General Terms and Conditions of Sale and Delivery
The following general terms and conditions of sale and delivery (hereinafter referred to as “General Terms
and Conditions”) of KRÜSS Scientific Instruments apply to all offers and order acceptances as well as to any
deliveries, Service, other services, and information provided. For the purposes of these General Terms and
Conditions, a “Service” includes without limitation services, laboratory measurements, consultation services,
assessments, and development of methods and processes. Deviating conditions, if any, shall be ineffective
unless expressly confirmed by us in writing. Our General Terms and Conditions shall apply even if we accept
the customer’s performance without reservation despite being aware of the customer’s terms and conditions
contrary to or deviating from our General Terms and Conditions.
1. Conclusion of contract/Special right of rescission
1.1. We reserve the right to accept orders or the placement of orders within a period of two weeks.
Order acceptance shall be affected in form of a written order confirmation. Neither a handwritten
signature nor an electronic signature is required for the fulfillment of the requirement of written form.
Notifications via fax, e-mail or otherwise in text form are sufficient to fulfill the requirement of written
form. The registration for seminars become binding as soon as KRÜSS receives the written registration
notification (e-mail, mail, fax, web registration form). Registrations generally relate to companies, not to
individuals.
1.2. Subsequent changes or amendments shall not be binding to us unless expressly confirmed by us in
writing. Drawings, illustrations, weights, and other documents relating to the offer generally apply subject
to the usual tolerances, unless otherwise expressly confirmed by us. The customer shall bear the risk of
incorrect information (sketches etc.) or wrong transmission of essential measurements. The customer
shall be obliged to accept and pay for custom-made goods.
1.3. We shall rescind the contract if the customer is included in one of the terrorist lists of the EU, US or
other countries, or if delivery is prohibited by other binding export restrictions. The right of rescission
shall remain in effect until the date of delivery. In addition, we reserve the right to charge the customer's
account with any costs incurred up to the date of rescission.
2. Prices and terms of payment
2.1. In case of changes of the order data that are mutually agreed upon or demanded by the customer,
all previously stated prices become ineffective. The prices are stipulated Exworks, Matthews, NC (“EXW”,
Incoterms 2020) or FOB, Matthews, NC unless otherwise expressly agreed upon. The customer shall bear
the costs for shipment and the sales and/or import taxes applicable at the time of delivery. After order
confirmation, any additional costs for changes made to the item or to the service upon the customer's
request shall be charged to the customer.
2.2. Unless otherwise expressly agreed upon, all payments are to be made net without deductions
within 30 days after the date of invoice. Seminar fees are payable in advance (“Prepayment”). If a booked
seminar is cancelled less than 14 days before its commencement, 50% of the seminar fees must be paid.
Payments shall be made in USD. In case of any delay in payment, interest will be charged at 1.5% per
month, or the highest rate permissible under applicable law, calculated daily and compounded monthly.
2.3. Deliveries to customers outside of the US and Canada are subject to prepayment (cash in advance)
or to a confirmed and irrevocable letter of credit issued by a lending institution acceptable to us.
2.4. Sales tax exempt deliveries can only be affected if the customer provides us with the customer’s tax
exemption certificate or direct pay permit.
2.5. If payment is not made on time, we reserve the right to refuse to execute subsequent orders or to
revoke net payment terms until open credit is re-established.
2.6. We are entitled to refuse to perform if it becomes obvious after conclusion of the contract that our
claim for payment is endangered due to the customer’s lack of financial capacities. The right to refuse
performance does not apply if the payment is made or if a security, acceptable to us in our sole
discretion, is provided. We shall be entitled to set a reasonable period during which the customer is
obliged to effect counter-performance or to provide security concurrently against the chosen
performance. After this period has lapsed without success, we shall be entitled to rescind the contract.
2.7 All “stock items” (i.e. goods which are kept in stock and are not customized at the time of
customer order) that are not defective in design or manufacture and are in “new condition”, as deemed
by the Supplier, may be returned by the Purchaser and shall incur a restocking fee of 15% of the total
invoice price. Customer shall bear the shipping cost and any taxes or duties incurred as a result of the
return. Customized products or items which have been used may not be returned unless explicitly
negotiated in writing with the Supplier.
3. Customer’s right of setoff and retention
3.1. The customer has no right of setoff or retention except and to the extent the customer’s claims
forming the basis of such right of setoff or retention are undisputed or established by declaratory
judgment. Moreover, the customer may only exercise a right of retention if the customer’s counterclaim is
based on the same contractual relationship.
