General Terms and Conditions of Sale and Delivery

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF IN.VENT DIAGNOSTICA GMBH
(HEREINAFTER REFERRED TO AS “IN.VENT”)

1.1 The fol­low­ing gen­er­al terms and con­di­tions of sale and deliv­ery apply to all sales and deliv­er­ies of in.vent, unless oth­er­wise stat­ed in these terms and con­di­tions, in the text of the order con­fir­ma­tion or in agree­ments in indi­vid­ual con­tracts between the par­ties. In addi­tion, the INCOTERMS® 2010 of the Inter­na­tion­al Cham­ber of Com­merce in Paris or respec­tive­ly in the cur­rent ver­sion at the time of deliv­ery or per­for­mance apply in cross-bor­der traf­fic.

1.2 Con­flict­ing or devi­at­ing gen­er­al terms and con­di­tions of the buy­er are here­by express­ly con­tra­dict­ed. They shall only become part of the con­tract if in.vent express­ly agrees to them in writ­ing.

1.3 These gen­er­al terms and con­di­tions of sale and deliv­ery shall also apply if in.vent car­ries out the deliv­ery to the buy­er with­out reser­va­tion in the knowl­edge of con­flict­ing or devi­at­ing terms and con­di­tions of the buy­er.

1.4 All agree­ments con­clud­ed between in.vent and the buy­er for the exe­cu­tion of the sales of goods must be in writ­ing. This also applies to a waiv­er of the writ­ten form require­ment.

2. Prices, order quan­ti­ties and deliv­ery dates

2.1 Deliv­er­ies and pur­chase prices are under­stood to be free car­ri­er (FCA). All prices are exclu­sive of VAT.

2.2 Price infor­ma­tion (includ­ing any dis­counts) and oth­er con­di­tions in cat­a­logues, brochures and price lists only reflect the sta­tus of the issue. Orders of the buy­er are under­stood to be valid based on prices and con­di­tions on the day of receipt of the order at in.vent. in.vent informs the buy­er of the rel­e­vant cur­rent prices and con­di­tions.

2.3 in.vent shall indi­cate sur­charges for ship­ping as well as addi­tion­al costs (e.g. for small quan­ti­ties) in the invoice.

2.4 Fixed deliv­ery peri­ods do not exist. Deliv­ery dates are non-bind­ing.

2.5 in.vent reserves the right and time­ly self-deliv­ery.

3. Deliv­ery, trans­fer of risk

3.1 The choice of ship­ping method is reserved for in.vent. in.vent exe­cutes the con­tract of car­riage and informs the buy­er. When send­ing frozen sam­ples, in.vent cal­cu­lates the amount of coolant required accord­ing to the time esti­mat­ed by the ship­ping com­pa­ny plus 24h. Pack­ag­ing, freight, cus­toms duties, tax­es and coolant will be charged to the buy­er.

3.2 Upon dis­patch of the order or the han­dover to the trans­port com­pa­ny, the risk of acci­den­tal loss or acci­den­tal dete­ri­o­ra­tion of the prod­ucts pass­es to the buy­er.

3.3 If the Sell­er is in default, he shall be liable for dam­ages incurred by the Buy­er only in the event of intent and gross neg­li­gence. Fur­ther legal claims of the buy­er remain unaf­fect­ed.

4. Lim­i­ta­tion of use

4.1 Goods deliv­ered by in.vent may con­tain prod­ucts whose use is sub­ject to patent or licens­ing restric­tions by the Buy­er. Details of such restric­tions can be found in the rel­e­vant cat­a­logue, the pack­age leaflet or, where applic­a­ble, the in.vent web­site. These can also be request­ed by the buy­er before and after the con­clu­sion of the con­tract at in.vent.

4.2 The prod­ucts sup­plied by in.vent are not med­i­c­i­nal prod­ucts and may not be used in their entire­ty or in parts on or in the human or ani­mal organ­ism. Appli­ca­tions are lim­it­ed to diag­nos­tic research and devel­op­ment, as well as to the pro­duc­tion of IVD / bio­an­a­lyt­ics or to the pro­duc­tion of prod­ucts for it.

