General Terms and Conditions

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General Terms and Conditions

 

  1. General clauses

    • The supply of our products shall be exclusively subject to the following General Terms of Delivery. Any differing or contradictory terms proposed by the customer shall not apply, unless otherwise expressly agreed in writing. These General Terms also apply, if we unconditionally proceed with the delivery fully aware of differing or contradictory terms of the customer.

    •  Our terms of sale are only valid for entrepreneurs as defined in § 14 of the German Civil Code (BGB) and legal persons or separate assets under public law (öffentlich-rechtliche Stiftungen).
  2. Orders and specification
    • Our offers are only binding, if we expressly confirm this fact in writing or proceed with the delivery.
    • In case that the order of the buyer is considered as an offer according to § 145 of the German Civil Code (BGB), we are entitled to declare acceptance within two weeks.
  3. Terms of Payment

    • If there is no differing agreement in writing, the prices are quoted FOB business domicile of SCINTOMICS Molecular ATT GmbH excluding packaging charges, excluding banking fees. Prices do not include transportation costs, which shall be borne by the buyer. Prices do not include federal, state or local taxes applicable to the products sold under these terms. An amount equal to the appropriate taxes will be added to the invoice by SCINTOMICS Molecular ATT GmbH where it has the legal obligation to collect such taxes. The buyer shall pay such amount to SCINTOMICS Molecular ATT GmbH unless the buyer provides SCINTOMICS Molecular ATT GmbH with a valid tax exemption certificate authorized by the appropriate taxing authority. We will cover the delivery by a transport insurance. All costs associated with such insurance shall be borne by the customer.

    • We reserve the right to change our quoted prices adequately, if cost reductions or cost increases occur after three months from signing of the contract, in particular as a result of a change in costs of purchasing. We will prove the causal connection if so requested.

    • Terms are pre-payment prior to delivery, except where satisfactory credit is established in which case payments are to be made without any deductions within the time period explicitly noted in the offer and confirmed in the order confirmation. SCINTOMICS Molecular ATT GmbH reserves the right to revoke any credit extended at SCINTOMICS Molecular ATT GmbH’s sole discretion. Invoices not paid within thirty (30) days of the invoice date will have a finance charge of 5% over the base rate per month assessed against the unpaid balance from the date of invoice until the date of payment.

    • The customer’s right to set-off is excluded, save as his counterclaim has become final, is uncontested or is accepted by us. Moreover, the customer is entitled to assert the right of retention as far as his counterclaim results from the same contractual relationship.
  4. Delivery

    • The quoted delivery time commences when all technical details are clarified. If the customer does not carry out his duty to cooperate in time or culpably does not make the agreed prepayment when due, the delivery time will be extended for this period of time. The right to plead on non-performance (Einrede des nicht erfüllten Vertrages) remains reserved.

    • In case of default of acceptance or if the customer infringes other duties to cooperate, we shall be entitled to demand compensation for the losses suffered. We shall expressly reserve the right to further claims. In such case, the risk for incidental loss or incidental deterioration passes to the customer.

    • We are not liable for damages in case of delay in or refusal of delivery or services, unless the damages are caused by intention or gross negligence. The fault of our representatives and vicarious agents (Erfüllungsgehilfen) is considered as our fault. This disclaimer is not valid for damages resulting from the breach of an essential contractual obligation or if we have accepted liability regardless of negligence or fault for once. In case of damages resulting from the breach of an essential contractual obligation that are not caused by intention or gross negligence, our liability is limited to damages foreseeable and typical for this kind of contract. The liability for culpable damages provoking death and personal injury will remain unaffected.

    • If – in the event of delay – we are not able to prove, that we are not responsible, the customer is entitled to charge a lump-sum compensation of 0.5% per week, but limited to 2 % of the total value of the contract.
    • The customers legal right of rescission will remain unaffected.
  5. Warranty
    • This purchase constitutes for both parties a commercial transaction according to § 377 of the German Commercial Code (HGB).
    • Our warranties for defects are based upon the applicable provisions of the German Civil Code (BGB) and the German Commercial Code (HGB) in line with the following mentioned modifications.
    • For warranty claims it is required that the customer has met his obligations (check and disclosure) according to § 377 of the German commercial code (HGB).

    • We are obligated to cover all expenses necessary for the rectification of defects, as far as these expenses are not caused by the fact that the relevant object is now located in a different place than the place of fulfilment. In case of an unjustified complaint with demand for compensation, we are entitled to charge all direct expenses caused thereby.

    • Our liability is limited to damages caused by intention or gross negligence of us or our vicarious agents (Erfüllungsgehilfen). As far as there is no intentional breach of a contractual obligation, our liability is also limited to damages foreseeable and typical for this kind of contract.