4. Term of delivery and delay in delivery; delivery by sub-suppliers; force majeure
4.1. The term of delivery we stated will not commence until all technical and regulatory issues, including
those referenced in Section 1.3 above, are satisfied and the customer’s obligations are fulfilled properly
and in due time. To the extent import licenses or other approvals are required in the country of
destination, the customer shall be obliged to provide us with the number, date of approval and term of
validity thereof.
4.2. The term of delivery is subject to the proviso that our sub-suppliers supply us correctly and in due
time. The term of delivery shall be deemed observed if we inform the customer that the goods are ready
for dispatch within the term of delivery. Such notification obliges the customer to accept the goods
immediately. Any changes to the design of the item to be delivered the customer requests during the
term of delivery shall interrupt and extend the term of delivery accordingly.
4.3. If the payment mode is “Prepayment”, the stated term of delivery will commence upon full receipt
of the amount in the account stated by us.
4.4. We shall be entitled to deliver before the agreed date. Partial deliveries and services are admissible
to the extent this is reasonable. If we are unable to deliver by the agreed date of delivery, we shall be
entitled to stipulate a reasonable new term of delivery.
4.5. If the customer is in delay in acceptance or otherwise culpably violates their obligations to
cooperate, we shall be entitled to claim compensation for any related damage incurred, including any
additional expenses, e.g. storage costs. We reserve the right to assert further claims.
4.6. In case of force majeure or other unforeseeable, exceptional circumstances that are not within our
control and that prevent us from fulfilling our obligations in due time, the term of delivery shall be
extended accordingly. Force majeure includes government measures, epidemics and pandemics, riots,
strikes, lock-outs, fire, terrorism, acts of god, machine defects, difficulties to obtain materials or energy,
transport delays and other reasons beyond our control. To the extent a delay in delivery due to force
majeure is longer than three months or performance of one of the parties becomes unreasonable due to
one or more of the above reasons, the parties shall be entitled to rescind the contract. If the term of
delivery is extended or we are exempt from the obligation to deliver, the customer shall not be entitled to
assert any claims for damages based thereon.
5. Shipment
5.1. Delivery shall be made Exworks, Matthews, NC (EXW Incoterms 2020) or FOB Matthews, NC.
Shipment of the item will be affected at the customer’s risk. Upon making available the goods for
dispatch, the risk will pass to the customer, irrespective of whether shipment is made from the place of
performance and irrespective of which party bears the shipping costs.
5.2. If the goods are ready for dispatch and dispatch or acceptance thereof is delayed for reasons not
attributable to our obligations hereunder, the risk shall pass to the customer at the time the customer is
informed that the goods are ready for dispatch.
5.3. Transport insurance or technical insurance shall only be taken out upon the customer’s express
demand and at the customer’s expense or if pre-paid and added to the invoice as a customer expense.
5.4. The interpretation of alternative terms of delivery, if so, agreed in writing by the parties, such as
FOB, CIF, C&F shall be subject to the Incoterms, as amended, issued by the International Chamber of
Commerce (ICC).
6. Retention of title
6.1. We shall retain the title to the goods delivered until we receive payment in full and full payment of
all claims resulting from the business relationship with the customer.
6.2. If the customer processes goods subject to retention of title, the customer shall do so in our name
and we shall have no obligations with respect thereto. We shall have the title to the new items in their
respective state of processing. If goods subject to retention of title are processed, treated, mixed, blended
or combined with third-party items, we shall have a pro-rata title to the new item corresponding to the
ratio between the invoiced price of the goods subject to retention of title and the invoiced price of the
third-party products.
6.3. The customer shall be entitled to sell the goods that are subject to our retention of title or co-title
in the ordinary course of business; any pledge or transfer by way of security or assignment for security
purposes of the goods subject to retention of title is inadmissible. Effective immediately, the customer
shall assign to us in advance any and all claims the customer is entitled to from the proceeds of the resale
of the goods subject to retention of title or of the goods produced by processing, treatment, mixing,
blending or combination, even if such goods are sold together with third-party products at a total price.
If any third party acquired title or co-title to the goods due to statutory provisions based on processing,
treatment, mixing, blending or combination, the customer – also effective immediately – shall assign to us
in advance any claims the customer may have vis-à-vis such third party. For the purposes of this
paragraph, assignments shall always only be made up to the amount of the invoiced price of the goods
subject to retention of title. The customer shall be entitled to collect the assigned claims. Such
entitlement may be revoked at any time by us.
6.4. Effective immediately, we accept the assignments made by the customer in accordance with this
section 6.
