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General sales and delivery conditions Overview: 1. General - Area of application 1. General - Area of application Contrary or varying general business conditions of the purchaser are expressly not acknowledged. They only become part of the contract if the seller agrees to them in the individual case, expressly and in writ-ing. The delivery conditions of Fermentas GmbH continue to apply if we nevertheless make delivery with-out reservation and in awareness of contrary or varying conditions on the part of the customer. These general sales and delivery conditions also apply if the seller makes delivery to the purchaser with-out reservation and in awareness of contrary or varying conditions on the part of the purchaser. All agreements made between the seller and the purchaser for the purposes of the sale of goods, require the written form; this also applies to the waiver of the requirement for the written form. On acceptance of the goods at the latest, these conditions are deemed to be accepted, and form an integral part of the con-tract. 2. Quotations and quotation documents The products supplied by the seller may vary slightly from the specifications given in catalogues or quota-tions. Assurances and assured properties are only deemed to exist if they are expressly designated as such. Otherwise, dimensions, weights, performance and procurement information etc. together with illus-trations and other technical specifications, including those in catalogues, analysis certificates, other cor-respondence, quotations, order confirmations and invoices, are non-binding. Seller’s guarantees in the legal sense of not given to the customer. All information in catalogues, price lists, other correspondence and for this webshop has been compiled with great care, to the best of our knowledge and to the latest state of the available information. No liabil-ity can be accepted for mistakes or errors. The information provided does not constitute any request for the infringement of patent regulations or other legal standards. The purchaser must keep himself in-formed of the legal situation, the proper handling and use of the products and any possibly necessary safety measures required for their use. 3. Prices, order quantities and delivery dates Price information, including any discounts, and other terms and conditions in catalogues, brochures and price lists reflect only the status of the relevant edition, and are given without commitment. Orders placed by the purchaser are subject to the prices and conditions prevailing on the date of receipt of the order by the seller. The seller will inform the purchaser of the current applicable prices and conditions on request. Unless agreed otherwise, any applicable minimum order values are given in the relevant catalogues, order forms and other information. Fixed delivery times cannot be specified. Delivery times are non-binding. Such times are only binding if accepted by the seller in writing. Delivery times are also subject to correct and timely delivery of materials to the seller. In the absence of special agreements to the contrary, the seller is also entitled to make part-deliveries. 4. Registration as a customer and orders from the Fermentas Webshop When accessing our website, various data are saved on our server (e.g. IP address, date, time and sites visited). No personal use is made of this data. We reserve the right of statistical evaluation of anonymised data. We use personal data only to the extent required for purposes of technical administration of the websites and for customer administration. During the registration, every customer allocates an individual password. The customer may not disclose the password to third parties, and must keep it safe in order to prevent misuse by third parties. If the password is lost, or the customer becomes aware that the password has become known to third parties, the customer is obliged to set up a new password immediately. If this is not done, and customer cannot demonstrate clearly that a third party has made use of his customer access to the Fermentas Webshop, alterations made here (e.g. orders) will be attributed to the customer. The customer is liable for all misuse by third parties, unless he can clearly demonstrate that he was in no way responsible. The registration as a customer can be revoked by Fermentas at any time, and without stating reasons. Fermentas is in this case entitled to block the customer and corresponding password immediately. If the customer places an order via the Fermentas Webshop, he will receive from Fermentas an e-mail, confirming the receipt of his order. The dispatch of the ordered goods following the order is equivalent to written confirmation. No purchase contract comes into being with regard to products from one and the same order which are not specified in the order confirmation e-mail. 5. Right of cancellation Fermentas GmbH This right of cancellation does not apply to orders placed by legal entities or their representatives, orders for independent professional commercial purposes, for university research or for other non-commercial research purposes. 6. Consequences of cancellation Goods which can be sent by parcel post must be returned at our risk. Refrigerated goods must be re-turned so that they arrive at Fermentas GmbH in the frozen condition. The return costs must be borne by the customer, if the goods delivered correspond to those ordered, and if the price of the goods being re-turned does not exceed the value of € 40.00, or in the case of a higher price, if the customer has not paid for the goods or made a contractually-agreed part-payment at the time of cancellation. Otherwise the goods can be returned free of charge to the customer. Goods which cannot be sent by parcel post will be collected from the customer. Obligations for the reimbursement payments must be met within 30 days. This period begins for the customer with the sending of the cancellation notification or return of the goods, and for us on receipt of the goods. 