4.2 To the extent applic­a­ble med­ical device reg­u­la­tions — to which the use of the Prod­ucts are sub­ject to — require this, the Prod­ucts may only be oper­at­ed or applied in accor­dance with the intend­ed use, spec­i­fi­ca­tions and indi­ca­tions spec­i­fied in the offer or as spec­i­fied in the Cer­tifi­cate and/or the Oper­a­tor Man­u­al (“Pur­pose”). Should the buy­er make changes to the prod­ucts, this is done on his own respon­si­bil­i­ty. in.vent accepts no lia­bil­i­ty to the buy­er and does not guar­an­tee legal or reg­u­la­to­ry con­for­mi­ty with regard to prod­ucts that are oper­at­ed or applied and/or mod­i­fied con­trary to their intend­ed pur­pose and/or with oth­er products/components com­bined.

5. Force majeure, con­trac­tu­al obsta­cles

Force majeure of any kind, unfore­see­able oper­a­tional, traf­fic or ship­ping dis­rup­tions, fire dam­age, floods, unfore­see­able short­ages of pow­er, ener­gy, raw mate­ri­als or aux­il­iary mate­ri­als, strikes, lock­outs, offi­cial orders or oth­er Obsta­cles for which par­ties are not respon­si­ble for per­for­mance, which make the pro­duc­tion, dis­patch, deliv­ery, accep­tance, delay or unrea­son­able, release in.vent from the oblig­a­tion to deliv­er or accept the defect for the dura­tion and extent of the dis­rup­tion. This also applies if the cir­cum­stances occur with sup­pli­ers. If the deliv­ery or accep­tance is exceed­ed by more than 8 weeks as a result of the dis­rup­tion, both par­ties are enti­tled to with­draw from the con­tract and there are no claims for dam­ages in this respect.

6. Notice of defects and claims for defects

6.1 in.vent and the Buy­er will ful­fil their con­trac­tu­al oblig­a­tions with the care of a reg­u­lar busi­ness­man. The buy­er must care­ful­ly inspect the received goods for quan­ti­ty, qual­i­ty and defects imme­di­ate­ly upon arrival. He has to claim obvi­ous defects at in.vent, in writ­ing at the address in.vent Diag­nos­ti­ca GmbH, Neuen­dorf­str. 17, 16761 Hen­nigs­dorf, and imme­di­ate­ly, but at the lat­est with­in 10 cal­en­dar days after the arrival of the goods, stat­ing sam­ple num­bers, invoice num­ber and invoice date. Hid­den defects must also be report­ed imme­di­ate­ly, at the lat­est with­in 10 cal­en­dar days after the defect has been iden­ti­fied.

6.2 At in.vent’s request, the Buy­er shall send in.vent doc­u­ments such as deliv­ery notes and pack­ing slips in the orig­i­nal or in copy, as well as any sig­na­tures on pack­ages or to for­ward the goods to in.vent for pro­fes­sion­al rec­ti­fi­ca­tion of the good.

6.3 in.vent shall be liable for the absence of defects with­in a peri­od of 12 months in the event of time­ly, duly col­lect­ed and jus­ti­fied com­plaints of defects. In his jus­ti­fi­ca­tion for defects, the buy­er shall describe the defect in such a way that in.vent is able to retrace the defect. The statu­to­ry lim­i­ta­tion peri­od valid in Ger­many applies if in.vent has fraud­u­lent­ly con­cealed the defect.

6.4 In the event of defec­tive goods, in.vent may first repair or resup­ply at its choice (sub­se­quent per­for­mance). in.vent has the right to repeat a failed sub­se­quent per­for­mance. in.vent may refuse sub­se­quent per­for­mance if it entails dis­pro­por­tion­ate costs.

6.5 Claims of the buy­er due to defects are exclud­ed in the case of non-sub­stan­tial mate­r­i­al defects. In par­tic­u­lar, this is the case with a neg­li­gi­ble mate­r­i­al defect where the val­ue or suit­abil­i­ty for ordi­nary use is of an insignif­i­cant reduc­tion.

6.6 If the sub­se­quent rec­ti­fi­ca­tion has failed, is refused, unrea­son­able or if the buy­er has unsuc­cess­ful­ly set a rea­son­able time lim­it for sub­se­quent per­for­mance by in.vent or if a time lim­it is not nec­es­sary, the buy­er is enti­tled to demand a reduc­tion or to with­draw from the con­tract.

7. With­draw­al and dam­ages instead of per­for­mance

7.1 If in.vent does not per­form a ser­vice due or does not com­ply with the con­tract (“breach of duty”), the buy­er is only enti­tled to with­draw from the con­tract or to com­pen­sa­tion instead of per­for­mance, a) if it is a sig­nif­i­cant breach of duty by in.vent, b) if he asks in.vent in writ­ing to improve the ser­vice with­in a rea­son­able peri­od in accor­dance with the nature of the ser­vice, and c) if in.vent has not per­formed with­in that peri­od.

