EJOLIFE GmbH (Seller) sells to its customers (Buyer) cells, biochemical reagents and kits, and other products for research purposes.
SECTION 1. SCOPE
1.1 Our offers, deliveries, and services are exclusively subject to these terms and conditions. Deviating terms and conditions of the buyer are not part of the contract. Our terms and conditions are deemed to have been accepted at the latest upon receipt of the delivery or service, unless we have expressly agreed in writing to the applicability of the buyer’s terms and conditions. These terms and conditions of sale and delivery also apply to all future business between the parties.
1.2 These terms and conditions only apply to entrepreneurs, legal entities under public law, or special funds under public law within the meaning of Section 310 BGB.
SECTION 2. CONCLUSION OF THE CONTRACT
2.1 Our offers within the meaning of § 145 BGB are valid for two weeks from the date of submission. Contracts come about solely through our written order confirmation or through the execution of the order.
2.2 If a buyer’s order qualifies as an offer in accordance with Section 145 BGB, we can accept this offer within two weeks.
SECTION 3. CONDITION OF THE PURCHASED ITEM
3.1 The information about our products that originate from us or from the manufacturers are only approximate; this also applies to the product descriptions on the data sheets. The information does not guarantee any quality, unless the guarantee is expressly made in writing. Information in our publications is subject to change.
3.2 The products we sell are intended for laboratory purposes (in particular research purposes and in vitro diagnostics). They are not intended or suitable for any other purpose. Before they can be used for any other purpose, for example in medicine or in food or luxury food processing, they must be checked by the user for their suitability in this regard. The seller is not liable for this use.
3.3 Neither through the sale of our products nor through these conditions of sale do we grant the buyer a license to any rights, including intellectual property rights.
SECTION 4. CLAIMS FOR DEFECTS
4.1 Our liability extends to the state of research that our goods are free from defects. Our liability is excluded if our goods are not properly stored or used by the customer or a third party.
4.2 The buyer must examine the goods immediately upon receipt to the extent customary in the trade. Identifiable defects must be reported to us in writing within one week of receipt of the goods. If the defect only shows up later, it must be reported in writing within one week of its discovery. Failing this, the goods are considered approved. The use or processing of the goods is also considered as approval of the delivery as in accordance with the contract and excludes claims for defects.
4.3 In the event of defects, we are entitled to subsequent performance (replacement delivery). The buyer must immediately give us sufficient opportunity for supplementary performance; otherwise we are released from liability for the resulting consequences. If we have tried the supplementary performance twice without success, the buyer is entitled to reduce the consideration or to withdraw from the contract.
4.4 Any further claims by the customer due to defects other than those specified in Section 4.3 above are excluded. We are not liable for damage that has not occurred to the goods themselves, and not for other pecuniary damage or consequential damage to the buyer, in particular not for economic losses.
SECTION 5. PRICE AND PAYMENTS
5.1 Unless otherwise agreed, our prices apply ex our warehouse in Berlin Germany, including loading and excluding packaging, conditioning, transport and unloading, customs duties or other statutory charges. Value added tax at the respective statutory rate is added to the prices.
5.2 If the prices of our suppliers or other costs related to our products increase between the conclusion of the contract and delivery, we are entitled to increase the agreed prices appropriately.
5.3 Unless otherwise agreed, the purchase price is due for payment within 14 days when the invoice is issued. We reserve the right to ask for prepayment and/or grant discounts of the purchase price.
5.4 Default in payment occurs in accordance with Section 286, Paragraph 3 of the German Civil Code (BGB) no later than 14 days after the due date has occurred without any further reminder. In the event of default in payment, the seller is entitled to set off default interest in the amount determined by Section 288 (2) of the German Civil Code (BGB) without further evidence. We reserve the right to claim further damage caused by default.
5.5 The buyer is only entitled to offset if his counterclaims are undisputed or have been legally established. The buyer is only entitled to assert rights of retention based on counterclaims from the same contractual relationship.
SECTION 6. DELIVERY
6.1 The place of performance is our warehouse in Berlin Germany. The buyer bears the risk associated with the goods as soon as we hand them over to the carrier. This also applies if we assume transport costs in individual cases.
6.2 Agreements on a binding delivery time must be made in writing. The agreed delivery time is met if the goods have left our warehouse at this point in time or are ready for collection. Our timely performance assumes that all commercial and technical questions between the buyer and us have been clarified and the buyer has fulfilled all obligations incumbent on him, such as proof of a required official permit or down payment.
