The following sales conditions apply only to companies, legal entities under public law or special funds under public law within the meaning of § 310 I BGB. We only recognize conditions of the customer that conflict with or deviate from our terms of sale if we expressly agree to their validity in writing.
These conditions of sale also apply to all future business with the customer, insofar as it concerns legal transactions of the same or a related type.
2. Contract content and guidelines
- All offers are subject to change with regard to price and delivery options. The prices valid on the day of delivery are taken into account. Verbal, telephone and representative agreements are valid after written confirmation.
- We expressly point out to all customers and other users of our products that they comply with the guidelines of the genetic engineering laws applicable in the respective country of use. We accept no liability for any damage that may result from non-compliance.
- Our products are intended for laboratory use only. They are not for use in or on humans. They are also not suitable for diagnostic purposes, since they are neither tested nor intended for this.
- By placing an order, the buyer tacitly accepts our terms of sale. Deviating purchasing conditions of the buyer do not oblige the seller, even if he does not expressly contradict them. The seller’s terms of sale, delivery and payment apply exclusively, even if the buyer’s order contains other restrictions.
- The ordered goods are dispatched at the expense and risk of the recipient. Transport insurance is charged to the recipient and only takes place on request.
- The packaging is charged at cost price.
- In the event of force majeure, the delivery or acceptance period is extended by the duration of the hindrance plus the additional delivery period; Claims for damages are excluded.
- Illustrations are not binding for the delivery. We reserve the right to make design changes.
- Since in the case of custom-made products, the production of multiple pieces is necessary due to failure due to breakage, the customer must accept the multiple pieces from the manufacturing process that are undamaged.
- When delivering chemicals, any regulations given by the manufacturing plant as well as the respective legal regulations for use or transfer must be observed.
- When ordering electrical devices, the type of current and voltage must be specified.
- The specified delivery times are always understood after clarification of all open, technical questions.
4. Prices and payment
- The prices are subject to change and are net, “ex works” plus statutory value added tax, costs for transport and packaging. Any changes in prices that become necessary are reserved.
- The invoice will be issued on the day of delivery, in the event of default in acceptance, on the day of delivery of the goods. Regardless of complaints, the invoice amount is due without deduction 20 days after the invoice was issued. Discounts are not provided in our calculation, therefore early payment does not entitle to deduction.
- In the event of a delay in payment, subject to the assertion of further damage, default interest of 8 percentage points above the base rate of the European Central Bank must be paid. If the buyer is in arrears with the payment of an invoice, all of his liabilities become due immediately and the seller is not obliged to make any further deliveries under current contracts. For outstanding deliveries, the seller can demand cash payment before delivery of the goods, provided the payment term is no longer met. The same applies in the event of non-payment of bills of exchange or checks, suspension of payment, bankruptcy and a search for a settlement by the seller. Delay in payment occurs when the seller’s claim becomes due without the need for a reminder.
- Withholding payments or offsetting due to any counterclaims on the part of the purchaser is only permissible if the counterclaims are undisputed or have been legally established.
5. Retention of title
- The seller reserves ownership of all goods delivered by him (reserved goods) until all of his claims from the business relationship have been paid.
- Processing and processing of goods subject to retention of title take place to the exclusion of the acquisition of ownership according to § 950 BGB, so that the newly created item remains the property of the seller and serves as goods subject to retention of title to secure the claims of the seller.
- If the buyer combines and mixes with other goods that do not belong to the seller, the provisions of sections 947, 948 BGB apply, with the result that the seller’s joint ownership of the new item is now reserved goods within the meaning of these conditions.
- The resale of the goods subject to retention of title and the items resulting from processing or processing is only permitted in regular business transactions. In the case of credit sales, the buyer has a retention of title in accordance with his customer. Paragraph 5.1 to be agreed. The buyer hereby assigns the claims to which he is entitled from the resale in full with all ancillary rights in advance as a security until all claims of the seller from the business relationship have been met. This also applies to reserved goods in accordance with paragraph 5.1.
- The buyer is prohibited from pledging and transferring the reserved goods as security. The buyer is obliged to notify the seller of third-party access to the goods delivered under retention of title immediately by sending a seizure record and an affidavit regarding the identity of the seized object with the delivered goods. Intervention costs are always borne by the buyer.
- The buyer is obliged to insure the goods against the risk of fire and theft and to provide proof of the conclusion of the insurance to the seller on request. All claims to the insurer from this contract with regard to the goods delivered under retention of title are deemed to have been assigned to the seller.
- The seller is entitled to demand immediate surrender of goods that have not yet been resold in the event of delayed payment or payment difficulties on the part of the buyer.
Until surrender, the buyer must store the goods owned or co-owned by the seller separately from other goods, mark them as the property (co-ownership) of the seller, abstain from any disposal, and provide the seller with a list of his property (co-ownership) to hand over.
