1. Our delivery of goods, products, services and quotations thereof are offered exclusively within the bounds of these Terms and Conditions, and shall automatically apply to and include all subsequent future transactions without the need for a new explicit agreement. These Terms and Conditions are considered to be accepted upon receipt of products or upon performance of services. We hereby negate any and all conflicting or potentially conflicting references to terms and conditions and/or conditions of purchase other than those of emp BIOTECH.
2. Any and all agreements made between the customer and emp BIOTECH for the purpose of executing this contract must be made in writing.
3. Our conditions of sale and delivery shall only be valid as described in § 310, para. 1 BGB [German Civil Code].
1. All quotations are subject to confirmation and are non-binding. Any and all declarations of acceptance and orders are required to be confirmed by us in text form (“in writing”, that is, writing, fax or e-mail) in order to become a legally binding contract.
2. Our employees are not authorised to make any oral agreements or confirmations which are beyond the scope of the written contract.
3. The conclusion of the contract occurs under the proviso that our suppliers can deliver to us on a timely basis and without error. This shall apply in the event that a failed delivery is beyond our control. In this case, the customer will be informed that the service or product is not available and the customer will be reimbursed.
1. Unless otherwise indicated, all prices included in our quotations are valid for 30 days from the date of the quotation. Otherwise, the prices stated in our Order Confirmation, including any legal sales taxes, shall be relevant. If additional goods and services are not included in the quotation, they will be charged separately.
2. Unless otherwise stated in our Order Confirmation, our prices are "Ex Works" excluding packaging, shipping and handling.
3. We reserve the right to modify our prices accordingly, if changes in the cost of goods sold occur after conclusion of the contract.
4. The application of discounts to listed prices, including Skonto, must be made separately in writing.
5. The legal provisions shall apply with respect to any delay in payment.
6. We are authorised to use payments to clear older debts, even if otherwise stated in the customer's Terms and Conditions. We will inform the customer when this is done. In the event that costs and interest had already been incurred, we shall be entitled to set-off the payment, first with the costs, then with the interest and finally with the principal.
1. Delivery dates, lead times, conditions and obligations for delivery and transport must be agreed to in writing.
2. We shall not be responsible for delivery delays due to Force Majeure or to events which may temporarily or permanently delay, complicate or make impossible the delivery of goods and services directly to us, or indirectly via our suppliers or their sub-suppliers.. Events may include, but are not limited to, strikes, lock-outs, governmental orders etc. We shall be entitled to postpone the delivery up to the entire duration of the delay plus an appropriate amount of time necessary to fulfill or complete the contract.
3. If a delay lasts more than four weeks, the customer shall be entitled to cancel that part of the contract which has not been fulfilled. The customer shall nevertheless not be entitled to any claim for damages.
4. We are entitled to execute partial deliveries of goods and services as deemed necessary.
5. The compliance of our delivery conditions and/or obligations is dependent on full compliance of the customer with respect to any his or her obligations.
6. In the event that a customer has delayed acceptance or compliance of his or her obligations or fulfillment of conditions with respect to the delivery contract, we shall be entitled to claim damages. Any and all risk of accidental deterioration or loss of the goods or services will pass completely to the customer. The customer’s liability begins with his or her failure to fulfill his or her obligations.
Unless otherwise agreed to in writing, emp Biotech delivers all goods Ex Works. The risk passes to the customer as soon as goods have been handed over to the person carrying out the transport and/or has left our building. In the event that delivery is delayed due to the customer's request, the risk shall pass to the customer when notice is given to the customer that the goods are ready for delivery.
1. Acceptance of a customer claim due to defective goods is made only with the requirement that the customer has duly fulfilled his/her duty on receipt of the goods to examine them thoroughly for defects and to promptly make complaint, according to the procedures of § 377 HGB [German Commercial Code].
2. Upon acceptance of a customer claim due to defective goods, we shall be entitled to choose between full replacement of goods to corrections of faultly goods. In the event of fault correction, we are obliged only to make all necessary expenditures for the removal of the defect, including defects of transport, travel, workmanship or materials.
3. In the event that both correction of the fault and replacement of goods fail, the customer is entitled to choose either to cancel the contract altogether or to request a reduction in price.
