable for the Buyer in any other way.
   5.2.   We are permitted to make partial deliveries if the partial deliveries can be used by the Buyer within the scope of the intended contractual purpose if the delivery of the remaining ordered goods is ensured and the Buyer does not incur any considerable extra work or extra costs as a result (unless we declare that we are prepared to take on these costs).
   5.3.   In the event of force majeure, strikes, lock-outs, or similar unforeseen events, which prevent an order from being executed, we are not bound to the agreed delivery time for the duration of the obstruction.
6. Delivery delays
   6.1.   If the agreed deadline cannot be met by us or our suppliers, due to conditions that are not under our control, the deadline shall be extended accordingly. We will notify the Buyer immediately about a case of this kind. If the preventative conditions continue to exist one month after the expiry of the agreed delivery time, both parties can withdraw from the contract. Further claims due to the delivery time being exceeded, for reasons which are not our fault, are excluded.
   6.2.   In the event of a delivery delay which is our fault, the Buyer is permitted to demand lump-sum default compensation of 2% of the affected delivery value for each completed week, up to a maximum of 10% of the delivery value, if the Buyer incurs damage due to the delay. Furthermore, the Buyer can set a suitable grace period for us in writing (text form is sufficient) which must amount to at least 15 days. After this deadline has expired without effect, the Buyer is permitted to withdraw from the contract or to demand compensation instead of delivery.
7. Notice of defects / Claims for defects / Warranty period
   7.1.   We only assume warranties as part of individual and explicit contractual agreements.
   7.2.   The contracting Party must inspect the products (quality and quantity) at their own expense.
   7.3.   If the goods have a defect upon the transfer of risk, we are obliged and have the right to provide supplementary performance. The supplementary performance is done at our discretion by a remedy of the defect or replacement delivery. The costs for the supplementary performance, in particular the transport, infrastructure, work, and material costs are to be borne by us within the scope of the legal provisions if there is actually a defect. Otherwise, we can demand compensation from the Buyer due to unauthorized requests for defect rectification (in particular the costs associated with verification and transportation), unless the lack of a defect could not have been noticed by the Buyer. Our right to reject supplementary performance based on the legal requirements remains unaffected by this.
   7.4.   Concealed defects must be reported in writing immediately following their discovery, although at the latest within 10 (ten) days following the ascertainment of the defects, describing the defects in detail.
   7.5.   If the Contracting Party fails to issue the correct notice of defects, then the product shall be deemed to have been approved without reservation.
   7.6.   Claims brought by the contracting Party on account of defects shall be excluded in the case of minor material defects. If the subsequent fulfillment has failed to produce the desired effect, has been refused or is unreasonable, or if the contracting Party fruitlessly granted Ariumlab a reasonable grace period for subsequent fulfillment, then the contracting party shall be entitled to demand a price reduction or to withdraw from the agreement.
   7.7.   The legal warranty period for new goods is limited to one year from the transfer of risk, although at the latest from delivery, provided mandatory legal provisions do not intend a longer period of limitation.
   7.8.   We exclude used goods from the warranty; we are only responsible for defects if we have explicitly provided a warranty.
8. Payment, Invoicing
   8.1.   Provided nothing else has been explicitly stated, all prices are quoted in EUROS, ex-works, and excluding the legally-applicable VAT; the VAT is charged on the invoicing date at the legally-applicable rate, and stated separately on the invoice.
   8.2.  Payments of the purchase price are to be paid in cash or by wire transfer within 15 days. They are deemed to be settled on the date the amount is freely available to us. The risk of the method of payment is to be borne by the Buyer.
   8.3.   AriumLab may at any time demand advance payment or an irrevocable letter of credit or may insist upon other payment methods. Any resulting costs shall be borne by the contracting party.
   8.4.   Other forms of payment require a separate agreement, usually in text form. The costs incurred by both parties are to be borne by the Buyer.
9. Warranty and guarantee
   9.1.   AriumLab guarantees that its products are free of material and manufacturing defects
   9.2.   The guarantee issued by AriumLab shall extend from the day of dispatch (or in the case of assembly or fitting performed or commissioned by AriumLab, from the date of the completion of these works) for the guarantee period agreed in the individual agreement by and between AriumLab and the contracting party, or in the absence thereof for the duration of 24 (twenty-four) months, unless otherwise stipulated below.
   9.3.   Expendable goods such as for example seals, valves, actuators, etc. have a limited useful life on account of the application. For this reason, the guarantee for signs of natural wear or for improper utilization shall be excluded.
   9.4.   In the event of replacement or repair, no new guarantee period will commence; the original, remaining period of the original guarantee period shall apply.