7.2 Unaf­fect­ed by this sec­tion 7, the statu­to­ry pro­vi­sions of the Ger­man Civ­il Code (BGB) in force at the time of per­for­mance apply.

7.3 If in.vent has not per­formed or has not per­formed in accor­dance with the con­tract with­in the peri­od set by the Buy­er, in.vent may request the Buy­er to declare whether he con­tin­ues to insist on the pro­vi­sion of the ser­vice, sub­ject to a rea­son­able peri­od of time. Until the buy­er’s deci­sion has been made, in.vent is not oblig­ed to per­form.

7.4 In cas­es of the pur­chase of con­sumer goods, the rights of the buy­er in accor­dance with Sec­tion 478 (recourse of the entre­pre­neur) and 479 BGB (lim­i­ta­tion of claims for recourse) remain unaf­fect­ed.

8. Lia­bil­i­ty

8.1 Lia­bil­i­ty of in.vent — regard­less of the legal rea­son — shall only occur if the dam­age is caused by slight­ly neg­li­gent breach of a fun­da­men­tal con­trac­tu­al oblig­a­tion or is due to gross neg­li­gence or intent on the part of in.vent.

8.2 Claims for dam­ages under the Prod­uct Lia­bil­i­ty Act, as well as for injury to life, body or health or due to the assump­tion of a guar­an­tee remain unaf­fect­ed.

8.3 Inso­far as in.vent’s lia­bil­i­ty is exclud­ed or lim­it­ed, this also applies to the per­son­al lia­bil­i­ty of its employ­ees, rep­re­sen­ta­tives and vic­ar­i­ous agents.

8.4 in.vent is also only liable for the loss of data and pro­grams and their recov­ery with­in the scope of this clause 8. in.vent shall not be liable for such dam­ages if and to the extent that the buy­er has not tak­en ade­quate pre­cau­tions against data loss, in par­tic­u­lar by mak­ing back­up copies of all pro­grams and data. The mak­ing of back­up copies must be car­ried out at the usu­al inter­vals in the buy­er’s area of activ­i­ty but should be car­ried out at least once a day.

9. Pay­ment

9.1 Pay­ment must be made with­in 14 cal­en­dar days from the invoice date.

9.2 in.vent reserves the right to use pay­ments to set­tle the old­est claims due plus the default inter­est and costs accrued there­on, in the order of costs, inter­est, receiv­ables.

9.3 The Buy­er may only off­set against claims of in.vent by writ­ten dec­la­ra­tion to in.vent if his coun­ter­claim is undis­put­ed or if a legal­ly bind­ing title exists.

9.4 The asser­tion of a right of reten­tion due to non-recog­nised or not legal­ly estab­lished coun­ter­claims is exclud­ed, inso­far as these claims are not based on the same con­trac­tu­al rela­tion­ship.

9.5 in.vent has the right to refuse deliv­ery if, after the con­clu­sion of the con­tract, it becomes appar­ent that its right to pay­ment of the deliv­ery is jeop­ar­dised by the buy­er’s inabil­i­ty to per­form. This right to refuse per­for­mance shall be waived if the pay­ment is effect­ed or if the buy­er pro­vides rea­son­able secu­ri­ty. in.vent has the right to set the buy­er a rea­son­able peri­od of time dur­ing which the buy­er must either make the pay­ment for deliv­ery and pro­vide a secu­ri­ty for the deliv­ery. After the expiry of the peri­od, in.vent has the right to with­draw from the con­tract. In addi­tion, in the above-men­tioned case of the loss of the buy­er’s assets, in.vent has the right to pro­vide the deliv­ery of goods only against advance pay­ment or per­for­mance of an ade­quate secu­ri­ty.

10. Late pay­ment

10.1 If the buy­er is in default with a pay­ment, a cheque is not prop­er­ly cashed, no com­pen­sa­tion is made in the SEPA com­pa­ny direct deb­it pro­ce­dure or if a sig­nif­i­cant dete­ri­o­ra­tion occurs in the finan­cial cir­cum­stances of the debtor, all out­stand­ing Claims, includ­ing any deferred claims by in.vent against the buy­er, are due for imme­di­ate pay­ment.

10.2 If the Buy­er is in default with the pay­ment or exceeds the agreed pay­ment tar­get in the case of a mutu­al trad­ing trans­ac­tion, inter­est of nine per­cent­age points above the applic­a­ble base inter­est rate shall be due. in.vent reserves the right to claim com­pen­sa­tion for fur­ther dam­age.

