I. Scope
- The General Terms and Conditions stipulated hereunder shall
apply exclusively to all deliveries and other services
provided to or rendered by entrepreneurs (each natural/legal
entity or joint partnership acting with legal capacity to
execute its commercial or self-employed business activity at
the time of signing the contract). Any other terms or
conditions of customers/suppliers shall in no way become
part of the contract. That shall apply even if we are aware
of them or have not rejected them explicitly, unless we
explicitly agreed to their application in writing.
- For all deliveries and other services relating to computer
hardware and software and rental agreements for laboratory
equipment, additional terms and conditions shall apply.
- The invalidity of specific conditions hereunder shall not
affect the validity of its remainder. The same shall apply
in case that individual conditions do not become part of the
contract.
II. Delivery
- Delivery periods shall be agreed in writing. The delivery
period shall not commence, unless customer has furnished all
required documents, permits and authorisations and made the
agreed advance payment. The delivery period shall be deemed
met upon dispatch of the goods.
- Partial deliveries are permitted, insofar as a delivery in
parts and in timely intervals is reasonable to the customer.
- In the event that delivery is temporarily impossible or
excessively difficult due to unforeseen events, in
particular due to acts of god, official measures, factory
shutdown, strikes, national or international foreign trade
requirements or embargo and/or other sanctions or similar
circumstances (including with suppliers), that are outside
of our sphere of influence, we shall be released from our
obligation to delivery for the time such event and its
effects are prevailing. If the contractually agreed service
becomes finally impossible due to unforeseen events, in
particular due to acts of god, official measures, factory
shutdown, strikes, national or international foreign trade
requirements or embargo and/or other sanctions or similar
circumstances (including with suppliers), that are outside
of our sphere of influence, we shall be entitled to withdraw
from the contract. In case of non-performance, late or
defective delivery by subcontractors, we shall be exempted,
in part or in whole, from our delivery obligation. The
aforementioned shall apply only in case that we have taken
all necessary measures to procure the goods to be delivered
by us. We shall be obliged to notify any unavailability of
goods without undue delay, and reimburse any payments made
for such goods.
- Shipping - including within the same site and/or in case of
freight-free delivery - shall be at the cost and risk of
customer. Unless we have received special instructions by
customer, we shall choose the type of shipping. We will only
take out transport insurances to the extent and at the cost
of customer, if requested so by the latter. We exclude any
type of liability for delays during transport.
- The minimum order quantity for deliveries within the EU
amounts to EUR 40.00, after deduction of any discounts, for
deliveries outside of the EU to EUR 80.00 after deduction of
any discounts. If the quantity of any purchase order is
below the order value, we are entitled to charge a minimum
value surcharge of EUR 25.00.
- Changes to invoice required by the customer will be charged
with EUR 25.00 for the first change and EUR 75.00 for each
subsequent change.
III. Buyer’s Obligations
- Customer shall be obliged to accept the acceptable purchase
object when delivered.
- In case that customer fails to accept the goods in due time,
we shall be entitled to store the goods at the cost and risk
of customer at our warehouse or with third parties, or to
dispose of the same in such way we consider to be
appropriate on account of the customer without giving prior
notice.
- In case that customer terminates the contract without
justification prior to delivery or return of flawless goods
by customer, we shall be entitled to claim damages. Such
claim shall be limited to EUR 12.00 for the return of
flawless goods, or to 10% of the purchase value, if the
purchase price exceeds EUR 120.00 net, or to EUR 5.00 for an
unauthorised termination of an order, or to 5 % of the
purchase value, if the purchase price exceeds EUR 100.00
net. Such damage claim shall be subject to adjustment
according to higher or lower damage for which either party
provided evidence.
IV. Liability for Defects
- The subject matter of the contract shall exclusively be the
sold goods with the qualities as described in the product
specification sheet. Any different quality or any further
warranted quality shall be deemed agreed only if such
warranted quality was explicitly confirmed by us in writing.
- Customer shall inspect the delivered goods for obvious
defects immediately upon transfer of risk. Any claims for
obvious defects shall be made immediately, however, within
10 days from receipt of the goods at the latest. Hidden
defects shall be notified within 10 days after having been
detected, however, within one year from arrival of the goods
at the latest. Complaints and notifications of defects must
at least be made in writing.
- Failure to inspect the goods or notify any defects shall be
deemed acceptance of the defective goods.
- We shall assume warranty, at our option, by rectification of
defects or replacement delivery. If we are not able to
rectify or replace the defective goods, customer may, at
their option, either claim for reduced purchase price
(reduction) or withdraw from the contract. Rectification
shall be deemed to have failed if we fail to rectify the
defect after having been granted a minimum of two
opportunities for rectification or replacement delivery. In
the context of any non-performance or defective performance
of the service, any withdrawal shall be excluded if the
violation of our duty is insignificant.
