General Terms and Conditions of Sale

The BioSciTec GmbH

§1 General and scope
1) Any delivery, service and offer made by us shall be executed exclusively according to the General Terms of Sale set forth herein. These shall also apply to any future business even if not expressly stipulated otherwise. Any counter-confirmation
made by a Customer with reference to his own business or purchasing terms is hereby contradicted.
2) Any provision made between us and a Customer in order to execute a contract shall be stipulated in a written contract.

§2 Prices / Packaging
1) All prices are quoted ex works Frankfurt/Main, Germany. Contractually binding are those prices mentioned in in our order confirmation.
2) Prices are always quoted before VAT, which will be separately shown in the invoice at the rate that is legally binding on the date of invoicing.
3) Packaging and shipping are quoted to the customer at cost.

§3 Delivery and service terms
1) Dates and/or periods of delivery shall require our written confirmation to be firm and binding. Unconfirmed dates and/or periods of delivery are in no case binding. All technical and administrative issues must have been settled for a quoted delivery period to begin.
2) Our compliance with contractual delivery and performance commitments shall require the timely and proper fulfilment of the customer’s obligations.
3) If the customer defaults in accepting or fails to meet any of his obligations to cooperate, we shall be entitled to claim compensation of damages we have suffered therefrom, including additional expenses if any. In this case, the risk of accidental loss/destruction or accidental deterioration of sold products shall pass to the Customer at the moment when the Customer defaults in accepting.
4) In case of obstruction of the delivery by strike, shortness of material, default of delivery from suppliers or other cases of force majeure, we have the right to declare the disengagement from the service obligation to the customer.
5) Delivery takes place at the moment when goods leave our works.

§4 Passing of risk
1) The risk of goods deliveries shall pass to the Customer as soon as a shipment has been handed over to the person responsible for its transportation, or has left our storage facility for dispatch (shipping date). If a shipment becomes
impossible through no fault of our own, the risk shall pass to the customer upon notification of our readiness to ship.

§5 Retention of title
1) We retain title of ownership and copyright of all tender documents, illustrations, drawings, calculations and other  documents. These must not be disclosed to any third parties. This rule particularly applies to written documents which are clearly marked as „confidential“. The Customer shall, under no circumstances, disclose any of these documents to a third party, unless the has procured our express written consent.
2) Pending the settlement of any receivables (including current account balance claims) from the Customer at present or in the future – on whatever legal grounds – the following securities shall be provided to us. The acceptor is entitled to resell the unpaid goods within common course of business.
3) Shipments shall remain our property (goods sold subject to retention of title). Reprocessing or reshaping of goods shall always be regarded as performed on our behalf, but with no obligation on our part. We shall be entitled to co-ownership of the new property inasmuch as the value of goods sold with retention of title (invoiced value) relates to the new property. The Customer will be responsible for holding such new property in safe custody on our behalf and at his own expense. If
the Customer chooses to resell the new property, subparagraph 5.3 shall be applicable.
4) The Customer may reprocess or resell goods under retention of title in normal business operations, as long as he is not defaulting. He shall be prohibited from pledging or depositing such goods for collateral security. Furthermore, the Customer shall be responsible for insuring goods shipped with title reservation against all common risks. For reasons of safety, the
Customer immediately assigns to us any receivables resulting from a resale or other legal grounds (insurance, unlawful acts) in connection with goods under retention of title (including any current account balance claims) in their full
amount. The Customer is hereby revocable authorised to collect such receivables he has assigned to us on our account, but on his own behalf. This collection authority can only be revoked if the Customer does not meet his payment commitments in due course.
5) If a third party gains access to, or a hold on, goods shipped with retention of title, notably in the case of hypothecation,  the Customer shall clearly indicate to such third party that these are our property, delivering prompt notice thereof, in order to enable us to enforce our own property rights. Where such third party is unable to refund our costs in connection with necessary court or out-of-court proceedings, the Customer shall be held liable therefore.