11. Reten­tion of title

11.1 in.vent reserves the title to the deliv­ered goods until all pay­ments from the busi­ness rela­tion­ship with the buy­er have been received. in.vent’s prop­er­ty also extends to new prod­ucts result­ing from the pro­cess­ing of the goods sub­ject to reten­tion of title. The pro­cess­ing is car­ried out for in.vent as a man­u­fac­tur­er. In the case of pro­cess­ing, com­bi­na­tion or mix­ing with items that do not belong to in.vent, in.vent acquires co-own­er­ship in pro­por­tion to the invoice val­ue of its reserved goods to the invoice val­ues of the oth­er mate­ri­als.

11.2 The reten­tion of title shall remain in force even if the rel­e­vant claim(s) of in.vent is includ­ed in a cur­rent account and the bal­ance is drawn and recog­nised.

11.3 in.vent is enti­tled to with­draw from the con­tract and to take back the goods in the event of a breach of con­tract by the buy­er, in par­tic­u­lar in the event of a delay in pay­ment. The attach­ment of the goods sub­ject to reten­tion of title by in.vent always means the dec­la­ra­tion of with­draw­al from the con­tract.

11.4 The buy­er must treat the reserved goods with care. He is oblig­ed to insure the reserved goods at his own expense against fire, water and theft dam­age suf­fi­cient­ly at the new val­ue, and already assigns his com­pen­sa­tion claims under these insur­ance con­tracts to in.vent.

11.5 In the event of attach­ments or oth­er inter­ven­tions by third par­ties, the buy­er must noti­fy in.vent imme­di­ate­ly in writ­ing so that in.vent can bring an action for third-par­ty oppo­si­tion (Sec­tion 771 of the Code of Civ­il Pro­ce­dure). Inso­far as the third par­ty is not able to reim­burse in.vent for the legal and extra­ju­di­cial costs of an action pur­suant to Sec­tion 771 of the Ger­man Civ­il Code (ZPO), the buy­er shall be liable for the loss incurred by in.vent.

11.6 The buy­er is enti­tled to resell the goods in the ordi­nary course of busi­ness; how­ev­er, he already assigns all claims in the amount of the invoice val­ue (includ­ing VAT) from the sale of the goods, includ­ing bills of exchange and cheques, to secure the respec­tive claims to in.vent. In the case of dis­pos­als of goods in which in.vent has co-own­er­ship, the assign­ment is lim­it­ed to the share of the receiv­ables cor­re­spond­ing to its share of co-own­er­ship. The buy­er remains enti­tled to col­lect these claims even after the assign­ment. The pow­er of in.vent to col­lect the claim itself remains unaf­fect­ed by this. How­ev­er, in.vent is oblig­ed not to col­lect the claim as long as the buy­er ful­fils his pay­ment oblig­a­tions to in.vent, does not default on pay­ment and, in par­tic­u­lar, no appli­ca­tion for the open­ing of insol­ven­cy pro­ceed­ings has been filed. If this is the case, in.vent may require the buy­er to inform him of the assigned claims and their debtors, to pro­vide all infor­ma­tion nec­es­sary for col­lec­tion, to hand over the rel­e­vant doc­u­ments and to inform the third par­ties of the assign­ment.

11.7 If the deliv­ery item is deliv­ered to a place out­side the Fed­er­al Repub­lic of Ger­many as intend­ed or brought to such a place by the buy­er, the fol­low­ing applies pri­mar­i­ly to para­graphs 11.1 to 11.6: The buy­er will ensure that the reten­tion of title is effec­tive­ly pro­tect­ed by in.vent in the coun­try in which the deliv­ery item is locat­ed or to which it is to be trans­port­ed. Inso­far as cer­tain actions are nec­es­sary for this pur­pose (e.g. a spe­cial mark­ing of the deliv­ery item or a local reg­is­ter entry), the buy­er will car­ry them out in favour of in.vent. Should in.vent be request­ed to coop­er­ate, the buy­er will inform in.vent imme­di­ate­ly. In addi­tion, the buy­er will inform in.vent about all essen­tial cir­cum­stances that are impor­tant in the con­text of the widest pos­si­ble pro­tec­tion of in.vent’s prop­er­ty. In par­tic­u­lar, he will pro­vide in.vent with all doc­u­ments and infor­ma­tion nec­es­sary to enforce these prop­er­ty rights.

