Almax easyLab bv Terms and Conditions of Sales

1 – DEFINITION

a – ‘Buyer’ refers to the individual or company placing an order with the Seller.
b – ‘Seller’ refers to Almax easyLab BV.
c – ‘Goods’ refers to all items and materials covered by the Buyer’s order or supplied by the Seller under these Conditions of Sale.
d – ‘Contract’ refers to the agreement established upon the Seller’s acceptance of the Buyer’s order

2 – FORMATION OF CONTRACT

a – No binding agreement exists between the Seller and the Buyer until the Seller receives a valid order number from the Buyer, either verbally or in writing. All verbal orders must be confirmed in writing, including a Purchase Order number for reference, within seven days from the verbal order date.
b – All orders are accepted under the Seller’s Conditions of Sale. Any terms proposed by the Buyer are not binding unless expressly agreed in writing by a Director of Almax easyLab BV.
c – The Buyer agrees that these Conditions of Sale represent the entire understanding between the parties. No representations, terms, conditions, or obligations—whether written, oral, implied, or otherwise—exist outside of what is stated herein

3 – PRICES

Unless explicitly agreed otherwise, the Goods will be sold at the Seller’s prices applicable at the time the order is placed.

4 – PAYMENTS

a – Unless otherwise agreed in writing by the Seller, payments must be made in euros (EUR) as per the payment schedule. The standard payment schedule of Almax easyLab BV is strictly 30 days net from the date of invoice. Variations may apply by territory, subject to written agreement by a Director of Almax easyLab BV.
b – Payments must be made via wire transfer (excluding all transfer charges) to:
IBAN: BE30 4743 3630 6111
BIC: KREDBEBB
c – Without limiting other rights, the Seller reserves the right to charge interest on overdue payments. Interest will accrue daily at a rate of 2% per annum above the prevailing prime rate until full payment is received.
d – In the event of non-payment 30 days after the due date, the Buyer shall owe the Seller compensation as follows:
– 15% of the invoice amount on sums up to €12,500
– An additional 10% on amounts between €12,501 and €25,000
– An additional 7.5% on amounts above €25,001
Total compensation shall not exceed €12,500. If any invoice remains unpaid, all outstanding invoices become immediately due, regardless of original due dates. In such cases, the Seller may treat the Contract as cancelled, with notification via registered mail serving as confirmation. This does not affect any of the Seller’s other rights.
e – The Buyer shall not withhold payment under the Contract due to claims of damage or any alleged breach. The Buyer is also not entitled to offset disputed claims against amounts payable under the Contract.
f – The Seller reserves the right to cancel the Contract if the Buyer experiences financial distress, enters liquidation, has a receiver appointed, or, in the case of an individual, is declared bankrupt. If payment is overdue, the Seller may suspend or cancel any part of this or other contracts without liability and without prejudice to its rights..

5 – DELIVERY

a – While the Seller will endeavor to prevent delays, it shall not be liable for direct or indirect loss resulting from delays or failure to perform due to force majeure, Acts of God, natural disasters, fire, flood, explosion, serious accidents, governmental restrictions, war, terrorism, riots, strikes, labor issues, material shortages, or other events beyond its reasonable control.
b – If any of the events in Clause 5.a occur, the Seller may choose to suspend or cancel the Contract, in full or in part, without liability and without affecting its right to payment for goods already delivered or work completed.
c – The Seller may deliver the Goods in installments unless agreed otherwise. The Buyer’s failure to accept or pay for any installment may be treated as a repudiation of the Contract.
d – Unless otherwise specified in the Seller’s Quotation or Order Acceptance, delivery will be to the Buyer’s premises or another agreed location. The Seller will arrange and insure delivery to this point, and the associated costs will be itemized on the invoice.
e – The Buyer is responsible, at their own cost, for unloading the Goods upon delivery.
f – Claims for short delivery or damaged Goods must be made in writing by registered letter within five working days of receipt.
g – Claims for non-delivery must be submitted within 28 days of the advised dispatch date.

6 – RISKS

a – If the Seller arranges delivery under Clause 5.d, risk passes to the Buyer upon delivery to the agreed location.
b – If the Buyer arranges collection, risk transfers upon delivery to the carrier. The Buyer must insure the Goods accordingly.

7 – RESERVATION OF TITLE

a – Unless otherwise agreed in writing, the Goods remain the Seller’s property until full payment (including interest and any other amounts due) is received. The Buyer must store the Goods to clearly identify them as the Seller’s property and may not dispose of them without written consent.
b – If the Buyer sells, disposes of, or claims insurance on the Goods before full payment, any proceeds shall belong to the Seller and be held in trust by the Buyer until all amounts owed are paid.
c – Failure to promptly pay interest or other dues allows the Seller to repossess the Goods without prior notice and to enter the Buyer’s premises for this purpose.
d – Nothing in this clause entitles the Buyer to return the Goods once payment is due. The Seller retains the right to pursue legal action for recovery of payments due.

