NanoTemper – Instrument Subscription Terms and Conditions

Amendment to the General Terms and Conditions for Supplies and Services to Clients of NanoTemper Technologies GmbH specifically for Instrument Subscriptions

18th of March 2020 Edition

 

§ 1  Scope of application

This Amendment is meant to cover circumstances not outlined in the General Terms and Conditions for Supplies and Services to Clients („GTC“), specifically the circumstances of instrument subscriptions. In case of a contradiction between this Amendment and the GTC, the GTC take precedence.

This Amendment and the GTC have exclusive application. None of the client’s conflicting or supplementary contract terms or references to such contract terms are acknowledged by NanoTemper Technologies GmbH („NT“) even if NT should not expressly object to them. Unreserved Performance by NT or acceptance of collaborative action or payment by the client will not be deemed acknowledgement of the client’s contract terms. The client’s contract terms will not apply unless NT expressly agrees to their application.

 

§ 2  Availability

The availability of instrument subscriptions may be limited to specific countries or regions. For an up-to-date list of countries or regions where subscriptions are available, consult the NT website or NT directly.

 

§ 3  Equipment ownership and warranty

Any instruments loaned to the client under these conditions remain property of NanoTemper Technologies. The client is required to return the instruments after the termination of the subscription. The client is required to keep the original packaging for the return shipment.

Any consumables or services supplied to the client as part of the subscription belong to the client and cannot be returned.

The client will receive an instrument from our demo stock and is not entitled to a brand-new instrument.

Warranty conditions of NanoTemper Technologies GmbH apply during the subscription period for the loaned instrument. Damage or defects occurring during the subscription period must be reported immediately and in writing via our Explorer Community at nanotempertech.force.com/explore. In case of a necessary repair, the instrument must be returned to NT. During the repair, the subscription period suspends and will restart on the day the instrument returns to the client.

NT assumes no liability for damages caused by improper handling of the instrument. If any damages occur during the subscription period caused by improper handling, the client is responsible to cover all expenses resulting from the damage.

 

§ 4  Customer support

Instrument subscription clients generally have access to NT customer support at the usual rates and conditions.

If any support services (trainings, webinars, etc) are part of the purchased subscription plan, the client is entitled to the amount of support specified in the subscription. For example, a plan that provides 1 hour of online support per 3 months of subscription entitles the client to a 1 hour online session with an NT Application Specialist for every full 3 month increment of the subscription period. Appointments for such sessions are scheduled upon the client‘s request. NT is not obligated to offer training appointments proactively.

 

§ 5  Payment and invoicing

Invoices are issued monthly. Payment is due 14 days after invoice date unless otherwise specified.

 

§ 6  Start and minimum duration of instrument subscription

The instrument subscription starts on the day the loaned instrument arrives at the shipping address specified by the client.

Separate minimum terms may apply to each subscription plan. The length of each minimum term is defined when subscribing. A subscription cannot end before the end of the minimum term.

 

§ 7  Renewal and cancellation of subscription

Renewals differ between different plans:

  • Subscription plans with a minimum term of one year („yearly plan“) shall be renewed upon expiry for another year, if neither NT nor the client cancels the subscription.
  • Subscription plans with a shorter minimum term („monthly plan“) shall be renewed upon expiry for another month, if neither NT nor the client cancels the subscription.

Subscriptions can be canceled by the client at the end of the subscription term. The cancellation shall only be effective if NT receives notification of the cancellation at least two weeks before expiry.

NT may cancel a subscription under the following circumstances:

  • Any modification, adjustment, relocation or repair not furnished by NT which, in NT‘s sole discretion, adversely affects system performance and/or NT‘s ability to perform service.
  • A finding by NT, in its sole discretion, that the instrument is not being maintained by the client as outlined in the operation manual.
  • If the client petitions for reorganization under the Bankruptcy Act or is adjudicated Bankrupt, or if a receiver is appointed for the client‘s business or if the client makes an assignment for the benefit of its creditors, or the client defaults in payment of any sum due hereunder, or otherwise fails to fulfill its obligations under this Agreement, then NT shall, without further notice, have the immediate right to terminate this Agreement.