   9.5.   The contracting Party shall lose his claims:
   a) if the products or their parts were not connected, assembled, fitted, deployed, utilized, or serviced properly or as intended and in accordance with the details set out in the operating instructions and/or the material safety data sheets or in accordance with their specifications;
   b) if the damage was caused by the impact of force (e.g. accident);
   c) if the products or their parts (incl. electronics and software) were not set, amended, repaired or services by QInstruments or by specialized authorized by AriumLab ;
   d) if non-original AriumLab parts were used when replacing parts;
   e) if serial numbers have been amended, deleted, or removed.
   9.6.   Whosoever asserts a guarantee claim must demonstrate that the product defect was caused by material or manufacturing defects.
10. Liability
    10.1.   We are not liable in the event of simple negligence by our committees, legal representatives, employees, or other vicarious agents, provided it does not concern a violation of material contractual obligations. Material contractual obligations are, in particular, those whose fulfillment allows the proper execution of the contract, and on which the Buyer can regularly rely on being observed.
    10.2.   AriumLab shall not be liable for the consequences of the improper amendment or treatment of the goods, and in the case of technical medical equipment in particular not for the consequences of faulty maintenance performed by the contracting Party or any third party, as well as for defects which were based upon normal wear or which were caused by the transport.
11. Utilisation restrictions
    11.1.   Goods delivered by AriumLab may contain products whose use by the contracting Party is subject to statutory patents or licensing restrictions.
12. Intellectual property
    12.1.   All intellectual property (such as e.g. trademarks or the company designation) shall be retained by AriumLab.
    12.2.   The contracting party may not use the intellectual property of AriumLab without the prior written approval of AriumLab. The use of AriumLab advertising material remains reserved.
    12.3.   Should third parties claim that their intellectual property is being breached by AriumLab products, then the Contracting Party must inform AriumLab thereof in writing without delay. The contracting Party must to the best of his ability, and in accordance with AriumLab’s instructions, help AriumLab defend itself against such claims. AriumLab shall not be liable vis-à-vis the contracting Party for any possible damages resulting from such claims or actual breaches.
13. Confidentiality
    13.1.   The contracting Party must – including after the end of the business relationships – treat all details of his business relationships with AriumLab as well as its business secrets in a strictly confidential manner. He shall also impose this obligation upon his managing officers, employees as well as lawfully involved third parties. The offers made by AriumLab shall in particular also be deemed to be of a confidential nature. Any breach of this obligation shall entitle QInstruments to demand compensation and to withdraw from the legal agreement with immediate effect.
14. Reservation of title
    14.1.   The title to all sold products shall be retained by AriumLab until AriumLab has received the full purchase price. The title held by AriumLab also extends to the new products created by processing the goods which are subject to reservation of title. The processing shall be performed for AriumLab in the capacity of a manufacturer. In the event of any processing, connection, or blending or mixing with items that do not belong to AriumLab, AriumLab shall acquire co-ownership thereof in proportion to the invoice value of its goods which are subject to the reservation of title relative to the invoice values of the other materials.
    14.2.   The contracting party must treat the goods which are subject to the reservation of title with due care. He is obliged to insure the goods which are subject to the reservation of title adequately at his own expense against fire, water, and theft damage at their new value, and shall in advance assign to AriumLab his claims for compensation arising out of these insurance agreements.
15. Force Majeure, contractual obstacles
    15.1.   Force majeure of all kinds, unforeseeable operating, transport or consignment disruptions, fire damage, flooding, unforeseeable fuel, energy, raw material or auxiliary material shortages, lawful strikes, lawful lockouts, official decrees or other hindrances for which the Party which owes the performance is not responsible, which delay or prevent the manufacture, the dispatch, the delivery or the acceptance, or which render these unreasonable, shall free QInstruments from the obligation to perform the delivery or the acceptance for the duration and scope of the disruption. This shall also apply if the circumstances occur in relation to the suppliers.
16. Miscellaneous provisions
    16.1.   The invalidity of individual provisions of our GTS does not affect the validity of the remaining provisions. If the contract or these GTS contain gaps, legally-valid regulations shall be agreed to fill these gaps, which the contract partners would have agreed according to the business objective of the contract and the purpose of these GTS, if they had known about the gaps.
    16.2.   All agreements concluded between AriumLab and the contracting party pertaining to the execution of the sale of goods must be made in writing in order to be valid (validity requirement).
    16.3.   The waiving of requirement for written form is only valid in writing.
    16.4.   The contracting party may not assign their claims vis-à-vis AriumLab to any third party.
    16.5.   AriumLab may draw upon the services of third parties for the purpose of fulfilling its obligations.
    16.6.   Any communications relating to this document and/or other matters should be addressed to Glamarium OÜ, Kopli 25, 10412 Tallinn, Estonia.