AGBs/General Terms and Conditions for LenioBio
Scope
1. These Terms and Conditions (Terms) apply to all business transactions with our customers no matter if performed by internet communication (webshop) per e-mail, fax, phone or mail.
2. These Terms are to be applied exclusively to all business transactions. We do not accept differing Terms and Conditions and herewith refuse them, unless we have agreed to accept them in writing.
3. These Terms also apply also to all future transactions between customer and LenioBio GmbH even if – on a single case basis – different terms have been accepted.
4. These Terms apply to all customers who are not consumers according to §13 BGB (German Civil Code). They apply specifically to companies, legal persons of public corporationsand public law foundations/institutions in the sense of §310 BGB.
Due to the special handling and packing instructions for the products LenioBio does not sell to consumers. When placing the order customer confirms that he is not a consumer in the sense of §13 BGB. Resale to consumers is not in compliance with the proper use and application of the products.
Conclusion of Contract
1. Our offers are unbinding and free unless explicitly declared otherwise or subject to acceptance within a certain fixed term. Presentations and product marketing on the internet (webshop) do also not represent a binding offer.
2. The customer’s purchase order is considered a binding offer to conclude a purchase contract. When customer is ordering via internet (webshop) a legally binding purchase order is placed by clicking the button „Buy“.
3. The receipt of an internet-order will be immediately confirmed to customer per separate e-mail. Such a confirmation of receipt does not constitute a binding acceptance of the order by LenioBio. Such a confirmation is performed in writing (for instance by an order confirmation or a shipping/or ready-to-ship advise). The details of such a written statement define the content and scope of the purchase contract.
4. All legally relevant statements made by customer after the purchase (for instance appointment of deadlines, reminders, warranty claims) must be submitted in writing (e. g. by letter, e-mail, fax).
5. LenioBio retains the right to require a certificate or official statement from customer documenting his professional qualification or other necessary provisions (e. g. permits/licenses, official end-use certificates). In case of default LenioBio is entitled to refuse the delivery or fulfillment of the purchase contract.
Terms of Delivery, Freight Costs, Return Shipments
1. For our deliveries the term EXW/defined place according to the Incoterms 2010 applies in general.
2. Freight charges are on customer’s account. This also applies to special packing provisions for the product (cooling chain).
3. Products will only be insured on customers explicit instructions and on his account against theft, loss, transport or other related damages.
4. For our temperature-sensitive products expedite shipping is necessary to maintain the cooling-chain and not to exceed calculated transit times. If customer is in delay or default of acceptance of goods or refuses to co-operate in a reasonable way, or otherwise causes delay of delivery, we are entitled to charge customer for compensation for damages due to this delay (incl. deterioration of the product by interrupted cooling-chain) or additional incurred costs (for instance for storage or dry-ice refills).
5. Due to our temperature-sensitive products and the special handling and marking instructions for the Dry-Ice used for cooling, return shipments from customers are only accepted with our prior explicit agreement and only when the goods are appropriately re-packed and the cooling chain at minus 80 degrees Celsius has been maintained at all times.
Prices and Payment Conditions
1. Unless otherwise agreed to our prices are the prices actually valid at time of order placement, quoted in EUR, net, plus applicable legal taxes. According to our delivery terms the prices are EXW Aachen (Incoterms 2010) plus eventual transport, packing and insurance charges and, unless otherwise agreed to, plus eventual additional other taxes and fees if applicable.
2. Payments are due within 30 days after delivery and receipt of invoice – credit eligibility provided. For timely payment within the 30-days term the date funds are received at LenioBio is decisive.
3. LenioBio retains the right at any time to require a full or partial prepayment of orders.
4. Customer can only set-off other claims resulting from previous deliveries against an invoice if this claim is legally valid, officially accepted by LenioBio and in reasonable proportion to LenioBio’s major claim.
Delivery Terms/Force Majeure
1. All delivery terms/dates for deliveries and services („delivery deadlines“) are always provided on an estimate basis unless a certain fixed delivery date has been confirmed or agreed to .
2. If we notice that a scheduled delivery term cannot be kept, we inform customer immediately and provide a new estimated delivery term asap.
3. LenioBio is not liable for the impossibility or delay of obligations from a contract, if this delay or impossibility is caused by Force Majeure or other circumstances which were not known or anticipated at the time the contract was concluded and for which we cannot be held responsible (for instance hold-ups in production, fire, natural catastrophes, floods, war, terrorism, strikes etc.). This also applies in cases of default of suppliers (Ausfall kongruenter Deckungsgeschäfte) if LenioBio is not responsible for the default and has acted with due diligence.These events prolong delivery dates for the duration of the event and a reasonable starting time.
