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Terms and Conditions

§ 1 Scope of Application

  1. These Terms and Conditions of Sale apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We do not recognize any terms and conditions of the customer that conflict with or deviate from these Terms and Conditions unless we have expressly agreed to their validity in writing.
  2. These Terms and Conditions of Sale also apply to all future transactions with the customer insofar as they concern related legal transactions (as a precaution, these Terms and Conditions should in any case be enclosed with the order confirmation).
  3. Individual agreements made with the buyer in specific cases (including ancillary agreements, amendments, and modifications) shall take precedence over these Terms and Conditions of Sale in all cases. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or our written confirmation.

§ 2 Offer and Conclusion of Contract

  1. The presentation of products on our website does not constitute a legally binding offer, but a non-binding online catalog. You may initially add our products to a watch list without obligation and correct your entries at any time before requesting an offer. Our offers are non-binding and subject to change unless they are expressly marked as binding or contain a specific acceptance period.
  2. Orders shall only be deemed accepted once confirmed in writing or upon delivery of the goods. Orders are executed exclusively in accordance with our delivery and payment terms. The purchase contract is concluded with quartett Biotechnologie GmbH.
  3. The written contract, including these General Terms and Conditions of Sale and Delivery, shall be the sole governing document for the legal relationship between the customer and us. Verbal assurances made prior to the conclusion of the contract are legally non-binding, and verbal agreements between the contracting parties are replaced by the written contract unless it is expressly stated that they shall continue to apply.
  4. Amendments and modifications to the agreements made, including these Terms and Conditions, require text form (e.g., email) to be effective.
  5. Our specifications regarding the subject matter of the delivery (e.g., weights, dimensions, quantities, utility values) and our illustrations thereof are approximate values only, unless exact conformity is required for the intended contractual use. They do not constitute guaranteed characteristics, but descriptions or identifications of the delivery. Customary deviations and deviations resulting from legal requirements are permissible provided that usability for the contractually intended purpose is not impaired.

§ 3 Prices and Payment

  1. Unless otherwise agreed in writing, our prices are ex works, exclusive of packaging, and plus value-added tax at the applicable statutory rate. Packaging costs will be charged separately.
  2. Unless otherwise agreed, the purchase price is payable within 8 days of invoice issuance. We reserve the right to assert claims for higher damages caused by default.
  3. Previous price lists lose their validity upon publication of a new price list. Printing errors excepted.
  4. To avoid posting errors and resulting incorrect reminders, we require that payments include the relevant invoice number, invoice date, and individual invoice amounts. This information appears on all our invoices. If the payer is not identical to the invoice recipient, the name under which the invoice was issued must also be stated. We assume no liability for correct allocation of payments received without this information.
  5. We reserve the right, in particular, to supply new customers only against advance payment.

§ 4 Delivery and Shipping

  1. All shipments are made at the buyer’s risk. The method of shipment and packaging are at our reasonable discretion. Risk passes upon dispatch of the goods. This also applies to partial deliveries with respect to each partial delivery. It is the buyer’s responsibility to insure the goods against all insurable risks, including transport damage. The risk of accidental loss or deterioration passes to the buyer once we have handed over the goods to the forwarding agent, carrier, or other party designated to carry out the shipment.
  2. Accepted orders are executed as quickly as possible. If production, procurement, or delivery is hindered, delayed, or rendered impossible due to force majeure, shortage of raw materials, operational disruptions, or labor disputes affecting us, our suppliers, or transport companies, delivery may be omitted or postponed in whole or in part at our discretion without giving rise to claims for compensation. In such cases, there is no right of withdrawal.
  3. Our delivery time specifications are non-binding and subject to change. Delivery periods and dates refer to the time of handover to the forwarding agent, carrier, or other third party commissioned with transport. We are entitled to make partial deliveries. Shipments of any kind are transported and charged in accordance with GGVE-GGVS-ADR-ADNR regulations and current European directives. Transport and packaging costs are calculated based on the weight of the goods.