The seller is entitled to sell the goods privately or to have them auctioned without setting a deadline. The goods subject to retention of title are taken back at the proceeds achieved, but at most at the agreed delivery prices. We reserve the right to further claims for damages, in particular for lost profit.
6. Complaints / Warranty
- Warranty rights of the customer presuppose that these have properly complied with their inspection and notification obligations owed according to §§ 377, 378 HGB.
- Claims for defects for newly manufactured goods expire 12 months after delivery to the customer.
- Unless otherwise agreed, the warranty for used goods is excluded.
- If, despite all due care, the delivered goods have a defect that already existed at the time of transfer of risk, we will, subject to timely notification of the defect, rectify the goods or deliver replacement goods at our discretion. We are always given the opportunity to remedy the defect within a reasonable period. Recourse claims remain unaffected by the above regulation.
- If the subsequent performance fails, the customer can, regardless of any claims for damages, withdraw from the contract or reduce the remuneration.
- Claims for defects do not exist if there is only an insignificant deviation from the agreed quality, an insignificant impairment of usability, natural wear and tear or damage such as damage resulting from the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable equipment or due to special external influences exist that are not required under the contract.
If improper or unauthorized repair work or changes are carried out by the customer or third parties, there are also no claims for defects for these and the resulting consequences.
Claims by the purchaser due to the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the goods delivered by us have subsequently been moved to a location other than the purchaser’s branch unless the shipment corresponds to the intended use.
- Defects in partial deliveries do not entitle to cancel the entire order or other orders that have been placed but not yet completed.
- The purchaser can only assert claims for damages under the following conditions due to the defect if the supplementary performance has failed or we have refused the supplementary performance. The right of the customer to assert further claims for damages under the following conditions remains unaffected.
- Without prejudice to the above regulation of the following limitation of liability, we are fully liable for damage to life, limb and health that is based on a negligent or willful breach of duty by our legal representatives or our vicarious agents, as well as for damage that is covered by liability under the Product Liability Act and for all damage which are based on willful or grossly negligent breaches of contract as well as fraud on the part of our legal representatives or our vicarious agents. Insofar as we have given a quality and / or durability guarantee for the goods or parts thereof, we are also liable within the scope of this guarantee. However, we are only liable for damage based on the lack of the guaranteed quality or durability, but which do not occur directly on the goods, if the risk of such damage is clearly covered by the quality and durability guarantee.
- We are also liable for damage caused by simple negligence, insofar as this negligence concerns the violation of such contractual obligations, compliance with which is of particular importance for the achievement of the purpose of the contract (cardinal obligation). However, we are only liable if the damage is typically associated with the contract and is foreseeable. We are not liable for simple negligent violations of non-essential secondary obligations. The limitations of liability contained in sentences 1 to 3 also apply insofar as the liability for legal representatives, executives and other vicarious agents is concerned.
- Any further liability is excluded regardless of the legal nature of the asserted claim. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, employees, representatives and vicarious agents.
7. Returns and repairs
- Returns must be sent to biostep GmbH, Service, Innere Gewerbestrasse 7, 09235 Burkhardtsdorf.
- Returns due to incorrect orders will only be accepted after goodwill. The buyer bears the costs for the return shipment and a re-storage fee of 25%.
- Unless otherwise agreed, returns can only be processed if the return is accompanied by a return slip with the RMA number and a decontamination slip. If the documents listed are missing, the consignment will not be accepted or will be returned for a fee. Shipments that are not prepaid will also not be accepted. In any case, the return is at the risk of the buyer.
- Die RMA-Nummer erhält der Käufer auf schriftliche oder telefonische Anfrage bei der biostep GmbH, Innere Gewerbestrasse 7, 09235 Burkhardtsdorf. The announcement of the RMA number in no way means an acknowledgment of the defect or other complaint by the buyer.
- If the return of goods for the purpose of the complaint shows that the complaint was made incorrectly, the seller is entitled to not only charge the costs of shipping, but also a reasonable remuneration for the inspection of the goods and processing costs.
- Repairs to delivered devices and inspection of such devices, in particular on the basis of warranties granted, are only carried out if the damage is fully presented.
- If a cost estimate is requested before repairs are carried out, the costs for the quotation are to be reimbursed in the event of non-ordering.
- Shipping and packaging costs are borne by the buyer.
8. Place of jurisdiction
The place of fulfillment and exclusive place of jurisdiction for deliveries and payments as well as for all disputes arising between the parties, including check and bills of exchange, is the seller’s headquarters. The entire contractual relationship is subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
9. Final provisions
Subsidiary agreements must be in writing. This also applies to the waiver of the written form requirement. Should any of the above provisions be ineffective, this does not affect the validity of the rest of the contract and the other provisions.