4. Our liability extends only in accordance with any and all legal provisions, insofar as the customer asserts a claim for damage which is based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. Insofar as we are not charged with intentional infringement of the contract, the liability for damage is limited to the replacement cost of the goods.
5. We shall be liable in accordance with the legal provisions, if we culpably violate an essential contractual obligation, in such a case however, the liability shall be limited to the replacement cost of the goods.
6. The liability due to culpable injury of life, body or health shall remain unaffected. This shall also apply to the mandatory liability in accordance with the Product Liability Law.
7. Insofar as not otherwise agreed to in writing, any and all liability shall be waived.
8. The time limit of liability is limited to six months starting from the date of the passing of risk with respect to claims based on defects.
9. Generally, only those product properties as listed or defined in the technical product description are considered to be measures of the quality of the goods. Public statements, recommendations or advertising of the manufacturer are not considered contractual qualities of the goods.
10. In the event that the customer is provided with a defective assembly instruction which prevents orderly assembly, we shall be obliged only to deliver a faultless assembly instruction.
1. Any further liability for damages other than those provided for in § 6 shall be excluded – regardless of the legal nature of the asserted claim. This shall, in particular, apply to claims for damage resulting from culpa in contrahendo, due to other breaches of obligations or due to claims in tort for the compensation of property damage in accordance with § 823 BGB [German Civil Code].
2. The limitation of customer's claims pursuant to para.(1) shall also apply, if the customer does not require damages but performance, and instead said performance asserts useless expenditure.
3. Insofar as the liability for damages vis-à-vis us is excluded or limited, this shall also apply with respect to the personal liability for damage of our employees, members of staff, co-operators, representatives and vicarious agents.
1. We reserve the title to the goods until all payments resulting from the business relationship with the customer have been received. If the customer breaches the contract, in particular, in the event of delay of payment, we shall be entitled to repossess the goods, withdraw from our contract obligations, and to utilize the goods. Any utilization revenues will be set-off with the customer's liabilities, less appropriate utilization costs.
2. Until the customer takes title to the goods, the customer is contractually obliged to treat the goods carefully with respect to handling, storage, and proper use. In particular, the customer shall be obliged to sufficiently insure the goods at their new value and at the customer's own expense against fire and water damage and theft.
3. In the event of a seizure of property or other interventions of third parties, the customer must immediately inform us in writing so that we can take legal action pursuant to § 771 ZPO [Civil Code of Procedure]. Insofar as the third party is not in a condition to reimburse us the judicial and extra-judicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the incurred loss.
4. The customer shall be entitled to resell the goods in an orderly business procedure, however, the customer already now assigns to us all claims, amounting to the final invoice amount (including VAT) of our claim, which accrue for the customer from the resale vis-à-vis the purchaser or third parties, regardless of whether the goods were resold with or without further processing. The customer shall remain entitled to collect this claim following the assignment. Our right to collect the claim ourselves shall remain unaffected. However, we undertake to refrain from collecting the claim as long as the customer meets payment obligations from the collected revenues, is not in delay of payment or, in particular, has not filed an application to open composition or insolvency proceedings, or cessation of payments is given. However, if this is the case, we can require that the customer informs us about the assigned claims and the respective debtors, provides all information necessary for the collection, hands over the necessary documents and informs the debtor (third party) about the assignment.
Unless otherwise agreed to in writing, we reserve the right to modify our products, their specifications and/or their respective production methods at any time.
If not otherwise explicitly agreed to in writing, any and all information provided to us in connection with orders shall not be considered as confidential. Nevertheless, emp Biotech will make every attempt to ensure the general confidentially of such information.
1. The laws of the Federal Republic of Germany shall apply to these business relationships and any and all legal relationships between the customer and us. The provisions of the UN Purchase Law shall not apply.
2. Insofar as the customer is a business person, a legal person, a public law entity or a special fund under pubic law, our commercial residence (Berlin) shall be the exclusive jurisdiction for any and all disputes arising directly or indirectly from this contractual relationship.
3. In the event that any provision of these Terms and Conditions or a provision within other agreements is or becomes invalid, this shall not affect the validity of the other provisions or agreements.