1. scope .
1.1 All deliveries and services provided by us – including future deliveries and services – shall be subject exclusively to our Terms and Conditions of Delivery and Payment set forth below. Conflicting or deviating conditions of the customer shall not become effective without our express prior written consent, even if we do not expressly object to them.
1.2 The terms and conditions of delivery and payment shall also apply to online orders of goods by entrepreneurs and legal entities under public law via our homepage. For a proper online order, therefore, the confirmation by the customer that the terms of delivery and payment are noted and accepted. For this purpose, the Customer may view the text of the Terms of Delivery and Payment on the homepage www.steinbrenner-laborsysteme.de/agb.html, download it from there and print it out. Upon request, we will be happy to send the terms of delivery and payment by mail, fax or email. This requires a request to the above contact address.
1.3 Our terms and conditions of delivery and payment shall only apply to entrepreneurs within the meaning of § 14 BGB.
2. field of application and use of our products .
2.1 Our products are intended exclusively for laboratory use. Unless explicitly guaranteed or confirmed by us in writing, they are not intended or tested for use in humans or for diagnostic purposes.
2.2 Any use deviating from the intended use in the laboratory shall be at the Purchaser’s own responsibility and liability, unless we have given our express written consent.
3. Offer, documents, conclusion of contract, confidentiality .
3.1 Our offers are non-binding offers for the conclusion of a contract within the meaning of § 145 BGB. A contract shall only be concluded if and when we confirm an order in writing. Our order confirmation shall be exclusively authoritative for the content and scope of the contract.
3.2 We retain all property rights and copyrights as well as other industrial property rights, e.g. according to UWG and/or design law, to cost estimates, illustrations, drawings and other documents. They are to be treated confidentially by the customer. The transfer to third parties requires our express prior written consent.
3.3 Changes to the technical design of the ordered goods by us are permissible insofar as this is reasonable for the purchaser taking into account our interests, in particular if the change does not result in any significant change in function.
3.4 We shall only assume a guarantee for the quality of an item delivered by us if we have expressly declared such guarantee in writing in our order confirmation.
4. Delivery time .
4.1 Delivery dates and delivery periods agreed with the Purchaser are subject to the proviso that we ourselves are supplied correctly and on time.
4.2 In the event of subsequent changes requested by the customer or in the event of obstacles to delivery for which we are not responsible, the delivery period shall be extended by the delay caused thereby.
5. Prices and terms of payment .
5.1 Our prices are ex warehouse Wiesenbach plus the statutory value added tax. The cost of insurance, shipping and customs duties will be charged separately to the purchaser. We reserve the right to change our prices appropriately if, after conclusion of the contract, costs are reduced or increased, in particular due to changes in the technical design as defined in sec. 3.3 or material price changes arise. We will provide evidence of these to the purchaser upon request.
5.2 Our invoices shall be due for payment without any deduction within 30 days after performance of the service. The statutory rules concerning the prerequisites and consequences of default in payment shall apply.
5.3 In the event of non-compliance with the terms of payment or in the event of circumstances which call into question the creditworthiness of the customer, we shall be entitled to prohibit the resale of the goods delivered under retention of title and to recover the goods immediately at the customer’s expense after we have withdrawn from the contract.
6. Transfer of risk - insurance .
6.1 Unless otherwise stated in the order confirmation, delivery “ex warehouse Wiesenbach” is agreed. The risk is thus transferred to the customer when the goods are handed over to the carrier or when they leave our warehouse; the earlier point in time is decisive. This also applies to the use of our means of transport or carriage paid delivery.
6.2 The Purchaser shall be obliged to adequately insure the goods for as long as our retention of title applies. Irrespective of this, we are entitled – but not obliged – to insure the goods for transport to the purchaser in Germany and to charge the purchaser for the costs incurred as a result.
7. Notice of defects, claims for defects, limitation period .
7.1 Claims of the Purchaser based on material defects and defects of title shall become statute-barred 12 months after delivery of the goods supplied by us to the Purchaser.