12. Resale and sub­mis­sion

12.1 The Buy­er is oblig­ed to com­ply with the Law against Unfair Com­pe­ti­tion and, if applic­a­ble, med­ical device law reg­u­la­tions on his own respon­si­bil­i­ty in the event of resale or sup­ply.

12.2 The buy­er is oblig­ed to observe that prod­ucts sup­plied by in.vent are not med­i­c­i­nal prod­ucts and may not be used in their entire­ty or in parts on or in the human or ani­mal organ­ism. Appli­ca­tions are lim­it­ed to diag­nos­tic research and devel­op­ment, as well as to the pro­duc­tion of IVD / bio­an­a­lyt­ics or to the pro­duc­tion of prod­ucts for it.

12.3 With­out the pri­or express writ­ten con­sent of in.vent, it is not per­mit­ted to use pro­tect­ed trade­marks of in.vent for goods of for­eign man­u­fac­ture or for processed orig­i­nal goods.

12.4 The buy­er is also oblig­ed to sell or hand over the deliv­ered goods only in full (i.e. includ­ing pack­ag­ing, pack­age leaflets, user man­u­als, warn­ings, etc.) in the event of resale.

12.5 The Buy­er is advised that goods or deliv­ery items (and, if applic­a­ble, the know-how con­tained in them) may be sub­ject to export or import con­trol. Each Par­ty is respon­si­ble for com­ply­ing with the rel­e­vant export and import con­trol reg­u­la­tions.

13. Con­fi­den­tial­i­ty and data pro­tec­tion

13.1 The Con­tract­ing Par­ties under­take to pro­vide any infor­ma­tion that may be made avail­able to them in con­nec­tion with this Agree­ment or any oth­er occa­sion in con­nec­tion with the Busi­ness Rela­tion­ship which is des­ig­nat­ed as con­fi­den­tial or which may be clas­si­fied as a busi­ness or trade secrets, to keep them secret and to not record them or to exploit them in any way, to the extent not nec­es­sary for the pur­pose of the con­tract. If con­fi­den­tial infor­ma­tion is to be dis­closed as a result of a deci­sion or order of a pub­lic author­i­ty, a court or in accor­dance with manda­to­ry legal or reg­u­la­to­ry pro­vi­sions, the oth­er par­ty shall, to the extent per­mit­ted, inform in writ­ing and with­out delay; fur­ther­more, the par­ty oblig­ed to dis­close will do its utmost to ensure that the con­fi­den­tial infor­ma­tion is kept con­fi­den­tial by the body con­cerned.

13.2 in.vent under­takes to com­ply with applic­a­ble data pro­tec­tion reg­u­la­tions and in par­tic­u­lar the pro­vi­sions of the GDPR and the BDSG. All human bio­ma­te­ri­als are deliv­ered to the buy­er in an anonymised form by in.vent. Access to per­son­al iden­ti­fi­ca­tion data by the buy­er is nev­er pos­si­ble. Per­son­al iden­ti­fi­ca­tion genet­ic tests on the sup­plied mate­ri­als are exclud­ed at any time. All human bio­ma­te­ri­als dis­trib­uted by in.vent are eth­i­cal­ly recov­ered in accor­dance with the applic­a­ble reg­u­la­tions, tak­ing into account the Dec­la­ra­tions of Helsin­ki and Taipei. Ethics votes and dec­la­ra­tions of con­sent are only avail­able if this is required by the nation­al reg­u­la­tions of the coun­try of ori­gin, tak­ing into account the way in which sam­ples are tak­en.

14. Place of per­for­mance, place of juris­dic­tion, applic­a­ble law, oth­er

14.1 Place of per­for­mance is Hen­nigs­dorf.

14.2 Neu­rup­pin is the exclu­sive place of juris­dic­tion for all dis­putes between the par­ties aris­ing out of or in con­nec­tion with this Agree­ment or their busi­ness rela­tion­ship.

14.3 Should indi­vid­ual pro­vi­sions of the con­tract be or become inef­fec­tive or void in whole or in part, this shall not affect the valid­i­ty of the remain­ing pro­vi­sions. Instead of the invalid or void pro­vi­sions, the legal­ly effec­tive pro­vi­sion that comes clos­est to the eco­nom­ic pur­pose of the invalid or void pro­vi­sions shall apply. The same applies in cas­es of a gap.

in.vent Diag­nos­ti­ca GmbH
Neuen­dorf­str. 17
16761 Hen­nigs­dorf
Phone: +49 3302 55199–0
inventdiagnostica.de