8 – INSURANCE

From the time risk passes under Clause 6, the Buyer must insure the Goods at their full replacement value against all risks, naming the Seller as an additional insured, until full payment is made.

9 – WARRANTIES

Refer to the document titled ALMAX EASYLAB BV WARRANTY POLICY DOCUMENTATION, available upon request.

10 – PATENTS & COPYRIGHTS

a – The Buyer warrants that any design or instructions provided do not infringe any intellectual property rights. The Buyer agrees to indemnify the Seller for any damages, penalties, or expenses arising from such infringement.
b – All plans, drawings, specifications, and documents provided by the Seller are protected by copyright and may not be disclosed to third parties or reproduced without the Seller’s written consent.

11 – TAXES

The Buyer shall promptly pay all applicable taxes, duties, and charges related to export, import, sale, ownership, or use of the Goods. The Buyer agrees to indemnify the Seller for any such costs incurred. The Seller may add these charges to the final purchase price.

12 – SELLER’S REMEDIES

Any failure or delay by the Seller in enforcing its rights shall not constitute a waiver or limit its ability to enforce those rights in the future. A waiver of any breach does not imply a waiver of any subsequent breach.

13 – AMENDMENTS OR VARIATIONS

No amendments or modifications to these Conditions of Sale shall be valid unless made in writing and signed by a Director of Almax easyLab BV.

14 – HEADINGS

Clause headings are included for reference only and do not affect the interpretation of the conditions.

15 – SEVERABILITY

If any provision of these Conditions of Sale is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16 – GOVERNING LAWS & JURISDICTION

The conditions of this Contract shall not be modified by the drawing or acceptance of a bill of exchange or any similar arrangement. In the event of non-payment of a bill, the full amount becomes due immediately. The Buyer is responsible for all collection and correspondence costs, including those related to non-accepted bills. All disputes shall be subject to the jurisdiction of the Commercial Courts of Torhout or Diksmuide, the Commercial Court of Oostende or Veurne, or the Courts of First Instance of Brugge or Veurne, or, at the Seller’s discretion, the courts in the Buyer’s place of domicile.

Almax easyLab Inc Terms and Conditions of Sales

1 – DEFINITIONS

a – ‘Buyer’ refers to the individual or company placing an order with the Seller.
b – ‘Seller’ refers to Almax easyLab INC.
c – ‘Goods’ refers to all items and materials covered by the Buyer’s order or supplied by the Seller under these Conditions of Sale.
d – ‘Contract’ refers to the agreement established upon the Seller’s acceptance of the Buyer’s order.

2 – FORMATION OF CONTRACT

a – No binding agreement exists between the Seller and the Buyer until the Seller receives a valid order number from the Buyer, either verbally or in writing. All verbal orders must be confirmed in writing, including a Purchase Order number for reference, within seven days from the verbal order date.
b – All orders are accepted under the Seller’s Conditions of Sale. Any terms proposed by the Buyer are not binding unless expressly agreed in writing by a Director of Almax easyLab INC.
c – The Buyer agrees that these Conditions of Sale represent the entire understanding between the parties. No representations, terms, conditions, or obligations—whether written, oral, implied, or otherwise—exist outside of what is stated herein.

3 – PRICES

Unless explicitly agreed otherwise, the Goods will be sold at the Seller’s prices applicable at the time the order is placed.

4 – PAYMENTS

a – Unless otherwise agreed in writing by the Seller, payments must be made in US dollars as per the payment schedule. The standard payment schedule of Almax easyLab INC is strictly 30 days net from the date of invoice. Variations may apply by territory, subject to written agreement by a Director of Almax easyLab INC.
b – Payments must be made via wire transfer (excluding all transfer charges) to:

JP Morgan Chase
PO Box 182051, Columbus, OH 43218-2051
Account name: Almax easyLab INC
Account No: 80001475079
ABA Routing: 021000021
SWIFT: CHASUS33

c – Without prejudice to the Seller’s other rights — including the right to sue for the price as soon as payment becomes due, regardless of whether title to the Goods has passed — the Seller reserves the right to charge interest on any late payments. Such interest shall accrue at an annual rate of two percent (2%) above the prevailing prime rate, calculated on a daily basis, until full payment is received.
d  – The Buyer shall not withhold payment under the Contract due to claims of damage or any alleged breach. The Buyer is also not entitled to offset disputed claims against amounts payable under the Contract.
e – The Seller reserves the right to cancel the Contract if the Buyer experiences financial distress, enters liquidation, has a receiver appointed, or, in the case of an individual, is declared bankrupt. If payment is overdue, the Seller may suspend or cancel any part of this or other contracts without liability and without prejudice to its rights.