7. Dispatch In the case of goods dispatched packed in dry ice, the enzymes may freeze. This does not affect the quality of the products, since all Fermentas enzymes retain their activity for at least three freezing and thawing cycles. For dispatch within up to 48 hours, we use cold packs, since short-term storage of the products at 4 °C does not adversely affect the quality of the products. 8. Return of goods in other cases In the case of products which require special storage, and products with expiry dates, such goods may not be returned. Special productions of all types and special fillings cannot be taken back for credit. The above stipulations do not apply if the goods are being returned due to an acknowledged fault in the delivery or through the fault of the supplier. 9. Dispatch risk 10. Force majeure, contract impediments If delivery and/or acceptance is delayed by such circumstances by more than 8 weeks, both parties are entitled to withdraw from the contract. In this case, claims for compensation for damages may not be made. 11. Guarantee The limitation period in the event of delivery regress under §§ 478, 479 BGB remains unaffected. For goods without an expiry date, this period is five years from the production date. For goods with an expiry date, the limitation period comes to an end 12 months after the expiry date for the relevant product under complaint. Guarantee claims based on function of the products outside the specified application areas are basically excluded. A guarantee is only given for further properties, and in particular the usability for a specific pur-pose, if these properties have an assured to the purchaser expressly and in writing. This declaration replaces any other guarantee declarations, either express or implicit. 12. Complaints and complaint claims At the request of the seller, the purchaser must return to the seller original or copy documentation such as delivery notes and packing slips in order to check the complaint, and report any lettering on the packag-ing, or return the goods to the seller for proper rectification. Provided that complaints are made within the required time, and that such complaints are justified, the seller is liable for the fact that the goods are free of faults, starting from the time of delivery of the goods. The usual limitation period applies, in accordance with the shelf life of the products for concealed faults in accordance with § 312d Para. 4 No. 1 BGB. This guarantee period also applies for claims for compensa-tion for consequential damages, provided that no claims are made on the basis of unauthorised action or mandatory product liability under product liability regulations. The burden of proof is not reversed to the detriment of the supplier. In the event of faulty goods, the seller can first, at his discretion, provide rectification or replacement de-livery (supplementary fulfilment). The seller has the right to repeat a failed supplementary fulfilment. Sup-plementary fulfilment is excluded if this would involve unreasonable costs for the seller. Claims by the purchaser on the grounds of faults are excluded in the case of minor material faults. A mi-nor material fault is deemed to exist in particular if the value or suitability of the goods for their usual pur-pose is not significantly reduced. If supplementary fulfilment fails, is declined, is unreasonable, or if the purchaser has set the seller an appropriate time for supplementary fulfilment without success, or if the setting of such a time is superflu-ous, the purchaser is entitled to require a reduction in the price or withdraw from the contract. The right to require compensation for damages or reimbursement of wasted costs remains unaffected. 13. Withdraw and claims for damages instead of performance The regulations on superfluity of setting an additional period in accordance with § 323 Para. 2, § 326 Para. 5, § 281 Para. 2 BGB, and the regulations on issuing a warning instead of setting an additional period in case of special types of breach of obligations in accordance with § 323 Para. 3, § 281 Para. 3 BGB, to withdrawal before the due date of the service in special cases in accordance with § 323 Para. 4 BGB, to the special right of withdrawal in case of partial services in accordance with § 323 Para. 5 BGB and to exclusion of the right of withdrawal in special cases in accordance with § 323 Para. 6 BGB, and the regulations of § 281 Para. 4 and 5 BGB on claims for compensation for damages instead of perform-ance, remain unaffected. In the setting of the additional period, the specific service for which the additional period has been set must be clearly defined (qualified additional period). If the seller also fails to provide the relevant service, or does so in contravention of the contract, within the period set by the purchaser, the seller can require the purchaser, while setting an appropriate period, to declare whether he continues to insist on the provision of the service. The seller is relieved of the obliga-tion to provide the service until the purchaser has made the relevant decision. The rights of the purchaser under § 478 and § 479 BGB remain unaffected. 