Merci - Partner for Your Laboratory

These General business terms and conditions shall become valid on 30th July 2009.

General business terms and conditions

I. Basic provisions

- These General business terms and conditions govern the relationships between the MERCI company (as the supplier) and its customers (purchasers). Any written agreements between the two parties shall supersede these general business terms and conditions.

- Relationships between the purchaser and the supplier are subject to the applicable legislation of the Czech Republic at all times.

II. Subject of transactions

- The subject of transactions are any goods and services referred to in the catalogue of the MERCI company or any other promotional materials of the company, which is to include particular price quotations for particular purchasers.

III. Price

- Prices referred to in catalogues and price lists of the MERCI company are at all times valid as at the day on which said documents are issued. The publisher reserves the right to change the prices without a prior notice, with respect to price changes made by manufacturers or to exchange rate fluctuations (CZK – foreign currency). The publisher is not responsible for misprints in the promotional materials.

- The purchaser may request a price quotation from the supplier, for the sake of clarification and specification of the nature of the goods. Said quotation shall remain valid for 30 days, unless otherwise stated.

- All prices in MERCI catalogues are in CZK excl. VAT (which, in most cases, is 20 percent).

- The listed prices already include customs charges, packing and transport charges, save for cases in Article V.

IV. Ordering procedure

- Written orders can be delivered to the supplier by any means possible (post, fax, e-mail). Phone or oral orders can be accepted in exceptional cases only.

- Should an order be associated with a particular price quotation, said quotation must be attached to the order; otherwise it is not possible to accept any subsequent complaints regarding the breach of the conditions offered with respect to the particular transaction.

- The delivery price is subject to the price list that is valid on the day the order is received.

- The order must include an exact specification of the name of the company or institution that places the order, its address, contact person, CIN, VAT Number, exact address of the payer (if it is different from the purchaser's) and bank account number. Furthermore, it is necessary to specify the exact address of the point of delivery and contact person, phone number (if it is different from the phone number of the purchaser), exact specification of the goods, required quantities and delivery conditions (such as date and other particular conditions).

- If the purchaser does not wish partial deliveries, the purchaser must state this in their order.

Warning:

- Pursuant to the applicable legislation, the supplier does not accept verbal or telephone orders for chemical substances. These orders must always be sent in writing (post, fax, e-mail). In case of highly toxic substances, the supplier requests a proof of professional eligibility compliance that the purchaser must submit along with their order.

V. Order acknowledgement and delivery conditions

- If so requested by the purchaser, the supplier shall issue an order confirmation form that will specify the nature of the goods, quantities ordered, purchase price and expected delivery deadline. In case the purchaser does not object within 10 days (in writing, via phone or other demonstrable means of communication), the order acknowledgement (or the resulting Purchase contract, as the case may be) will be deemed to have been entered into.

- In case the purchaser's order is clearly understandable and no written order confirmation is explicitly requested by the purchaser, the supplier is entitled to ship the goods even without a prior written order confirmation.

- There might be well-grounded cases in which the supplier confirms the receipt of the purchaser's order by means of a Purchase contract. In this case the Purchase contract is deemed to have been included once it has been signed by both contracting parties.

- There might be well-grounded cases, especially with respect to non-standard goods, when the supplier is entitled to claim an advance payment. The delivery term referred to in the order acknowledgement form is counted from the day on which the advance payment amount is paid.

- The typical delivery term is one to six weeks from the day on which the order is received. In case of goods with longer delivery terms, the purchaser will be informed about the actual delivery term in the order acknowledgement form. Depending on the extent and structure of the order, partial performance is possible (i.e. several partial deliveries), unless otherwise stipulated in the order.

- Pursuant to the instructions in the order, the supplier shall provide free of charge transportation to the place of delivery in the Czech Republic, with the following exceptions:

a) if goods valued at under CZK 5,000 (excl. VAT) are transported by a third-party haulage contractor the purchaser will be charged a packing fee of CZK 30 and transport fee of up to CZK 300, depending on the weight and volume of the goods (in case of partial deliveries, said fee will be charged only once – i.e. for the first batch);

b) in case of purchase of large or heavy goods (laboratory furniture, large equipment etc.) the transport fee will be charged in line with the conditions of the supplier or pursuant to an agreement between the supplier and the purchaser;

c) in case of cross-border deliveries transport fees will be charged pursuant to a special agreement.

- Should the purchaser require installation that is not a part of the offer, the purchaser must declare this wish in their order. Subsequently, the supplier shall acknowledge the term and installation price. It must be okayed by the purchaser. Should the purchaser fail to provide the required assistance, which renders installation impossible at the defined date as agreed, the purchaser will be charged the related costs. The purchaser may not rescind the contract with the supplier if it is not possible to carry out installation by means that have not been agreed upon between the two parties in advance.