    • In case of the breach of an essential contractual obligation caused culpable, we are only liable for damages foreseeable and typical for this kind of contract.
    • The compensation instead of the performance according to §§ 281, 280 of the German Civil Code (BGB) is limited to damages foreseeable and typical for this kind of contract.

    • We do not exclude liability for death and personal injury or which is caused by fraudulent misrepresentation or undue influence. The same applies to the mandatory liability according to the German Product Liability Act (ProdHaftG).

    • The statute of limitation for warranty claims is 12 months, commencing with the transfer of risk. The statute of limitation according to the mandatory provisions of §§ 438 Abs. 1 Nr. 2, 478, 479, 634a Abs. 1 BGB of the German civil code (BGB) remain unaffected.

    • The warranty for used objects is excluded. Our liability caused by fraudulent misrepresentation or undue influence will remain unaffected.
  6. Other disclaimers

    • In all further cases, which are not mentioned in section 4. (3), (4) and section 5., we are only liable for damages caused by intention or gross negligence of us or our vicarious agents (Erfüllungsgehilfen). This disclaimer is not valid for damages provoking the death and personal injury, for damages resulting from the breach of an essential contractual obligation or if we have accepted liability regardless of negligence or fault for once. The same applies to the mandatory liability according to the German Product Liability Act (ProdHaftG).

    • In case of claims on reimbursement of expenses according to § 284 of the German Civil Code (BGB), paragraph 1 applies accordingly.
    • As far as our liability is excluded or limited, this also applies to our employees, representatives and vicarious agents (Erfüllungsgehilfen).
  7. Retention of Title

    • The title in the object of purchase shall not pass to the customer until we have received the entire payment for these objects and of all outstanding debts owed from the existing business relationship. Should the buyer breach its contractual obligations, in particular in case of default, we are entitled to take the objects of purchase back. This shall be considered as a cancellation of the contract. The realisation of the goods will be made for the customer’s account.

    • The customer shall keep the objects with care, properly stored, protected and adequately insured at replacement value against fire, water and burglary at his own expense.

    • In case of compulsory enforcement into the relevant objects or other infringements of a third person the customer shall inform us immediately, in order that we are able to take third party proceedings according to § 771 of the German Code of Civil Procedure (ZPO). The customer is liable for the expenses referring to this, if the third party is not able to cover it.

    • The customer is entitled to sell the objects in its regular course of business. Already now the customer cedes all future rights amounting to the total sum (including VAT) of our claims resulting from the resale of the reserved objects. This also applies, if the customer sells the relevant objects after further processing. The customer stays entitled to collect his claims. Our authorisation to claim or receive payments remains unaffected. We hereby declare legally binding not to collect these claims as long as the customer meets its financial obligations, does not default and in particular there have no insolvency proceedings been filed (Antrag auf Eröffnung des Insolvenzverfahren) or suspension of payment has occurred. If this occurs, we are entitled to demand that the customer makes all details of the ceded claims available, hands out the relevant documents and discloses the cession to the debtors.

    • The further processing of the relevant goods basically happens on our behalf. We acquire co-ownership in the new goods at the rate of the total value (including VAT) of our goods to the other processed objects at the time of processing in case the customer processes the relevant goods together with his or third parties’ property. The provisions of this section are accordingly applicable to the new good.

    • We acquire co-ownership in the new goods at the rate of the total value (including VAT) of our good to the other compounded objects at the time of compounding in case the customer inseparably compounds the relevant goods with its or third party property. The customer shall hold the relevant good upon our trust.

    • For the purpose of securing our outstanding debits the customer also cedes all his claims generated by compounding the relevant good with real estate.

    • If the value realisable of our securities exceeds our claims to be secured by more than 10%, we are obliged to prorate release securities on demand of the customer, whereas it is up to us, to choose the respective securities.

  8. Intellectual property rights
    • We reserve the property rights of all illustrations, diagrams, quotations or comparable documents. Our permission in writing is required for the circulation.
  9. Jurisdiction – Applicable law – Place of fulfilment
    • The court of jurisdiction is our business location, provided that the customer is a merchant in terms of the German commercial code (HGB) or a legal person or separate assets under public law. We are also entitled, to sue before the court of the customer’s domicile.
    • All litigations shall be governed by German law. United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
    • Place of fulfilment is our business domicile.
  10. Severability clause

    • Should any provisions mentioned above be or become invalid, either in part or in full, this will not affect the validity of the other provisions. The invalid provision shall be replaced by a legal effective version that is as close as possible in economic purpose to the invalid provision.