14. Liability of the seller The relevant providers of Internet sites of third parties to which reference is made on our site by means of so-called links bear full responsibility for these Internet sites. The operator is not responsible for the con-tents of such sites of third parties. The website can also be linked from other sites by means of so-called links without our knowledge. The operator accepts no responsibility for descriptions, contents or any other connection to this website from websites of third parties. The operator is only responsible for such outside contents if he has positive knowledge of illegal contents on such sites, and it is technically possible and feasible to prevent their use. Under the telecommunications regulations, the operator however is under no obligation to continually check the contents of such sites. In the event of prize games, legal recourse is excluded. Any liability of the seller, on whatever legal grounds, only comes into effect if the damages were caused by culpable infringement of a cardinal contractual obligation in a way likely to endanger the achievement of the purpose of the contract, or are attributable to deliberate or gross negligence on the part of the seller. If the seller is liable for the infringement of a cardinal contractual obligation, or in the event of failed re-placement delivery, without there being any deliberate or gross negligence on the part of the seller, his agents or other representatives, liability is restricted to the extent of damages which the seller would typi-cally have to anticipate at the time of contract conclusion on the basis of the circumstances known to him at this time. The foreseeable, typical damages occurring thereby extend to the value of the goods delivered under the contractual relationship. Claims for compensation for damages under product liability regulations and on the grounds of injury to life, limb or health, or assumption of a guarantee, remain unaffected. If the liability of the seller is excluded or restricted, this also applies to the personal liability of the seller’s employees, representatives and other agents. The seller is not liable for the consequences of improper use, modification or treatment of the goods, and in particular not for damages caused by the use of unsuitable reagents or the consequences of faulty storage or maintenance on the part of the purchaser or third parties, or for faults due to normal wear or transport. Fault claims against the seller and the liability of the seller are in particular excluded in the case of dam-ages and consequences due to the fact that the purchaser has used the products supplied in combination with incompatible products used by the purchaser, and to modifications to the goods supplied by the seller, unless the seller has agreed in advance and in writing to the relevant use of the goods supplied. All further liability for compensation for damages, irrespective of the legal nature of the claims made, is excluded. This applies in particular to claims for compensation for damages due to culpability of contract conclusion (CIC), other infringements of obligations or claims on the basis of existing liability in accor-dance with § 823 BGB (tort liability). 15. Payment Payment by draft or foreign exchange is allowed only with the express, written agreement of the seller. Cheques and foreign exchange are always accepted only for the purposes of fulfilment. Charges and costs, and the risk of timely presentation and contestation, must be borne by the customer. The seller reserves the right to reconcile payments against the oldest due invoice items, including ac-crued late interest payments and costs, and in the order of costs, interest, main claim. The customer may only reconcile his claims against the claims of the seller, by written declaration, if his counter-claims are either undisputed or established in law. The exercising of a right of retention on the basis of unacknowledged counter-claims or count-claims not established in law is excluded, if these claims are not based on the same contractual relationship. The seller has the right to refuse delivery if after the conclusion of the contract, it becomes apparent that his claim to payment for the delivery is at risk due to the lack of solvency on the part of the purchaser. His right to refuse delivery lapses if payment is made, or the purchaser lodges an appropriate security. The seller has the right to set the purchaser an appropriate period during which the purchaser will either make payment for deliveries step-by-step, or lodge a corresponding security for deliveries. If this period lapses unsuccessfully, the seller has the right to withdraw from the contract. The seller further has the right, in the event of a deterioration in the financial situation of the purchaser, to make deliveries only in return for advance payment or lodgement of an appropriate security. In order to avoid faulty bookings and resulting unnecessary reminders/warnings, the seller must be noti-fied on receipt of payment of the relevant invoice number, the invoice date and the individual invoice amounts. This information is provided on all the seller’s invoices. If the payer is not identical to the recipi-ent of the invoice, it must also be specified on payment against whom the corresponding invoice was raised. In case of payments received by the seller without this information, no guarantee can be given for correct booking. 16. Late payment If the purchaser is late in making payment, or if he exceeds a mutually agreed payment date for a particu-lar transaction, interest will be applied at a rate of 8 % p. a. above the relevant applicable base interest rate. Claims by the seller for compensation for further damages may also be made. 17. Retention of ownership The retention of ownership also remains in effect if the applicable claim[s] of the seller are included in an ongoing account, and the balance is drawn and acknowledged. In the event of non-contractual conduct on the part of the purchaser, and in particular in case of late pay-ment, the seller is entitled to withdraw from the contract and take back the goods. The seizure of the re-tained goods by the seller always constitutes a declaration of withdrawal from the contract. The purchaser must handle the retained goods with all due care and attention. He is obliged to insure the retained goods adequately at his own cost against fire and water damage and theft, at the new or re-placement value, and hereby relinquishes his claims for compensation from such insurance policies in favour of the seller. In case of distraint or other intervention by third parties, the purchaser must notify the seller accordingly immediately and in writing, so that the seller can take legal action under § 771 ZPO. If the third party is not in a position to reimburse the seller for the legal and out-of-court costs of an action under § 771 ZPO, the purchaser is liable for the loss