1. General Provisions
For the sale of data gathered in contract analyses of customer samples and products of SEQLAB Sequence Laboratories Göttingen GmbH, the "General Terms of Business of SEQLAB Sequence Laboratories Göttingen GmbH" in their repective version valid at the time of contracting shall apply exclusively. They represent an essential element of the contract of sale. Any buyer's terms of business in conflict with or differing from the General Terms of Business of SEQLAB Sequence Laboratories Göttingen GmbH stated here shall not become part of the contract unless SEQLAB Sequence Laboratories Göttingen GmbH have explicitly confirmed their applicability in writing. The maintaining of silence shall not be construed as tacit agreement. This shall also apply in the event that SEQLAB Sequence Laboratories Göttingen GmbH, while having taken note of the existence of any buyer's terms of business in conflict with or differing from these General Terms of Business, provide services without declaring their reservation. The following General Terms of Business shall apply to corporate customers and consumers unless a differentiation is made in the relevant clause.
2. Offer and Contracting
The customer's order represents a binding offer which SEQLAB Sequence Laboratories Göttingen GmbH can accept within two weeks by confirming the order or by supplying data and products. Any previous offers made by SEQLAB Sequence Laboratories Göttingen GmbH are subject to change without notice. Minor deviations from the information we provide on dimensions, weights, composition and quality are reserved.
Unless a different currency has been agreed on, prices are in euros ex laboratory in Göttingen. The prices valid on the day of placement of order apply. Statutory value added tax is not included in our prices, it is made out separately according to the rate applicable by law on the day the invoice is issued. The costs for packaging and dispatch are to be covered by the buyer and are also made out separately in the invoice. In case of export deliveries, the additional customs duty as well as any fees and other public dues are made out separately. If the customer is a corporate customer, the agreed price applies. In the event that the price has increased by the moment of performance of the services due to changes in the market price or due to increase in the prices charged by the third parties involved in the provision of services, the higher price applies. If the latter is 20 % or more above the agreed price, the customer has the right to withdraw from the contract. This right must be asserted immediately upon notification of the increased price. If the customer is a consumer, price changes are permitted if the period between the moment of contracting and the transfer or dispatch of the products exceeds four months. In the event that after this moment until delivery, labour costs or material costs increase, we have the right to adjust the price in accordance with the cost increases. The customer shall have the right to withdraw from the contract only in the event that a price increase exceeds the increase in general costs of living between order placement and dispatch to a more than insignificant degree.
4. Payment Conditions
Invoices are to be settled immediately upon receipt. The customer is in default no later than 30 days after the due date. This applies to a customer who is a consumer only if notified explicitly of this legal effect in the invoice. The relevant date of payment is the date the payment is credited to the account of SEQLAB Sequence Laboratories Göttingen GmbH. In the event of default in payment or of part payments, SEQLAB Sequence Laboratories Göttingen GmbH reserves the right to charge default interest at the rate of 8 % above the base lending rate in case of corporate customers and of 5 % in case of consumers. In the event the buyer has any complaints, he shall not have the right to withhold due payment of invoices or to make deductions. The assertion of any rights of retention or compensation on the part of the customer is only possible in case of claims which are established absolutely and which are uncontested or acknowledged by us. If the customer is a corporate customer, he shall only have the right to exert his right of retention if his counterclaim is based on the same contractual relationship.
5. Delivery Terms
Delivery times are not binding unless SEQLAB Sequence Laboratories Göttingen GmbH has recognised them as binding in writing. Only the units listed by SEQLAB Sequence Laboratories Göttingen GmbH in their respective valid price lists are available. SEQLAB Sequence Laboratories Göttingen GmbH has the right to make partial deliveries. Each partial delivery may be charged separately. Any interruptions in services or delays such as force majeure, operations breakdowns or other obstructions not caused by SEQLAB Sequence Laboratories Göttingen GmbH, affecting them or their suppliers, relieve them from the obligation to deliver for the duration of the disruption or its effects. Any damage claims on the part of the contracting parties are excluded in such an event. All and any deliveries are ex laboratory in Göttingen, unless agreed otherwise. The manner of dispatch is determined by SEQLAB Sequence Laboratories Göttingen GmbH, unless the contracting parties have made separate agreements in writing pertaining to the form of dispatch.