6.5. We undertake to release any security provided to us in accordance with the above provision, in our
discretion and upon the customer's request to the extent they exceed the value of the claims to be
secured by more than 10%.
6.6. If any action by the customer is required for the effectiveness of the retention of title, e.g. in case of
registrations, and if such actions are required in accordance with the law applicable to the country of the
customer, the customer shall be obliged to take such actions.
6.7. If the customer is in delay in payment, we shall be entitled to prohibit the customer from disposing
of the goods subject to retention of title in whole or in part, e.g. we may prohibit the customer from
selling or processing such goods.
6.8. If the customer is objectively obliged to file an insolvency petition, the customer, without request,
shall refrain from disposing of the goods subject to retention of title in any manner. The customer shall
be obliged to inform us immediately of the existing quantity of goods subject to retention of title. In such
case, we shall also be entitled to rescind the contract and to demand that the goods subject to retention
of title be returned to us. If the goods subject to retention of title were processed, treated, mixed,
blended or combined with other products, we shall be entitled to demand that they are surrendered to a
trustee; the customer is obliged to inform us of any co-owners of goods subject to retention of title,
stating the name of company and/or the name, address and the size of the co-ownership share. The
same shall apply mutatis mutandis to any claims that were assigned to us in accordance with the above
paragraphs; in addition, the customer shall be obliged to inform us without request of the names and
addresses of all debtors and send us copies of the documents evidencing such debts.
7. Claims based on defects and notification of defects
7.1. The customer shall only be entitled to assert claims for defects if the customer duly fulfilled the
obligations to investigate and to make a complaint in respect of a defect immediately upon receipt of
goods. Any complaints must be made immediately but not later than 5 working days upon receipt of the
goods, for obvious defects, and for hidden defects immediately but not later than 5 working days after
they were detected, or reasonably should have been detected. Otherwise the goods will be deemed
accepted. In case of any suspicion of a more than merely insignificant defect of the delivered goods, the
customer must inform us of such suspicion without delay, even if the goods need to be investigated more
closely in order to verify the defect. Any violation of this obligation shall lead to the customer’s obligation
to pay damages unless such violation of obligation is not within the customer’s sphere of responsibility.
7.2. Should the delivered goods be defective despite all due diligence and such defect existed at the
time the risk was transferred, we shall, in our sole discretion, either rectify such defect or deliver
replacement goods, provided the customer notified us of the defect in due time.
7.3. The customer will not be entitled to assert claims based on defects for usual wear and tear or any
damage that incurred after the transfer of risk due to wrong or negligent treatment, excessive strain,
unauthorized structural changes, improper repair, non-compliance with the operating manual, unsuitable
equipment or special external incidents such as events of force majeure, which were not foreseen in
accordance with the contract. If the customer or any third party effects improper repairs or changes, the
customer will not be entitled to assert any claims based on defects with regard to such repairs or changes
and any consequences thereof.
7.4. Claims based on defects shall become statute-barred 12 months from the date of shipment. Claims
for damages based on defects shall be excluded therefrom; such claims shall be subject to the warranty
period provided for the goods. Claims for damages incurring if we are in delay in the remedy of defects, if
such remedy of defects was requested by the customer and owed by us, shall also be subject to the
warranty period provided for the goods. The customer shall be obliged to obtain our consent before
returning the goods.
7.5. The shipping cost incurred in connection with subsequent fulfillment by us of defective goods
(notified to us in compliance with provisions of this section 7) shall be borne by us. However, should the
shipping costs increase due to the fact that the customer or the customer’s customer moved the goods
away from the place of performance, such increase shall be borne by the customer. The same shall apply,
mutatis mutandis, to other costs we must bear in connection with subsequent fulfillment, including
without limitation customs duties or other duties in the customer’s recipient country.
7.6. If our service department detects, upon testing the device, that the defect is not subject to
warranty, we reserve the right to charge the customer with the costs for the return and the repair of the
goods.
7.7. Warranties of quality must be expressly stipulated in writing in the written order confirmation in any case, including for follow-up transactions. In particular key word descriptions, references to generally accepted standards, the use of trademarks or quality marks or the provision of samples or patterns alone
do not establish a guarantee or warranty.
7.8 We warrant to customer that for a period of one (1) year, or to the expiry date as applicable from
the good’s manufacturer
Terms & Conditions for Services
KRÜSS Scientific Instruments, Inc. offers a range of services to its customers, including preventative maintenance and repairs on the KRÜSS line of instruments, installations (including IQ/OQ) and operator training. To meet the variety of needs of our customers, these services may be performed either on-site at the customer location, at the KRÜSS facility, or virtually. In all cases, the following terms and conditions will apply.