sustained by the seller. The purchaser is entitled to use the goods in the normal course of business, and with the permission of the seller also to resell them. The purchaser however hereby relinquishes all claims up to the invoice value (including VAT) resulting from the sale of the goods, including foreign exchange and cheques, in favour of the seller, in order to secure the relevant claims. In case of the sale of goods of which the seller has joint ownership, the relinquishment is restricted to the proportion of the claim corresponding to his joint ownership proportion. Even after such relinquishment, the purchaser remains entitled to collect such claims The authorisation of the seller to collect such claims himself remains unaffected. The seller is however obliged not to collect such claims as long as the purchaser complies with his payment obligations towards the seller, does not fall into arrears with payment, and in particular provided that no application is made for institution of insolvency proceedings against the purchaser and payments are not suspended. In this case, the seller is entitled to require that the purchaser notifies him of the relinquished claims and their debtors, provides all the information and corresponding documentation required to collect such claims, and notifies the third party of such relinquishment. If the value of the securities lodged consistently exceeds the claims to be secured by more than 20%, the seller will release corresponding securities at the request of the purchaser, the choice of the securities being at the discretion of the seller. 18. Use of the products by the customer, hazardous materials Before their use for any other purpose, in particular in medicine, diagnostics, industrial production or in the processing and control of foodstuffs and beverages, the products must be checked by the user to ensure their suitability for such purposes. Even after testing, the seller cannot therefore accept any liabil-ity or such forms of use. In the case of toxins, drugs, hazardous materials and other materials which may only be used in accor-dance with legal or official regulations, the order placed by the customer serves simultaneously as a dec-laration that these materials will only be used for a permitted purpose in the above sense. If the customer is uncertain about possible dangers, he must make contact with the seller before such use. The seller has designated products which contain such materials accordingly, and dispatches such product with all the necessary care. The absence of toxicity of products does not exclude a possible health risk for the user. Customers or consumers must therefore apply the laboratory guidelines of the Trade Association of the Chemical In-dustry to all such products. They must observe the legal regulations, and in particular the GM technology regulations when dealing with such materials, and thereby ensure that such products are used only be suitably qualified persons. If the seller has to make a delivery agreement subject to the usage purpose in the case of certain prod-ucts, the customer is liable for any possible disadvantage suffered by the seller as a result of inaccurate information. In all cases in which the seller becomes aware of impermissible use, he reserves the right not to supply such customers. Goods deliveries by Fermentas GmbH may contain products whose use by the purchaser is subject to patent or license conditions. 19. Resale The purchaser is hereby notified that certain goods or products (and if applicable the know-how contained in them) may be subject to export or import controls. Both parties to the contract are therefore responsible for observing the corresponding export and import control regulations. The purchaser is also notified that US export control regulations are also applicable if the goods or products concerned originate completely or partly from the USA. This can also be the case even if the contract makes no further reference to the USA. The use of registered brands (trademarks) of the seller for goods of foreign manufacture or for processed original goods is prohibited without the prior, express written agreement of the seller. 20. Customer protection, use of customer data The seller is entitled to save customer data within the bounds of the applicable legal regulations, in par-ticular the “Bundesdatenschutzgesetz” (Federal German data protection regulations), and to use it within the company and/or for observance/fulfilment of legal obligations. Customer data will not be disclosed to third parties outside the Fermentas Group. 21. Contract languages 22. Place of fulfilment, place of jurisdiction, applicable law The exclusive place of jurisdiction for all disputes between the parties arising from or in connection with this contract is Heidelberg, provided that the customer is a commercial entity, legal entity under public law or a public fund asset. We reserve the right, and are also entitled, to bring an action against the customer before the court responsible for his place of business. The legal relationships between the parties arising from or in connection with this contract are subject to the law of the Federal Republic of Germany. The UN Convention on the International Sale of Goods (CISG) of 11.04.1980 does not apply. 23. Concluding clause Instead of the invalid or void stipulations, other legally valid stipulations will apply, which most closely approximate the commercial purpose of the invalid or void stipulations. If the contract contains an omission, this will be corrected by a stipulation which serves as far as possible to further and support the objectives of the contract intended by the other stipulations. The seller will ap-ply a provisional stipulation as he reasonably sees fit, taking into account the interests of the purchaser. The stipulation becomes binding for both parties to the contract, if the purchaser does not object to it in writing within two weeks following receipt of notification from the seller.
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