5 – DELIVERY

a – While the Seller will endeavor to prevent delays, it shall not be liable for direct or indirect loss resulting from delays or failure to perform due to force majeure, Acts of God, natural disasters, fire, flood, explosion, serious accidents, governmental restrictions, war, terrorism, riots, strikes, labor issues, material shortages, or other events beyond its reasonable control.
b – If any of the events in Clause 5.a occur, the Seller may choose to suspend or cancel the Contract, in full or in part, without liability and without affecting its right to payment for goods already delivered or work completed.
c – The Seller may deliver the Goods in installments unless agreed otherwise. The Buyer’s failure to accept or pay for any installment may be treated as a repudiation of the Contract.
d – Unless otherwise specified in the Seller’s Quotation or Order Acceptance, delivery will be to the Buyer’s premises or another agreed location. The Seller will arrange and insure delivery to this point, and the associated costs will be itemized on the invoice.
e – The Buyer is responsible, at their own cost, for unloading the Goods upon delivery.
f – Claims for short delivery or damaged Goods must be made in writing by registered letter within five working days of receipt.
g – Claims for non-delivery must be submitted within 28 days of the advised dispatch date.

6 – RISKS

a – If the Seller arranges delivery under Clause 5.d, risk passes to the Buyer upon delivery to the agreed location.
b – If the Buyer arranges collection, risk transfers upon delivery to the carrier. The Buyer must insure the Goods accordingly.

7 – RESERVATION OF TITLE

a – Unless otherwise agreed in writing, the Goods remain the Seller’s property until full payment (including interest and any other amounts due) is received. The Buyer must store the Goods to clearly identify them as the Seller’s property and may not dispose of them without written consent.
b – If the Buyer sells, disposes of, or claims insurance on the Goods before full payment, any proceeds shall belong to the Seller and be held in trust by the Buyer until all amounts owed are paid.
c – Failure to promptly pay interest or other dues allows the Seller to repossess the Goods without prior notice and to enter the Buyer’s premises for this purpose.
d – Nothing in this Clause 7 shall entitle the Buyer to return the Goods, in whole or in part, once payment becomes due under the Contract. The Seller shall have the right to pursue legal action against the Buyer for such payment, including interest and any other sums owed, notwithstanding any other provisions of this Clause 7.

8 – INSURANCE

From the time risk passes under Clause 6, the Buyer must insure the Goods at their full replacement value against all risks, naming the Seller as an additional insured, until full payment is made.

9 – WARRANTIES

Refer to the document titled ALMAX EASYLAB INC WARRANTY POLICY DOCUMENTATION, available upon request.

10 – PATENTS & COPYRIGHTS

a – The Buyer warrants that any design or instructions provided do not infringe any intellectual property rights. The Buyer agrees to indemnify the Seller for any damages, penalties, or expenses arising from such infringement.
b – All plans, drawings, specifications, and documents provided by the Seller are protected by copyright and may not be disclosed to third parties or reproduced without the Seller’s written consent.

11 – TAXES

The Buyer shall promptly pay all applicable taxes, duties, and charges related to export, import, sale, ownership, or use of the Goods. The Buyer agrees to indemnify the Seller for any such costs incurred. The Seller may add these charges to the final purchase price.

12 – SELLER’S REMEDIES

Any failure or delay by the Seller in enforcing its rights shall not constitute a waiver or limit its ability to enforce those rights in the future. A waiver of any breach does not imply a waiver of any subsequent breach.

13 – AMENDMENTS OR VARIATIONS

No amendments or modifications to these Conditions of Sale shall be valid unless made in writing and signed by a Director of Almax easyLab INC.

14 – HEADINGS

Clause headings are included for reference only and do not affect the interpretation of the conditions.

15 – SEVERABILITY

If any provision of these Conditions of Sale is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16 – GOVERNING LAWS & JURISDICTION

The conditions of this Contract shall not be modified by the drawing or acceptance of a bill of exchange or any similar arrangement. In the event of non-payment of a bill, the full amount becomes due immediately. The Buyer is responsible for all collection and correspondence costs, including those related to non-accepted bills. All disputes shall be governed and construed in accordance with the laws of Delaware and the Buyer agrees to submit to the jurisdictions of the Delaware Courts.