§6 Terms of payment
1) All invoices shall be payable in full fourteen days from the date of invoice.
2) In case of default of payment, we may, at our own option, charge annual interest of four percentage points above the respective base interest rate – as published by the Deutsche Bank from time to time from the day on which a default situation begins. This shall not affect our right to claim further compensation of damage from the Customer.
3) Cheques are not accepted.
4) In case of acceptance of a discounted bill, we charge for the cost of private banks.

§7 Warranty
1) For all devices produced by BioSciTec GmbH we grant the warranty to remedy the deficiencies by restoration or exchange of the defective part for devices sent to our works within 24 months after delivery.
2) The warranty period starts with the delivery date.
3) Failure to observe our operating or maintenance instructions, or changes in delivered goods or rendered services, or replacement of parts or the use of consumables which do not meet original product specifications, shall void any warranty.
4) For delivery of goods not produced by BioSciTec GmbH, the warranty provisions of the supplier apply. This also applies for supplier parts used in our products.
5) The foregoing warranty terms cover all commitments to provide warranty for delivered products or services. No warranty claims of any other kind will be accepted. The legal provisions concerning the purchase of consumer goods shall remain unaffected.

§8 Software rights
1) The customer is granted a non-exclusive, nonassignable, unlimited (in time) right to use the software, including any of its updates, amendments, extensions and related documentation, which are part of our product deliveries or are delivered at some later date, for no other purpose than that of operating the
product.
2) Except for what is quoted in subparagraph 8.1 above, the customer shall have no further rights in software and documentation. Notably, we shall remain the sole owner of intellectual property rights. The Customer shall not disclose any software, documentation, including subsequently provided updates, amendments or extensions, to a third party, unless our prior written approval has been obtained, nor shall he change, copy or otherwise multiply these, unless such multiplying is done to create a backup copy which must then be clearly marked as a backup copy.
3) The concurrent storing, maintaining or application of software on more than one hardware product shall not be allowed. If the Customer intends to operate given software on several hardware configurations at the same time, for example, in a multi-operator scenario, he shall acquire the corresponding number of program packages.
4) The Customer shall take adequate precautions to prevent unauthorised access to software and documentation by third parties. He shall be responsible for keeping all delivered original data carriers and the backup copy in a place which is safe from access by third parties. The Customer shall hold us harmless in the event of damage due to a breach of this obligation. He shall also properly instruct his personnel about the need to comply with these contractual requirements and the provisions of intellectual property law.

§9 Limited liability
1) Any liability for damages – without consideration of its kind and/or legal nature – as well as reimbursement of expenses shall be excluded unless such damage can be proven to be the result of deliberate acts or gross negligence or careless failure to meet essential contractual
obligations.
2) All other and further demands of the customer, in particular claim for damages including claim for damages not occuring on the good itself but by its usage or application or by other means, are
excluded.
3) Additionally provided or procured services, like custom-specific software, new technologies and technical know-how, are passed on without any warranty. This exclusion of warranty also applies to any possibly arising patent matters or patent violations by implementation of our products or technologies by themselves or in connection with
other products.

§10 Commissioning / Use of the devices
1) The commissioning and the use of our products happends at one’s risk. In particular this refers to opening and any kind of manipulation of the the device or the operating system.

§11 Product modifications
1) BioSciTec reserves the right to implement modifications to its products at any time. However, BioSciTec is not obligated to carry out such modifications on already delivered devices.

§12 Links to other websites
1) BioSciTec GmbH dissociates explicitly from the content of all internet pages which can be accessed through a link on BioSciTec GmbH’s website or any other other pages located on the server of BioSciTec GmbH, because we do not have influence on the configuration of these external internet pages.

§13 Applicable law and legal venue
1) These terms of business and all legal relations with the customer shall be governed by the law of the Federal Republic of Germany, to the exclusion of the UN-Convention on Contracts for the International Sale of Goods.
2) For customers who qualify as a merchant as defined by the Commercial Code, a legal person under public law or Federal Special Funds, our company’s registered place of business shall be the exclusive legal venue for any dispute arising from, or in connection with, this contractual relationship – whether directly or indirectly – unless legal requirements prescribe an alternate legal venue as compulsory.

 

BioSciTec GmbH
Westerbachstraße 47
60489 Frankfurt/Main
Germany
+49-069-420-828-84