We are further entitled to withdraw from the contract, if such events make it impossible for us to fulfill our obligations completely or for an undetermined period of time or if it becomes economically unreasonable to do so.
Customer is also entitled to cancel the contract in writing if due to the delays caused by such events acceptance of the products is no longer economically reasonable.
4. Delivery terms are prolongated in proportion to customer delaying his contractual obligations or other necessary actions of cooperation or other requirements.
5. Our legal rights, especially concerning the exclusion of our obligation to perform, for instance because of impossibility of fulfillment or customer being in default of acceptance or payment arrears is not affected thereby.
Retention of Title
1. LenioBio retains ownership of delivered products until payment of the full purchase price has been received.
2. Customer is obliged to handle goods under retention of title with due care and diligence to prevent goods from damage, loss or destruction.
3. In case of seizure of such goods or other interventions of third parties, customer must notify third party that the goods are under retention of title and inform LenioBio immediately so that we can take necessary procedures to claim our rights. If the third party is not compensating us for costs incurred by legal or out of court settlements to enforce our rights, customer is responsible for the compensation.
Warranty Claims and Limited Use of Goods
1. The customer’s rights are covered by all legal provisions applying to material defects or defects of titel unless these Terms do not provide differing or additional provisions.
2. Unless explicitly agreed otherwise, the products comply solely to the specifications as provided on our product data sheet.
3. The products are designed for research and in vitro applications only. They are not to be used on human beings or animals and are not to be applied for diagnostic or therapeutic purposes. When placing the order customer confirms therewith that the products will only be used according to applicable laboratory guidelines and only by qualified and trained personnel.
4. Our products are subject to Limited Use Label License Provisions (LULL). The separately provided LULLs and these Terms are both components of our contract with the customer and can be accessed via our website.
5. Customer will give LenioBio adequate time to test and evaluate eventual warranty claims or other complaints as well as provide a reasonable term for amendments or reshipments when the complains are justified. Customer is also obliged to return the defective products for evaluation or provide adequate data and information to assess his claims.
6. If the warranty claim is justified, LenioBio will be responsible for all incurred additional costs, specifically for transport, labour and material. If a warranty claim is not justified, we can require compensation for all additional costs incurred by us from the customer.
7. If the delivered product is defective LenioBio is obliged within a reasonable term to amend the product or to deliver a new fault-free product. In case of a reshipment LenioBio retains the right to require return of the defective product.
Liability
1. In case of default of contractual or extra-contractual obligations, LenioBio is liable according to applicable legal provisions unless these terms do not provide otherwise.
2. Liability is excluded if customer uses the products not within the allowed limited scope of use specified in paragraph 7, no. 3.
3. LenioBio is liable – regardless of the legal cause – in case of willful intent and gross negligence and without limitation for damages caused by harm to life, body and health.
4. In case of slight negligence LenioBio is only liable if a substantial obligation (Kardinalspflicht) has been neglected and only to the extent of a typical damage, as it could be expected at the conclusion of the contract. A substantial obligation („Kardinalspflicht“) as defined in this passage is an obligation necessary for finalizing the contract at all and which therefore can be relied upon as standard business procedure.
5. Liabilities based on guarantees and provisions according the product liability law remain unaffected.
6. As far as our liability is excluded or limited as stated in the preceding paragraphs, this also applies to the personal liability of LenioBio’s organs, legal representatives, personnel and agents.
Export/Import Regulations
1. Customer is obliged to comply with all applicable international export control provisions and regulations.
2. The same applies to all provisions regarding applicable import control provisions, for instance import licenses, certificates or other documentation.
3. Our deliveries/fulfillment of contract are made under the provision that fulfillment of the contact is not in opposition to existing export control regulations (Federal Republic of Germany or EC). If this is the case, LenioBio has the right to cancel the contract with no liability to customer for non-fulfillment.
Applicable Law and Place of Jurisdiction
1. Ruling Law for these Terms are the legal provisions of the Federal Republic of Germany. UN Trade law is explicitly excluded.
2. The exclusive place of jurisdiction for all differences arising in connection with any business transactions between customer and LenioBio is Duesseldorf. LenioBio retains also the right to file claims at customer’s place of residence/operation.
3. The authoritative text for these Terms is the original German text.
4. If one of the provisions stated in these Terms becomes invalid, all other provisions remain effective.