Terms of Service
service of CONGEN Biotechnologie GmbH
The following terms and conditions exclusively apply to all our offers and services and form an essential part of the contract. Deviating and additional agreements are only binding if we have confirmed them in writing. Silence on our part does not constitute consent. By the tacit acceptance of our general terms and conditions, the Client recognises our our terms and conditions and relinquishes his/her own.
2. Order acceptance
Our offers are not binding. A contract is effective only with a written confirmation of the order by us. Changes to the contract must be confirmed in writing.
3. Prices and payment terms and conditions
The prices are given in euros unless a different currency is agreed. We also invoice value added tax at the applicable statutory amount. We reserve the right, at the time the order is placed, to invoice up to 25% of the confirmed costs. This amount becomes due without deduction immediately on receipt of the order confirmation.
We are entitled to demand instalment payments from the Client according to the work performed. Instalment payments and the final invoice become due without deductions immediately on receipt. If the customer falls into arrears, we reserve the right to collect overdue fines. The right to claim further damages remains unaffected.
4. Obligations of the Client at the time of delivery of samples
The Client is responsible for the proper delivery of the samples sent for analysis. The condition of the samples must be such that the performance of the order is immediately possible. If, for the above-mentioned reasons, the performance of the order is not possible or is extremely difficult, the Client bears the resulting costs.
Samples submitted by the Client or samples obtained by us become our property insofar as they are necessary for performance of the order. Samples delivered by the Client are homogenised and representative subsamples are taken for the examination.
A retention sample of the homogenised sample is stored for at least two months. If the Client wishes non-homogenised samples to be retained, he/she must request this in writing. Samples which are not needed may be returned to the Client or disposed of. The Client bears the resulting costs.
Delivery dates and delivery periods are only binding if we explicitly confirm these in writing. Delivery periods commence on the day of confirmation of receipt of the sample in the laboratory, but not, however, before the samples are of the required quality.
Unforeseen events, such as force majeure, delivery or transport delays or industrial disputes release us from the duty to make timely delivery for their duration to the extent we are not responsible for such events. Delivery periods are extended by the duration of the disruption. If the disruption lasts for more than six months, either party may rescind the agreement. The Client has no claim to damages in this regard.
7. Transfer of risk
Unless otherwise stated in the order confirmation, delivery ex works is agreed upon.
The Client must inspect the delivered goods immediately upon receipt and promptly notify us of any defects in writing no later than one month after delivery or acceptance. Notification of hidden defects must be made immediately after discovery.
We will address any defects in the delivered goods according to our own choice by rectification or replacement delivery. If we are unable to rectify defects or redeliver within a reasonable time, the Buyer is entitled to withdraw from the contract or demand a reduction in the purchase price. Any further claims, in particular for loss of earnings, are excluded, unless otherwise specified in these terms and conditions.
9. Warranty for expert opinion and analyses
We process orders according to the state of the art and on the basis of the latest scientific findings or the standard that explicitly relates to the respective order. It is not possible to assume liability for a successful outcome. Insofar as subcontracts have been awarded, this also applies to subcontractors.
Objections to the test result are permitted within a period of one month from receipt by the Client. If a Client raises objections to our test result, the result is checked. We are entitled to have this test performed by third parties. On confirmation of the disputed result, the Client is liable for the costs of the retest. The test is otherwise amended free of charge.
The retest can only be performed if the condition of the sample or the goods being sampled are such that such a review is possible. We are only liable for damage demonstrably caused wilfully or as a result of gross negligence. The liability is limited to the rectification of damage which has been directly caused by acts or omissions in connection with the fulfilment of the order. It is limited to the amount of the order value.
The Client is obligated to indemnify us against any third party claims for damages in the case of restricted or unrestricted use of expert opinion, test certificates or reports. Claims of the Client due to improper performance of the order and claims for damages lapse after 6 months.
Any additional liability for damages beyond that stated in Sections VII and IX, regardless of the legal nature of the claims made, is excluded. The provision does not apply to claims under the German Product Liability Act (Produkthaftungsgesetz) or claims asserted due to the absence of assured properties, insofar the assured property was specifically intended to protect the Buyer against the incurred damage.
11. Retention of title
All goods supplied by us remain our property until full payment of the purchase price, including incidental costs. For the duration of the retention of title, the Buyer is not entitled to pledge the delivered goods as security or to transfer ownership of the goods by way of security. Should the Buyer, through combination with a movable property, through restructuring or processing, become owner of the goods, he/she thus transfers ownership of the resulting goods to us, subject to divergent agreements to secure the said claims, under simultaneous agreement that the Buyer shall hold these goods in custody for us free of charge.
The Buyer is entitled to sell the goods or the product manufactured therefrom as part of normal business operations. As a precaution, the claims against third parties arising from the resale of the goods are assigned to us in the amount of the original invoice amount. A separate agreement for each transaction is not necessary. As long as the Buyer fulfils his/her payment obligations to us, he/she is authorised to assert claims on our behalf.
However, we are entitled on request to inform and instruct the named third party in respect of the transfer of claim. In the event of default of payment, we are entitled to reclaim and otherwise dispose of the delivered goods on the basis of retention of title. In case of doubt, the exercise of this right does not constitute withdrawal from the contract. After payment has been made, the Buyer is provided with a new delivery date. If the value of the collateral exceeds the outstanding invoices by more than 20%, we will release the surplus amount at the request of the Buyer.
We reserve property rights and copyright to all representations, drawings, calculations and other documents. They may only be made available to third parties with our prior written consent.
In the case of expert opinion provided in accordance with the terms of the order, including parts thereof, the Client must obtain the written permission of the Contractor prior to disclosure to third parties or modifications to the text.
We undertake not to disclose, reproduce or utilise expert opinion, parts thereof, facts or documents in connection with the order without authorisation. The obligation to maintain confidentiality applies to all facts that are not common knowledge for the duration of the contractual relationship.
14. Place of jurisdiction, application of German law
The place of jurisdiction and place of performance for all disputes is Berlin, insofar as the contract was concluded with a registered trader, a legal entity under public law or a special asset under public law. This also applies if the Customer has no general place of jurisdiction in Germany or one party, after conclusion of the contract, has moved his/her usual place of residence outside the jurisdiction of the German Code of Civil Procedure. We are, however, also entitled to initiate proceedings against the customer in any other legal place of jurisdiction.
15. Partial invalidity
Should one or more of the provisions of these General Terms and Conditions or other parts of the contract be invalid, the remaining provisions remain unaffected. The respective invalid provision is replaced by a provision which corresponds to or is similar to the invalid provision in its economic outcome.