- Any loss or damage caused during transport shall be notified
by the recipient to the shipping agent, and sufficiently
documented prior to acceptance of the delivered goods. Any
damage caused during transport shall not constitute a reason
to reject delivery. The same shall apply in case of
transportation of goods by third parties.
- Any warranty claims of the customer will become statute
barred within one year from the date of arrival of the goods
with the customer. The foregoing shall not apply in case
that we are liable for compensation of the costs incurred by
customer to the consumer for the sale of new goods in
respect of subsequent performance. Furthermore, the above
mentioned limitation periods shall not apply to claims for
damages arising from liability for material defects, where
this includes, inter alia, also claims for the violation of
a duty for subsequent fulfilment; the statutory limitation
periods and the provisions in section VII. hereof shall
apply to those claims and all other claims for damages.
V. Payment
- Notwithstanding other agreements, the customer’s
payment shall be made net cash within 10 days from the date
of the invoice, without deduction.
- If the customer is in default of payment of any invoice
amount, we shall be entitled to request interest in the
amount of the legally stipulated default interest rate from
the start of the default. Our right to assert further claims
for default shall remain unaffected thereby.
- Customer shall not have the right to set-off or retention,
unless their counterclaim is undisputed, legally established
or disputed but ready for decision-making.
VI. Reservation of Title
- We shall reserve title to the delivered goods until customer
has made full payment of the purchase price and settled all
claims existing or arising later from the business
relationship with customer (hereinafter goods subject to
reservation of title).
- If goods subject to reservation of title are inseparably
combined, mixed or blended with other goods, we shall become
co-owners of the combined product to the proportion
equivalent to the value of the goods subject to reservation
of title at the time of combination, mixing or blending.
- We shall become co-owners of the new product created by
treatment or processing of the goods subject to reservation
of title to the proportion equivalent to the value of the
goods subject to reservation of title.
- Customer shall keep the goods subject to reservation of
title for us, and shall take out appropriate insurance
covering the common risks on their account, and assign to us
any and all insurance claims, if we request so. We shall
also be entitled to pay insurance premiums on account of
customer.
- Customer shall be entitled to re-sell the goods, including
the goods created by combination, mixing or blending, only
for the purpose of their ordinary business activity. Any
other disposal over the goods, in particular pledging or
cession by security, shall not be permitted.
- Customer shall herewith assign to us any and all claims from
the resale of goods subject to reservation of title or goods
created by treatment or processing of such goods subject to
reservation of title. We shall accept such assignment.
Customer herewith agrees to assign to us a priority share of
any claims for the sale of goods of which we have become
co-owners due to combination, mixing or blending, equivalent
to our co-ownership proportion to the goods sold, and we
shall accept such assignment. If customer sells goods of
which we are owners or co-owners, together with other goods,
which do not belong to us, at a lump sum price, customer
herewith agrees to assign to us a priority share of such
lump sum claim equivalent to the proportion to the goods
subject to reservation of title, and we shall accept such
assignment.
- Customer shall be authorised to collect any claims from the
resale subject to revocation at any time. They shall tell us
the names of the debtors of the claims assigned to us,
inform the same about the assignment of such claims, or
furnish to us the respective notice of assignment, if we
request so. We shall keep such assignments confidential as
long as customer meets his payment obligation.
- If the amount of the claims exceeds the value of our
securities granted by more than 10%, we shall be obliged to
redeem specific securities at our choice, if requested so by
customer.
VII. Liability
- We shall only be liable for damage of any type caused to the
customer or third party, regardless of the fact or legal
basis, in case of intentional or negligent acts under the
legal provisions. That shall not apply in case of any
personal injury, upon acceptance of a guarantee or violation
of essential contractual duties.
- In case of a violation of essential contractual duties,
acceptance of a guarantee or in case of personal injury, we
shall also be liable in case of slight negligence.
- The claim for damages based on a violation of essential
contractual duties shall, however, be limited to the
foreseeable damage typical for the contract, in case of a
delay in delivery to 10 % of the relevant purchase price
(including VAT). An essential contractual duty as used above
such be deemed to be a duty whose fulfilment only enables
the proper performance of the agreement and on the
compliance of which the customer regularly relies and may
relay.
- The liability under the Product Liability Act shall remain
unaffected.
VIII. Place of Performance, Place of Jurisdiction
The place of performance shall be at the registered office of our
company in 84184 Tiefenbach, Hauptstrasse 41. The exclusive place of
jurisdiction for all disputes arising under the contractual
relationship, including any procedures of cheques and bills, shall
be Landshut in the event that customer/supplier is a merchant, legal
entity under public law or special fund under public law, or if
customer/supplier have their domicile outside the Federal Republic
of Germany. All legal relationships between our company and
customer/supplier shall exclusively be governed by the German laws;
the German version of all agreements shall prevail. The parties
herewith agree that the application of the UN Convention on the
International Sale of Goods, CISG, is herewith expressly
excluded.
Supplementary terms and conditions apply for computer hardware
and software and for the rental of laboratory equipment:
