Terms and conditions relating to the use of our website are outlined here.
Access to this web site is conditional upon your acceptance of and compliance with the terms, conditions, notices and disclaimers contained in this document (known as “Terms and Conditions”). Your use of, and/or access to, the site constitutes your agreement to the Terms and Conditions.
Accuplex Diagnostics Ltd reserves the right to amend the Terms and Conditions at any time. Since you are bound by these Terms and Conditions, you should periodically refer to them in this document and elsewhere on the site.
Copyright & Trade Marks
Intellectual property and restrictions on use of Content on the Site
All information, text, material, graphics and advertisements on the Site (“Content”) are Copyright ©Accuplex Diagnostics Ltd its suppliers and/or licensors unless expressly indicated otherwise on the Site.
You must not modify, copy, reproduce, republish, frame, upload to a third party, post, transmit or distribute this Content in any way except as expressly provided for on the Site or expressly authorised in writing by Accuplex Diagnostics Ltd. Strictly on the condition that you keep all Content intact and in the same form as presented on the Site (including without limitation all copyright, trade mark and other proprietary notices and all advertisements), you may:
- using an industry-standard Web browser, download and view the Content for your personal, non-commercial use, or
- if you are an Internet service and/or access provider, supply the Content to your subscriber.
Trade Marks of Accuplex Diagnostics Ltd
All trade marks displayed on the Site are trademarks of Accuplex Diagnostics Ltd or their respective owners. Nothing contained on the Site should be construed as granting any license or right of use of any trademark displayed on the Site without the express written permission of Accuplex Diagnostics Ltd or third party owner.
The Site contains hyperlinks and other pointers to Internet web sites operated by third parties. These linked web sites are not under the control of Accuplex Diagnostics Ltd, and Accuplex Diagnostics Ltd is not responsible for the contents of any linked web site or any hyperlink contained in a linked web site. Accuplex Diagnostics Ltd provides these hyperlinks to you as a convenience only, and the inclusion of any link does not imply any endorsement of the linked web site by Accuplex Diagnostics Ltd.
Limitation of Liability
Under no circumstances (including but not limited to any act or omission on the part of Accuplex Diagnostics Ltd) will Accuplex Diagnostics Ltd be liable for any indirect, incidental, special and/or consequential damages or loss of profits whatsoever which result from any use or access of, or any inability to use or access, the Site or any Content. You expressly acknowledge and agree that Accuplex Diagnostics Ltd does not exert control over users of the Site (including individuals referred to on the Site as guests and experts) and is not liable either for their opinions or their behaviour including any information and/or advice and any defamatory statements or offensive conduct.
You are liable for all transactions carried out by you or by anyone carrying out a transaction with your authority or express or implied consent, regardless of when the transaction is processed to your account.
You should check your statements and records carefully. If you believe a transaction is wrong or unauthorised you should contact us immediately.
We will make all reasonable effort to ensure that the Site is available 24 hours a day, seven days a week. However, electronic services are subject to interruption or breakdown. Therefore, access to our web site is offered on an “as is” and “as available” basis only.
This agreement will be governed by and construed in accordance with the laws of Ireland. If any provision of this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of the agreement, which will continue in full force and effect.
All rights not expressly granted herein are reserved.
Acceptance of Terms and Conditions
Your use of this web site indicates your agreement to be bound by the Terms and Conditions.
General Terms and Conditions of Sale and Delivery of Accuplex Diagnostics Limited
- Sales, deliveries and services by Accuplex Diagnostics Limited (hereinafter referred to as “Accuplex Diagnostics”) shall be made exclusively in accordance with the following General Terms and Conditions of Sale and Delivery (hereinafter referred to as the “Terms of Delivery”). By the placing of an order or the receipt of delivery the Customer accepts these Terms of Delivery of Accuplex Diagnostics. They shall also apply to all future transactions of Accuplex Diagnostics with the Customer. The application of the Customer’s divergent or supplementary terms and conditions shall be excluded, even if such terms and conditions are not expressly objected to by Accuplex Diagnostics. Additional amendments shall be part of the contract if the Customer does not present any objection within four weeks after having had the possibility of access to the modified regulations of contract.
- Contract Confirmation
- Offers by Accuplex Diagnostics shall be subject to change. A contract shall not become effective until it has been confirmed by Accuplex Diagnostics in a written confirmation of order and shall be governed exclusively by the contents of the confirmation of order and these Terms of Delivery. Oral agreements or promises are only valid if they have been confirmed by Accuplex Diagnostics in writing.
- Accuplex Diagnostics retains all rights, including Trademarks and intellectual property rights, on the sales documentation (in particular pictures, drawings, data on size and weight, explanations and descriptions) and the samples.
- The information provided by Accuplex Diagnostics in its sales promotional materials or with the offer – e.g. descriptions, drawings or pictures – only serves as a description of the products and is only approximately relevant unless such information has expressly been qualified as binding in writting.
- Scope of performance, delivery terms and delivery dates
- The performance of Accuplex Diagnostics shall only concern the deliveries and performance which have been confirmed at time of order or in other written form. If the object of sales or deliveries must meet some special purposes of the Customer, these special intended purposes and all requirements must have been agreed and confirmed in written form by Accuplex Diagnostics.
- Delivery terms and delivery dates will be confirmed by Accuplex Diagnostics in writing and may require that the Customer has provided Accuplex Diagnostics in a timely manner with all of the information or documentation required for the performance of the delivery and that the Customer has paid any advance payments in the manner and amount as agreed upon by the parties. Delivery terms agreed upon by the parties shall begin on the date of the confirmation of the applicable order. In the event of additional or supplementary contracts, the delivery periods shall be extended accordingly.
- Events which are unforeseeable, unavoidable and lie beyond the sphere of influence of Accuplex Diagnostics and for which Accuplex Diagnostics does not bear any responsibility, such as Acts of God, war and natural disasters, shall release Accuplex Diagnostics for the duration of such event from its obligation to make a delivery or service on time. Periods agreed upon between the parties shall be extended by the length of such disturbance, and the Customer shall be informed of the occurrence of such disturbance in a reasonable manner. If the end of such disturbance is not foreseeable or should it continue for a period longer than two months, each party is entitled to rescind the contract.
- If Accuplex Diagnostics is in default with its delivery or service, the Customer shall not be entitled to rescind the contract until a reasonable grace period set by the Customer has expired.
- Should the Customer be in default with his acceptance of delivery or should the Customer be in breach of any other obligations to cooperate with Accuplex Diagnostics, Accuplex Diagnostics shall be entitled to reasonably store the products at the Customer’s risk and expense. Without prejudice to its other rights, Accuplex Diagnostics is entitled to rescind the contract if a reasonable grace period set by Accuplex Diagnostics for the acceptance of delivery has expired without success.
- Accuplex Diagnostics may make partial delivery.
- Shipment, Passing of the Risk, Insurance
- In the absence of any other written instruction by the Customer, shipment shall be made using a reasonable method of shipment in the usual manner of packaging. In case of a delivery of Accuplex Diagnostics abroad Accuplex Diagnostics is obliged to respect foreign regulations on packaging, weighing and customs, if the Customer has given Accuplex Diagnostics exact indications about this. Should Accuplex Diagnostics be obliged to effect any payment due to the mentioned foreign regulations or should Accuplex Diagnostics have any other damages deriving therefrom, because the Customer had not made any reference to them in advance, the Customer shall exempt Accuplex Diagnostics from such obligation payment and shall also recompense Accuplex Diagnostics for any damage or loss arising therefrom.
- The risk shall pass to the Customer upon delivery of the products to the shipment company or delivery of the products to the Customer itself, whichever event occurs first. Should the delivery or shipment be delayed due to reasons for which the Customer bears responsibility, the risk shall pass to the Customer on the date of the notification to the Customer that the products are ready for shipment.
- Insurance shall be taken out only upon prior written request and at the expense of the Customer.
- Prices, Terms of Payment
- Unless the parties have agreed upon a certain price, the price shall be determined by the price list of Accuplex Diagnostics as applicable at the date of the conclusion of the contract.
- All prices of Accuplex Diagnostics shall be quoted ex works exclusive of respective VAT, packaging and shipment costs, possible customs duties, consulate fees and any other taxes, charges and fees raised according to provisions outside of Ireland, as well as of any other cost incurred in that regard, which will be calculated separately and born by the Customer.
