Terms & conditions
Acceptance of Terms — By purchasing and accepting delivery of products supplied by DIATHEVA (“Products”) you agree to be bound by these terms and conditions (the “Terms and Conditions”). Terms or conditions contained in any order form or other document submitted by you which are inconsistent with, or in addition to, these Terms and Conditions are rejected, objected to and shall be deemed void and of no force or effect.
Changes — Once submitted, any change(s) to your order(s) may be made only with advance written approval of DIATHEVA and such changes may require different terms, including a change in the price and/or time of delivery. Once submitted, you may not cancel any order unless cancellation is expressly approved by DIATHEVA in writing. DIATHEVA reserves the right to cancel any order, in whole or in part, upon your breach of these terms and conditions.
Delivery, claims — All sales will be delivered Ex Works DIATHEVA's shipping point unless otherwise noted. If shipping and handling charges are quoted or invoiced, they will include charges in addition to actual freight costs. Delivery of Products to the carrier at DIATHEVA's shipping point shall constitute delivery to you and you shall bear all risk of loss or damage in transit. DIATHEVA reserves the right, in its sole discretion, to determine the exact method of shipment for any particular shipment. DIATHEVA reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve you of your obligations to accept remaining deliveries. Immediately upon your receipt of any Products shipped hereunder, you shall inspect the same and shall notify DIATHEVA in writing of any claims for shortages, defects or damages and shall hold Products for DIATHEVA's written instructions concerning disposition. If you fail to so notify DIATHEVA within five days after the Products have been received by you, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the you.
Delays — Any specified shipping and/or delivery dates are estimates only and do not represent a promise by DIATHEVA to deliver Products at a date certain. DIATHEVA shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond DIATHEVA's reasonable control, including, without limitation, unsuccessful reactions, act(s) of you, embargo or other governmental act, regulation or request affecting the conduct of DIATHEVA’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices. If any such event continues for longer than 180 days, either party may terminate your order. .
Payment and Interest — Unless otherwise stated, payment in full shall be made within 30 days of invoice. DIATHEVA reserves the right to require an advanced deposit of up to 100% of the purchase price at the time of order or any time prior to delivery as a condition of performance. If for any reason DIATHEVA , in its sole and unfettered discretion, deems the ultimate collectability of the purchase price to be in doubt, DIATHEVA may, without notice to you, delay or postpone the delivery of the Products and may, at its option, change the terms of payment to payment in full or in part in advance, with respect to the entire undelivered balance of Products. In the event of default by you in the payment of the purchase price or otherwise, DIATHEVA at its option, without prejudice to any other, may defer delivery, cancel your order and any other order of you, upon purchase price, and you agree to pay the balance then due to DIATHEVA on demand.
Taxes and other charges — DIATHEVA shall not be responsible for the payment of any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between, with the sole exception of any sales taxes invoiced and collected from you by DIATHEVA. All other such charges (if any) must be paid by you separately and in addition to the prices quoted or invoiced.
Pricing — Any quotation provided by DIATHEVA is firm only if you place a corresponding order within the time specified on the quote.
Price Changes —All price changes will be notified in the order confirmation prior the shipment and the order confirmation will have to return signed to us for acceptance before the shipment.In case of no response within 5 days the order will be cancelled .
Warranties — DIATHEVA warrants that its products shall, at the time of delivery, conform to the description of such products as provided to you by DIATHEVA. THIS WARRANTY IS EXCLUSIVE, AND DIATHEVA MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS. DIATHEVA’s warranties made in connection with this sale shall not be effective if DIATHEVA has determined, in its sole discretion, that you have misused the Products in any manner, have failed to use the Products in accordance with industry standards and practices, or have failed to use the Products in accordance with instructions, if any, furnished by DIATHEVA. DIATHEVA'S SOLE AND EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO DIATHEVA’S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN DIATHEVA'S SOLE DISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH DIATHEVA'S INSTRUCTIONS. DIATHEVA SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF DIATHEVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, COST OF CAPITAL, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, ANY LIABILITY OF BUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY DIATHEVA’S GROSS NEGLIGENCE. THE EXCLUSION OF SUCH DAMAGES AND/OR CLAIMS SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY ARISING FROM THE PURCHASE AND/OR THESE TERMS AND CONDITIONS. DIATHEVA’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO CASE EXCEED THE CONTRACT PRICE FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE BREACH. THESE EXCLUSIONS AND LIMITATIONS ON DAMAGES SHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY. ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF SHIPMENT, REGARDLESS OF THEIR NATURE.
Your Use of Products — DIATHEVA's Products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in DIATHEVA's product directory or in other literature furnished to you, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, medical devices or cosmetics for humans or animals or for commercial purposes. You acknowledge that the Products have not been tested by DIATHEVA for safety and efficacy in, medical device, cosmetic, commercial or any other use, unless otherwise stated in DIATHEVA's literature furnished to you. You expressly represent and warrant to DIATHEVA that you will properly test, use, manufacture and market any Products purchased from DIATHEVA and/or materials produced with Products purchased from DIATHEVA in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted.
Resale, Distribution and Export Prohibited — You warrant to DIATHEVA that you will use the Products directly and as permitted by section above, and you further agree that the Products may not be marketed, distributed, resold or exported by you for any purpose.
Returns —. You must obtain advance written authorization from DIATHEVA and a written return authorization document in the form then in use by DIATHEVA, prior to returning any Products. Certain items and quantities may not be returned for credit or under any circumstances. These items include, but are not limited to: diagnostic reagents, refrigerated or frozen products; reagents and standards which have passed their expiration dates; custom products or special orders; products missing labels, parts, or instruction manuals; and books, computer software and equipment removed from their original packaging. Any returned items may be subject to a 20% processing fee and must be returned within 60 days of purchase.
Technical Assistance — At your request, DIATHEVA may, in DIATHEVA's sole and absolute discretion, furnish technical assistance and information with respect to DIATHEVA's Products. DIATHEVA MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY DIATHEVA OR ITS PERSONNEL. ANY SUGGESTIONS BY DIATHEVA REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF DIATHEVA.
Miscellaneous — DIATHEVA's failure to strictly enforce any particular term or condition contained herein or to exercise any right with respect to your order shall not constitute a waiver of DIATHEVA's right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies are cumulative and are in addition to any other rights and remedies DIATHEVA may have at law or in equity. Any waiver of a default by you shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any of these terms shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The section headings herein are for convenience only; they form no part of the Terms and Conditions and shall not affect their interpretation. These Terms and Conditions shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.
Governing Law, Disputes — All disputes allegedly arising from the legality, interpretation, application, or performance of your order, the Products or any of these Terms and Conditions shall be governed by the laws of the State of Italy including its conflict of laws principles.
Acceptance of your order – all orders are subjected to acceptance from DIATHEVA. In case of product ordered is not available or prices indicated do not correspond with the current quotation you will receive an order confirmation updated and eventually with a proposal of a new solution for the product not available . For acceptance you have to return the signed document within 5 days, in case of no-response by you within the terms indicated the order will be automatically cancelled.
You agree to comply with instructions, if any, furnished by DIATHEVA relating to the use of the Products and not misuse the Products in any manner. No Products purchased from DIATHEVA shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.