- The supplier is not responsible for fitness of the selected equipment for the particular purposes requested by the purchaser, if they have not been explicitly listed in the purchaser's order.

VI. Cancellation of orders and purchase contracts

- Acknowledged orders and purchase contracts can only be cancelled via a mutual written agreement between the two parties.

- The supplier is entitled to claim a cancellation fee from the purchaser in the amount of 50 percent of the price of the subject matter of the order, so as to cover legitimate costs incurred with respect to the provision of the subject matter of the order (goods).

VII. Payment conditions and transfer of title

- The goods ordered are most typically paid via a bank transfer onto the account of the supplier, with the maturity date being in 14 days.

- In case of the very first transaction, the supplier requests cash payment or advance payment. In legitimate cases, the very first transaction can also be made pursuant to a purchase contract with bank transfer payment.

- In case of orders valued at under CZK 1,000 excl. VAT, or in other legitimate cases, the supplier may request cash payment prior to actual delivery and charge a handling fee of CZK 80.

- Other payment conditions (postponed maturity date, etc.) must be agreed upon in writing in advance.

- Should the purchaser be in default with payment (against the deadline being referred to in the invoice) the supplier may claim a contractual penalty in the amount of 0.05 percent of the invoiced amount for every day of default.

- There are legitimate cases in which the supplier may claim an advance payment from the purchaser, which may be up to 100 percent of the expected purchase price.

- The risk of damage to the goods is transferred onto the purchaser upon takeover. The goods shall become the property of the purchaser once the full price has been paid to the supplier.

VIII. Complaint procedure and warranty

- The supplier is responsible for the completeness and compliance of the delivery with the data in the delivery note.

- Upon the acceptance of a particular delivery, the purchaser is obliged to verify the quantities, completeness, accuracy and integrity of the delivery, and to endorse the data on the delivery note. In case of any problems with the delivery the purchaser must state the same in the delivery note or carriage document. Do not accept the delivery if the packaging is damaged. Should the nature and size of the delivery disallow it, completeness and accuracy of the delivery can be contested within five calendar days from the date of delivery.

- Pursuant to the applicable Commercial Code, the warranty period for latent defects, functionality etc. is at least six months, provided the delivery note does not explicitly define a longer period. The supplier shall issue a delivery note with warranty conditions, stating the date of sale, particular length of the warranty period, type and number of product for the goods in case of which the warranty period is longer than the warranty period required by law.

- Any and all claims must be submitted in writing. The document must contain the specification of the items under claim, description of the defect, order number and date, delivery note or invoice number and name of the representative of the purchaser who is in charge of the claim. The document must be demonstrably delivered to the supplier along with the item under claim.

- The warranty does not apply to defects and damage caused by improper use due to failure to abide by the user manual, to carry out regular maintenance, due to adjustments to the product without the supplier's authorisation, improper transportation or storage.

- The warranty does not apply to general tear and wear.

- The warranty period shall be counted from the day on which the goods are accepted by the purchaser, or from the commissioning of the equipment. The number of days during which the equipment is being serviced is not subtracted from the warranty period in progress.

- The warranty conditions are binding on the supplier only when the purchaser is not in default with the payment of the purchase price for the goods.

- Should the supplier ascertain that a claim is illegitimate, all costs incurred with respect to the ascertainment of the extent of damages and repair will be charged to the purchaser in full.

- The purchaser is obliged to return to the supplier only goods that have been decontaminated and cleaned, in their original packaging, if possible, or in packaging that fully replaces the original packaging in terms of functionality. All items under claim must be accompanied with affidavits confirming that the goods have been decontaminated; the form can be downloaded from the website, or obtained from the staff, of the supplier.

- The supplier shall commence the complaint procedure immediately after the receipt of the notice from the purchaser. The purchaser is usually informed of the result of the procedure within 5 days.

- The supplier is entitled to subcontract third persons for the purpose of warranty service.

IX. Final provisions

By ordering goods from a catalogue, price quotation or other promotional materials of the supplier, the purchaser expresses their approval of these General business terms and conditions. Any requirements of the purchaser that are not in line with these General business terms and conditions of the supplier must be agreed upon in advance and confirmed via a mutual written agreement between both contracting parties, otherwise they shall be disregarded as invalid.

Delivery conditions covering the delivery of laboratory furniture shall be governed primarily by the Contract for Work and information on the acknowledgement of order that is issued separately for each order of laboratory furniture.