Terms of Business
General terms of business of CE-Immundiagnostika GmbH ("Seller")
- Orders shall be subject to the Seller's price and product list valid at the time of order placement.
- The Seller's quotations shall be subject to confirmation and shall become invalid after expiry of the period of validity indicated in the quotation. Orders shall be placed in writing and shall be binding only if confirmed in writing by the Seller. Orders shall be accepted subject to our right to withdraw from the contract in the event that the necessary authorisations for the products to be supplied should no longer be valid; this shall also apply if payment has been effected in advance.
- Prices shall be understood to be net prices and within Germany shall include the costs for shipping and standard packaging. The Seller shall reserve the right to charge additional shipping costs for small contract values.
- All invoice amounts shall be payable within 30 days after the date of the invoice without any deductions. Failure to effect payment within this period shall constitute default of payment on the part of the Buyer without explicit reminders to this effect. In the event of default of payment on the part of the Buyer, the Seller shall be entitled to charge interest at the statutory rates from the date of the Buyer's entering into default.
The Buyer shall only be entitled to set off payments if the claims are uncontested or have been established as legally valid.
In the event of defects the Buyer shall have no right of retention unless the shipment is obviously defective and/or the Buyer is obviously entitled to reject the shipment; in such a case the Buyer's right of retention of payment shall be limited to an amount reasonably reflecting the defects established and the anticipated costs for subsequent fulfilment of the contract.
- Delivery shall be ex warehouse. Delivery may be made in partial shipments if the Buyer can reasonably be expected to accept this. The agreed delivery date shall only be binding if expressly confirmed by the Seller in writing. Risk in the shipment shall pass to the Buyer when the shipment has been handed over to the person entrusted with the transport or has left the Seller's business premises for the purpose of despatch. If shipment is rendered impossible for reasons beyond the control of the Seller, risk in the shipment shall pass to the Buyer upon notification that the shipment is ready for despatch.
Unpredictable events including force majeure, operational disruptions, failure on the part of our suppliers to observe the agreed delivery times or to deliver their products, act of government, riots, delays in shipment, strikes or other disruptive events shall release the Seller for the duration of such event from his obligation to effect delivery on schedule. Moreover, they shall entitle the Seller to withdraw from the contract in whole or in part. In all other cases of delay or impossibility to perform for which the Seller is responsible, the Seller's liability shall be limited to 5% of the net value of the shipment. This shall in no way affect the liability provisions laid down in paragraph 8.
- All reagents shall be used exclusively for in vitro diagnostics and/or scientific purposes or production. The statutory provisions must be observed. The products shall be subject to an internal quality control procedure. If appropriately stored, all products shall be usable until the expiry date indicated on the package. If the products were manufactured using human serum, this serum shall have been tested for HIV and HBV negativity by established methods. Nonetheless, for safety reasons, all products should be treated by the Buyer as infectious material.
- External defects of the supplied goods shall only be acknowledged if they are communicated to the Seller in writing immediately no later than 3 days after receipt of the shipment. If the complaint as to the defect is founded, the Seller's liability shall be limited, at his option, to either subsequent remedy or replacement of the defective goods. Should a remedy or replacement fail to be successful twice within a reasonable period of time, the Buyer shall be entitled to withdraw from the contract and claim damages.
Defects attributable to inappropriate storage or use, incorrect or negligent handling, as well as unauthorised modifications by the Buyer or third parties, shall be excluded from any guarantee. Warranted qualities must be expressly confirmed as such in writing.
The Buyer's warranty claims shall end on expiry of one year after acceptance of the goods. The statute of limitations shall not apply in the case of intent, fraudulent concealment of the defect, or assurance of a quality guarantee by the Seller, or in any other cases qualifying for liability as defined in paragraph 8.
- The Seller shall be held liable for intent and gross negligence, with liability being limited to replacement of the damage typically ensuing. The Seller shall not be held liable for defects caused by minor negligence. Claims pursuant to ProdHaftG (German law on product liability), liability for life and health as well as claims arising from the violation of cardinal obligations and the replacement of damage caused by delay (§ 286 BGB - German civil code) shall remain unaffected by the aforementioned limitation of liability, i.e. in this context, all acts based on fault shall be subject to liability. In the case of defects not resulting from damage to life or health or from ProdHaftG, liability shall be limited to damage typically ensuing. Any additional liability on our part, in particular for replacement of indirect damage or consequential damage including loss of profits, is hereby excluded. The aforementioned limitation of liability shall apply also for employees, representatives, and agents. The aforesaid provisions do not imply a reversal of the burden of proof to the detriment of the Buyer.
- All shipments shall be effected exclusively under retention of title. Title to the goods shall only pass to the Buyer on payment of all sums due to the Seller under the contract. The presentation of a cheque or bill of exchange shall not be regarded as payment until such document of payment has been duly honoured.
The Buyer is entitled to sell the object of the contract under retention of title in the ordinary course of business; however, he hereby agrees to assign - until payment of all sums due - any accounts receivable from his customers as a result of such sale, including all ancillary rights, to the Seller. The Buyer shall be authorised to collect the assigned claims until revocation of such authorisation. In the event of a just and legitimate cause, in particular in the event of default of payment, discontinuance of payment, filing of bankruptcy proceedings, protest of a bill of exchange, or founded indication of excess indebtedness or impending insolvency, the Seller shall be entitled to revoke the Buyer's authorisation to collect. At the request of the Buyer the Seller shall indicate the debtors of the assigned claims and to surrender all relevant documentation. Moreover, the Seller shall be entitled, after prior announcement and under observation of a reasonable notice period, to disclose the assignment of title, to exploit the assigned claims, and to request disclosure of the assignment of title by the Buyer to his customers.
In the event of third parties taking possession of the goods subject to retention of title, the Buyer shall be obliged indicate the Seller's retention of title and to inform the Seller without delay.
If the value of the security goods exceeds the Seller's claims by more than 10%, the Seller shall release the goods to this extent at the request of the Buyer; the Seller shall have the right to decide which security titles are to be released.
Should the Buyer fail to fulfil his contractual obligations, in particular if he is in default of payment, the Seller shall be entitled, without giving prior notice, to request the surrender of the supplied and/or processed goods and/or to withdraw from the contract; the Buyer shall be obliged to surrender such goods. The request to surrender the supplied and/or processed goods shall not constitute a statement of withdrawal on the part of the Seller unless such withdrawal is explicitly stated.
- The Sale of goods by the Seller shall be subject to the prices and terms of delivery indicated in his quotation, taking into consideration these general terms of business. Any provisions to the contrary on the part of the Buyer shall only be valid if explicitly acknowledged in writing by the Seller. Orders shall be deemed an acknowledgement of these general terms of business. Any deviating verbal agreements shall only be binding for the Seller if explicitly confirmed by him in writing.
- The place of fulfilment for delivery is Eschelbronn. The exclusive place of jurisdiction is Heidelberg. All contracts shall be subject to German law only.