6.3 If we cannot deliver on time, we will inform the buyer immediately.
6.4 If we are not responsible for the delay, for example in the event of a lack of energy, import difficulties, operational and traffic disruptions, strikes, force majeure or delays by our suppliers, the performance time will be extended accordingly. If we are unable to perform even after a reasonable extension, both the buyer and we are entitled to withdraw from the contract. Damage claims by the buyer are excluded.
6.5 If we are responsible for the delay, the customer can withdraw from the contract in accordance with the statutory provisions. In these cases, we are not liable for indirect damage, consequential damage or economic losses that the buyer incurs as a result of a delay in delivery.
6.6 We are entitled to partial performance, provided this is reasonable for the buyer.
6.7 In the event of default in acceptance or any other culpable breach of duty to cooperate on the part of the buyer, we are entitled to compensation for the resulting damage, including any additional expenses. We reserve the right to make further claims.
SECTION 7. TRANSFER OF RISK, INSURANCE
7.1 The risk of accidental loss passes to the buyer as soon as the product has left our warehouse in Berlin Germany. This also applies if we take on further services, such as shipping costs or delivery in particular.
7.2 If it has been agreed that the buyer picks up the goods from us, the risk is transferred at the time for which the pick-up has been agreed, but no later than when the buyer or his agent actually collects them.
7.3 We only take out transport insurance at the express request of the buyer and at his expense.
SECTION 8. RETENTION OF TITLE
8.1 The goods delivered shall remain property of seller until the complete and unconditional payment. Should we still have further claims against the buyer arising from the business relationship, we will retain its property rights until payment of such claims has been effected.
8.2 If the buyer is more than ten days in arrears with a due partial payment in whole or in part and if a reasonable payment deadline set by us has elapsed without success, we can demand that the buyer surrender the reserved goods without having previously declared the withdrawal from the contract. The same applies if the buyer’s assets are filed for bankruptcy and are not withdrawn within ten days. If the buyer does not comply with the request for surrender, or if there is a risk of loss or destruction of the reserved goods, we are entitled to take possession of the reserved goods. For this purpose, we are allowed to enter the location of the reserved goods. The buyer bears the return costs.
SECTION 9. PRODUCT RETURN
If, in individual cases, we declare that we are ready to take back new goods, we are entitled to reduce the repayment of the purchase price at our own discretion, unless the return is based on a defect in the product that we have recognized. The return is at the risk and expense of the buyer. We also reserve the right to charge analysis costs for packs of goods that are no longer originally sealed.
SECTION 10. BUYER GUARANTEES
10.1 The buyer guarantees to use poisons and other substances purchased from us, the use of which is only permitted within the framework of legal or official regulations, exclusively for permitted purposes.
10.2 The buyer undertakes to ensure that the purchased products are used in accordance with the relevant application and safety regulations and that they are properly disposed of.
10.3 Insofar as we have to make a delivery commitment dependent on a certain qualification of the recipient or a certain use, the buyer is liable for all possible disadvantages that arise for us from incorrect information or assurances.
SECTION 11. LIABILITY
11.1 Unless otherwise regulated in these terms and conditions of sale and delivery, our liability is limited to intent and gross negligence, regardless of the legal grounds. This also applies to the personally liability of representatives, employees and vicarious agents. Unless there is an intentional breach of contract, our liability for damages is limited to the foreseeable, typically occurring damage.
11.2 Our liability for culpable injury to life, limb or health as well as liability for the lack of a quality guaranteed by us or under the Product Liability Act remains unaffected.
11.3 As far as the liability is excluded or limited according to the above, the buyer is obliged to indemnify the seller from third party claims. Furthermore, the buyer has to indemnify the seller from claims by third party due to damage caused by improper use of the products by the buyer.
SECTION 12. PROHIBITION OF THE ASSIGNMENT OF CLAIMS
The assignment of claims against the seller to third parties is excluded.
SECTION 13. GOVERNING LAW; MISCELLANEOUS
13.1 The law of the Federal Republic of Germany applies. The CISG sales law is excluded.
13.2 The place of jurisdiction for dealings with merchants is Berlin Germany . However, we are entitled, at our option, to sue at the buyer’s registered office.
13.3 Collateral agreements or deviations from these terms and conditions of sale and delivery are only effective if they have been agreed in writing. This written form clause can only be changed in writing.
13.4 Should individual provisions of the contract or these sales conditions be or become ineffective or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the ineffective regulation with a legally permissible regulation that comes closest to the economic purpose of the ineffective regulation or closes the loophole.