§ 5 Retention of Title

  1. We retain ownership of the delivered goods until full payment of all claims arising from the supply contract has been received. This also applies to all future deliveries, even if we do not expressly refer to it in each case. We are entitled to repossess the goods if the customer acts in breach of contract.
  2. As long as ownership has not passed, the customer is obliged to handle the goods with care. In particular, the customer must insure them at their own expense against theft, fire, and water damage at replacement value. Any required maintenance and inspection work must be carried out by the customer at their own expense in a timely manner. As long as ownership has not passed, the customer must notify us immediately in writing if the goods are seized or subjected to other third-party interventions. If the third party is unable to reimburse us for judicial or extrajudicial costs pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the resulting loss.
  3. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to us the claims against the purchaser arising from resale in the amount of the final invoice value agreed with us (including VAT). This assignment applies regardless of whether the goods were resold before or after processing. The customer remains authorized to collect the claims after assignment. Our right to collect the claims ourselves remains unaffected. However, we will not collect the claims as long as the customer meets their payment obligations, is not in default, and no insolvency proceedings have been initiated or payments suspended.
  4. Any processing or transformation of the goods by the customer is carried out on our behalf and in our name. In this case, the customer’s expectant right continues in the transformed goods. If the goods are processed together with items not owned by us, we acquire co-ownership of the new item in proportion to the objective value of our goods relative to the other processed items at the time of processing. The same applies in the event of mixing. If mixing occurs in such a way that the customer’s item is considered the principal item, it is agreed that the customer transfers proportionate co-ownership to us and holds the resulting sole or co-ownership in trust for us. To secure our claims, the customer also assigns to us any claims arising against third parties from the combination of the goods with real property; we hereby accept such assignment.
  5. We undertake to release securities to which we are entitled at the customer’s request insofar as their value exceeds the secured claims by more than 20%.

§ 6 Warranty, Notice of Defects, and Recourse / Manufacturer’s Liability

  1. Warranty claims require that the customer has properly fulfilled their obligations to inspect and notify defects in accordance with Section 377 of the German Commercial Code (HGB).
  2. Claims for defects expire 12 months after delivery of the goods to the customer. Statutory limitation periods apply to claims for damages arising from intent or gross negligence, as well as injury to life, body, or health. Where mandatory statutory provisions prescribe longer limitation periods, these shall apply. Our consent must be obtained prior to any return of goods.
  3. If the delivered goods nevertheless exhibit a defect existing at the time of transfer of risk, we shall, at our discretion, remedy the defect or deliver replacement goods, provided timely notice of defects has been given. We must be granted a reasonable period for subsequent performance. Recourse claims remain unaffected.
  4. If subsequent performance fails, the customer may withdraw from the contract or reduce the remuneration, without prejudice to any claims for damages.
  5. Warranty claims do not apply in cases of insignificant deviation from the agreed quality, insignificant impairment of usability, natural wear and tear, or damage occurring after the transfer of risk due to improper handling, excessive use, unsuitable operating materials, defective construction work, unsuitable subsoil, or special external influences not provided for in the contract. No warranty claims arise for improper repairs or modifications carried out by the customer or third parties.
  6. Claims for reimbursement of expenses required for subsequent performance, in particular transport, travel, labor, and material costs, are excluded if such expenses increase because the goods were subsequently moved to a location other than the customer’s place of business, unless the relocation corresponds to the intended use.
  7. Recourse claims by the customer exist only insofar as the customer has not made agreements with their purchaser exceeding mandatory statutory warranty claims.

§ 7 Use of Customer Data

  1. We are entitled to process and store customer data arising from the contractual relationship insofar as this is necessary for the execution and processing of the purchase contract and as long as we are legally obliged to retain such data.
  2. We reserve the right to transmit personal customer data to credit agencies for the purpose of credit checks, provided the customer has expressly consented in each individual case. Otherwise, we will not disclose personal data to third parties without express consent, except where legally required.
  3. The collection, transmission, or other processing of personal data for purposes other than those stated above is not permitted.

§ 8 Limited Use License and Restrictions

  1. Our products are sold, transferred, and licensed exclusively for in vitro activities, laboratory animal experiments, and internal research purposes. Use for any other purposes, in particular diagnostic, prophylactic, therapeutic, or clinical applications, is expressly excluded unless explicitly stated otherwise in the relevant technical data sheet.
  2. Our products have not undergone regulatory testing, approval, or validation for diagnostic, prophylactic, therapeutic, or clinical purposes. No testing regarding safety, efficacy, or specific use has been conducted unless expressly stated in the technical data sheet.
  3. You are solely responsible for the proper selection, application, processing, and use of the product, including incorporation into other products or modification thereof. You are also responsible for implementing all necessary safety precautions.
  4. You are obligated to use the product and any results obtained exclusively in accordance with the principles of good laboratory practice, all applicable laws, regulations, and regulatory requirements, and all necessary approvals, permits, and/or licenses required for your research and intended applications. This includes compliance with third-party rights, in particular intellectual property rights.

§ 9 Miscellaneous

  1. This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  2. Place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office, unless otherwise stated in the order confirmation.
  3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.