- Each payment demand shall become due without any further rebate immediately on the day of the invoice and shall be paid to Accuplex Diagnostics. Payments by the Customer shall only be deemed to have been made once Accuplex Diagnostics can dispose of the amount. According to Accuplex Diagnostics’s own choice payments can be directed to compensate other open pending amounts.
- At any time upon date of invoice, Accuplex Diagnostics is entitled to place the Customer into default by sending a reminder for payment. If the Customer has not been placed into default through a reminder for payment by Accuplex Diagnostics, the Customer shall be into default at the latest 30 days following the expiry of the period for payment set forth in Section 5.3 and its receipt of the invoice.
- In the event that the Customer is in default, (cf. Section 5.4) Accuplex Diagnostics shall be entitled to demand default interest in the amount of 5 percentage points above the basic rate of the European Central Bank per year. Accuplex Diagnostics’ right to claim any further default damages against the Customer shall remain unaffected.
- Bills of exchange and cheques shall only be taken on account of performance upon special arrangement and without any bank charges or other costs for Accuplex Diagnostics.
- The Customer is only entitled to a set-off if his counterclaim is uncontested or legally binding.
- The Customer is only entitled to assert a right of retention to the extent that its counterclaim is based on the same contract, is uncontested or is legally binding. Accuplex Diagnostics is entitled to assert any right of retention in the form of a security deposit – also through guarantee.
- Should Accuplex Diagnostics become aware of a significant deterioration in the Customer’s financial situation after the conclusion of the contract, suspend payment or become in default with the payment of any bill of exchange or cheque, all claims of Accuplex Diagnostics against the Customer shall become due immediately and Accuplex Diagnostics shall be entitled to make any outstanding deliveries only against prepayment or upon the provision of security. If such prepayment or security has not been rendered even after the expiry of a reasonable grace period, Accuplex Diagnostics may, without prejudice to its further rights, partially or totally rescind the contract.
- Statutory Warranty, Duty to Inspect the Products
- Statements in catalogues, price lists and other material information which Accuplex Diagnostics has handed over to the Customer, as well as product descriptive statements, are in no way to be understood as warranties as to characteristics or as agreed characteristics. Warranties as to characteristics or agreed characteristics must be expressly set out as such in writing by Accuplex Diagnostics.
- Customer’s warranty rights shall require that it inspects the products upon delivery without undue delay and notifies Accuplex Diagnostics thereof in writing and without undue delay, but no later than two weeks following delivery; hidden defects must be notified to Accuplex Diagnostics in writing without undue delay upon their discovery.
- Customer’s warranty rights are restricted to the remedy of defects subject to warranty obligation or the delivery of a product without defect (supplementary performance); Accuplex Diagnostics shall be entitled to choose between these two possibilities in case of defects. If supplementary performance is not successful, the Customer shall have the right to reduce the price or to rescind the contract.
- The Customer shall give Accuplex Diagnostics the necessary period of time and opportunity for supplementary performance.
- Ownership of products which have been replaced by Accuplex Diagnostics shall pass onto Accuplex Diagnostics.
- Accuplex Diagnostics shall not assume any warranty for damages caused by inappropriate or improper use or storage, provided that Accuplex Diagnostics does not bear the responsibility for such damages.
- Accuplex Diagnostics shall bear the material, shipment and working costs which accrue for the purpose of the supplementary performance, provided that the defect claimed by the Customer is acknowledged.
- The limitation period for the statutory warranty claim for the products shall be one year from the date of the passing of risk.
- Any further claims of the Customer, particularly claims regarding damages deriving from product defects, shall normally be excluded unless there is physical injury, or, unless Section 7 provides otherwise.
- Compensation for Damage and Limitation of Liability
- Accuplex Diagnostics shall be liable for damage compensation: (i) for damages which have been caused by it or its agents intentionally or due to gross negligence; (ii) in the event of the violation of material contractual obligations due to slight negligence, but limited to the foreseeable damage typical to such contract; (iii) pursuant to the provisions of the Product Liability Act and other possible mandatory statutory liability provisions; (iv) otherwise for personal injuries for which Accuplex Diagnostics bears responsibility.
- In case that none of the provisions in Sections 6.9 or 7.1 is applicable, Accuplex Diagnostics is not liable for damage compensation.
- Sections 7.1 and 7.2 shall apply to all claims for damage compensation, irrespective of the legal grounds therefor, including, but not limited to, liability under tort, for breach of contractual.