1. Preventative maintenance contracts provide for one (1) service to a specific instrument and include a calibration on mechanical and electrical systems, check the instrument to ensure that it is performing to the manufacturer’s specifications, confirm that the instrument is running on the highest level firmware and software purchased for the specific instrument and perform a basic cleaning of the instrument. Any repairs or parts required to bring the instrument into calibration will be billed separately and on top of the cost of the preventative maintenance. These repairs may require that the instrument be shipped to the KRÜSS factory for completion.
2. Preventative maintenance contracts may be purchased annually, or for an extended term at a fixed price. Payment for all preventative maintenance contracts is due at the time of purchase, based on the terms outlined in the quote. KRÜSS will not accept open purchase orders for longer than 1 year. All preventative maintenance contracts are non-refundable. If an instrument with pending preventative maintenance is decommissioned, a credit in the amount of the unused preventative maintenance can be applied ONLY to the purchase of a new or replacement instrument.
3. All services (preventative maintenance, installations and trainings) purchased carry a 1-year time limit. Unless the customer provides a written explanation as to why the service has not been performed within the year time frame, the service order will be marked as completed and the customer forfeits their rights to these services. For multi-year contracts will expire at the end of the purchased term (i.e. a three-year extended contract will expire three years after its purchase).
4. All services purchased which are to be performed at the customer’s site will incur a cancellation fee equal to 100% of the value of the service which was to be performed if the customer cancels the service within 72 hours of the scheduled and confirmed service date. Customers may purchase a replacement service for 75% of the total value of the original service price.
5. For services performed at a KRÜSS location, including repairs and preventative maintenance, standard return shipping is included in the contracted price for instruments shipping to the U.S., Canada and Mexico. The customer is responsible for providing return shipping details at the time of order placement. If there are no shipping instructions provided within 24 hours of the completion of the service, KRÜSS will ship the instrument to the return address on the shipment to KRÜSS. Expedited shipping services may incur additional fees. If the customer has indicated that they desire other shipping methods and/or arrange for a pick-up, KRÜSS will charge a $50 per day storage fee for any instruments left in our warehouse for longer than 48 hours. Any instruments left for longer than 30 days will be deemed surrendered and may be discarded or destroyed at KRÜSS’s discretion.
Revised: August 2024
KRÜSS Scientific Instruments, Inc., Matthews, NC, USA
KRÜSS Warranty Policy
KRÜSS Scientific Instruments, Inc. warrants instruments and other hardware products it sells to be free from defects in materials and workmanship for a period of one (1) year unless modified by different terms in a written contract. Software products are warranted to perform substantially as described in manuals for a
period of ninety (90) days. The warranty period begins with the date of delivery which is defined as five (5) calendar days from the shipment date. Excluded from any specific or implied warranty is damage resulting from neglect, misuse, abuse, or carelessness by the user.
KRÜSS Scientific Instruments, Inc. will repair or replace products returned to our facility. KRÜSS Scientific Instruments, Inc. owns all parts removed from repaired products. New and equivalent-to-new parts made by various manufacturers may be used in the repair. KRÜSS Scientific Instruments, Inc. will cover shipping of the defective product as well as shipping of the repaired product using the most applicable and cost-effective method. Every effort will be made to expedite the shipping to minimize downtime. Following a repair, the instrument is warranted for the remainder of the original term and the warranty is not extended. The components replaced carry a sixty (60) day warranty which in certain situations may
continue longer than coverage on the complete instrument.
Any warranty claims for fragile or delicate components that are easily broken or bent must be received by KRÜSS USA within fourteen (14) calendar days of delivery. Items considered fragile will be limited to the following:
- Glassware
- Video display tubes
- Thermometers (mercury and PT 100)
- Wilhelmy Plates
- DuNoüy Rings
- Plastic doors and shields on the instruments
- Light bulbs
The responsibility of KRÜSS Scientific Instruments, Inc. for malfunctions and defects is limited as described above. KRÜSS Scientific Instruments, Inc. does not accept additional liability for instruments not being available, for lost data or for other consequential damages. Certain laws covering product support vary from state to state, and may in fact change specific coverage to which you are entitled. Every effort will be made to solve problems you might encounter with a KRÜSS Scientific Instruments, Inc. product in a manner that is totally satisfactory to you.
Revised: June 2023
KRÜSS Scientific Instruments, Inc., Matthews, NC, USA