7.2 The Purchaser shall inspect the received goods for defects immediately upon receipt. The Purchaser shall give notice of defects in writing without undue delay after discovery of defects. For hidden defects, the same period shall apply from the time of discovery. Claims for defects not notified in due time shall be forfeited (§ 377 HGB).
7.3 In the event of immediate and justified notification of material defects within the meaning of Section 7.2, we shall, at our discretion, either remedy the defect (rectification of the defect) or deliver a replacement item free of defects. If we do not remedy the defect or supply a replacement within a reasonable period of time or after a maximum of two attempts, the customer shall be entitled to withdraw from the contract or demand a reduction in the purchase price. Withdrawal is excluded if there is only an insignificant defect.
7.4 Warranty claims shall not exist for defects arising after the passing of risk or as a result of unsuitable or improper use, faulty assembly or commissioning by the Purchaser or third parties, improper operation, natural wear and tear or improper maintenance. If the customer or a third party carries out improper repairs, we shall not be liable for the resulting consequences. The same shall apply to any modification of the delivery item made without our express prior written consent.
8. Retention of title .
8.1 Our deliveries shall always be made subject to retention of title. The goods remain our property until full payment of all claims arising from the business relationship with the purchaser. In the case of a current account, the reserved property shall serve as security for our balance claim.
8.2 Resale or making available to third parties is not permitted without our prior express written consent.
8.3 Components of the TipTower reusable system as well as other reusable packaging shall remain our property even after payment of deposit fees and may only be used for the purpose intended by us and not against our economic interest.
9. Force majeure - right of withdrawal .
If we are prevented from fulfilling our delivery obligation by events of force majeure or other circumstances beyond our control, or if the fulfillment of our obligations becomes unreasonable for us for such reasons, we shall be entitled to withdraw from the contract. Claims for damages by the purchaser due to our withdrawal and/or one of the events mentioned in sentence 1 are excluded. The right of withdrawal shall also exist if the customer was initially notified of an extension of the delivery period.
10. Limitation of liability .
10.1 In the event of injury to life, limb or health attributable to us, we shall be liable without limitation in accordance with the statutory provisions.
10.2 The following shall apply to other damage:
a) We shall be liable in accordance with the statutory provisions for damage caused by a grossly negligent breach of duty by us or by an intentional or grossly negligent breach of duty by our legal representatives or vicarious agents.
b) Insofar as we are not accused of any intentional breach of contract, liability for damages in the event of a breach of material contractual obligations by us shall be limited to the foreseeable, typically occurring damage.
c) Claims for damages for other damages in the event of a breach of statutory or contractual collateral duties or non-substantial contractual or statutory duties in the event of simple negligence are excluded.
d) Claims for damages arising from delay due to simple negligence shall be excluded; the statutory rights of the Purchaser after expiry of a reasonable grace period shall remain unaffected.
10.3 The exclusions or limitations of liability shall not apply if we have fraudulently concealed a defect or have given an express written guarantee for the quality of the item.
10.4 The Purchaser’s claim for reimbursement of futile expenses instead of damages in lieu of performance and liability under the Product Liability Act shall remain unaffected.
11. Prohibition of assignment .
Unless otherwise expressly agreed with the Purchaser in writing, the Purchaser shall not be entitled to transfer any rights under the contract to third parties without our express prior written consent.
12. Data protection .
12.1 Data of the Customer (in particular in online traffic) shall be collected, stored and processed to the extent necessary for the performance of a contract.
12.2 The password required for an online order may not be disclosed to third parties by the Customer without our express prior consent. The original password holder is liable for any orders placed with the password and any resulting claims by third parties without our express prior written consent to the disclosure of the password. This also applies in the event of negligent enabling of the use of the password by unauthorized third parties.
13 Applicable law, place of jurisdiction .
13.1 All legal relations between us and the Customer shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
13.2 The exclusive place of jurisdiction for all disputes between us and the Purchaser shall be Heidelberg. However, we are also entitled to sue the customer at his general place of jurisdiction.