- The Customer is obliged to undertake appropriate measures to avert and limit any damage.
- Retention of Title
- The delivered products shall remain the property of Accuplex Diagnostics until any and all claims of Accuplex Diagnostics arising under its business relationship with the Customer have been fully paid even if the single product has been paid. If the Customer is not a merchant, the delivered products shall remain the property of Accuplex Diagnostics until any and all claims of Accuplex Diagnostics related to these products have been fully paid.
- In case of current accounts, this retention of title shall be deemed to serve as security for the outstanding owing claim of Accuplex Diagnostics.
- The Customer shall only be allowed to sell the products subject to retention of title upon Accuplex Diagnostics´ prior approval. The Customer is not entitled to pledge the products subject to retention of title, to assign them as security or make other dispositions endangering Accuplex Diagnostics´ title to such products.
- The Customer shall provide Accuplex Diagnostics at all times with all desired information concerning the products subject to retention of title. The Customer shall immediately report to Accuplex Diagnostics any access to or claims by third parties to the products subject to retention of title and shall hand to Accuplex Diagnostics all the necessary documents related thereto. The Customer shall also advise any third party of Accuplex Diagnostics´ retention of title. The costs of a defence against access and claims shall be borne by the Customer.
- The Customer is obliged to treat the products subject to retention of title with care for the duration of the retention of title.
- Should the realizable value of the securities exceed all of Accuplex Diagnostics´s claims which are to be secured by more than 10 %, the Customer shall be entitled to demand a release to such extent.
- Should the Customer be in default of material obligations such as payment to Accuplex Diagnostics, Accuplex Diagnostics may, notwithstanding other rights, take back the products subject to retention of title and realize them for the purpose of satisfying its matured claims against the Customer. In such case, the Customer shall grant Accuplex Diagnostics or Accuplex Diagnostics´s agents immediate access to the products subject to retention of title and release them. Should Accuplex Diagnostics demand the release under this clause, this shall not be deemed to be a cancellation of the contract. The Customer allows Accuplex Diagnostics or its agents access during office hours to any and all office premises. Accuplex Diagnostics or his agents are allowed to take in possession the products subject to retention of title, to exploit them respecting the diligence of a prudent businessman and to settle his claims with the proceeds of their exploitation.
- In case of deliveries to other jurisdictions in which the foregoing provisions governing the retention of title do not have the same security effect as Ireland, the Customer shall take any possible steps to create equivalent security rights for Accuplex Diagnostics without undue delay. The Customer shall cooperate in all measures such as registration, publication, etc. which are necessary and beneficial to the validity and enforceability of such security rights.
- Should the Customer breach any obligation mentioned in Section 8, Accuplex Diagnostics is allowed to rescind the contract without prejudice to any other rights of Accuplex Diagnostics.
- Product Liability
- Should the Customer sell the products, it shall hold, within the internal relationship between the parties to this contract, Accuplex Diagnostics harmless from any product liability claims of third parties, provided that Customer is responsible for the defect causing such liability.
- General Provisions
- Amendments of and supplements to this Contract and/ or these Terms of Delivery and any supplementary agreements must be in writing. That shall also apply to the amendment of this written form requirement.
- If a provision of this Contract and/ or these Terms of Delivery is fully or partially invalid, the validity of the remaining provisions shall remain thereby unaffected. In such case, the parties undertake to replace the invalid provision by a valid provision coming closest to the commercial purpose of the invalid provision.
- Place of fulfilment for all contractual or legal claims is Dublin, Ireland. Should the Customer be a merchant, a legal entity under public law or a public law special fund, the exclusive venue for all disputes arising under this contractual relationship – including law suits regarding cheques and bills of exchange – shall be Dublin, Ireland. This shall also apply if the Customer has no general place of jurisdiction in Ireland or has moved its habitual place of residence to a foreign country following the conclusion of the contract. Accuplex Diagnostics is entitled, however, to sue the Customer at any other court having statutory jurisdiction.
- The laws of Ireland shall apply.
- Any business or trade secret obtained throexchanged during cooperation between Accuplex Diagnostics and the Customer shall be confidentially treated by both parties, should not be given to any third party without the prior written consent of the other party and shall not be used by the receiving party for their own purpose with the prior written consent. This obligation survives termination of the agreement.