6. Passing of Risk
All and any risks of loss of or damage to the products pass to the buyer from the moment of transfer of the consignment to the hauler, carrier or other third party intended to carry out dispatch. This also applies if partial deliveries are made or the seller has been commissioned to provide further services (e.g. dispatch or installation). In the event that dispatch is made impossible and SEQLAB Sequence Laboratories Göttingen GmbH are not at fault, the risk passes to the buyer once he has been notified that the consignment is ready for dispatch. In such an event, notification of readiness for dispatch is equivalent to dispatch. If requested by the customer, we cover the consignment with a transport insurance. The costs incurred for this are to be covered by the buyer.
7. Reservation of Title
SEQLAB Sequence Laboratories Göttingen GmbH reserve the title to all and any products and data from contract analyses of customer samples until complete payment of the purchase price on the part of the customer. If the customer is a corporate customer, this applies until he has settled all and any claims resulting from the business relationship with SEQLAB Sequence Laboratories Göttingen GmbH, even if the object of purchase (products or data from contract analyses of customer samples) has already been paid for. In case of consumers, we reserve the title to the object of purchase until complete payment of the purchase price. The customer must advise us immediately of any execution proceedings pertaining to the separate property as well as provide the documents required for intervention, this also applies to impairments of any other nature. Independent of this, the customer is obligated to inform the third parties in advance of the existing rights to the object of purchase. If the customer is a corporate customer, he shall bear our costs of an intervention in the event that the respective third party is unable to cover them. In the event that a corporate customer intends to resell / rent out the separate property, he shall transfer the claims resulting from any such business against his customers to us as security already at this point in time until our claims have been settled. In case the reserved property is reprocessed, transformed or combined with another object, we immediate ownership of the produced object. In the event that the value of the security provided exceeds our claims against the customer by more than 20 %, we are obligated upon the customer's request to release an appropriate portion of our choice of the securities we have a claim to.
8. Warranty and Liability
If the customer is a consumer, we are liable in case of defects in accordance with the legal provisions, unless any limitations to this are to be construed from the following. Any obvious faults are to be reported in writing to SEQLAB Sequence Laboratories Göttingen GmbH within 14 days after receipt of delivery. If a report is not filed within the aforementioned period, the warranty rights lapse. This does not apply if we have fraudulently concealed the fault or have assumed a warranty pertaining to the condition of the object. If the customer is a corporate customer, SEQLAB Sequence Laboratories Göttingen GmbH reserves the right to subsequent improvement in accordance with their quality control or redelivery. The right of complaint lapses in any case two months after handover of analysis results. If the customer is a consumer, the term of limitation for claims arising from defects is two years. The term begins at the moment of passing of risk. This does not apply in case of damage claims due to defects. For any damage claims due to defects, § 9 applies. If the customer is a corporate customer, the term of limitation is one year in all cases. This does not apply in case of damage claims due to defects. For any damage claims due to defects, § 9 applies.
9. Liability in Case of Damage
In case of consumers, our liability pertaining to nonfulfilment of contractual obligations as well as liability in tort and gross negligence is limited. This does not apply in the event of damage to the customer's life, body and health, of claims arising due to nonfulfilment of cardinal obligations and compensation for damage caused by default (§ 286 of German Civil Code). In this respect, we assume liability for all degrees of damage caused by intentional and negligent acts. Liability in case of nonfulfilment of cardinal obligations is limited to standard predictable damage. Pertaining to corporate customers, our liability concerning nonfulfilment of contractual obligations as well as liability in tort, gross negligence and compensation for typical damage is limited. This does not apply in the event of damage to the customer's life, body and health, of claims arising due to nonfulfilment of cardinal obligations and compensation for damage caused by default (§ 286 of German Civil Code). In this respect, we assume liability for all degrees of damage caused by intentional and negligent acts. Where damages are concerned which do not result from injury to a customer's life, body and health, we only assume liability for typically occurring damage.
Confidential information as intended in these provisions is all and any information provided to us by the contractual partner which is either indicated as confidential or whose confidential nature is obvious. Non-confidential information is information of a kind which is or becomes generally known or is in the public domain, which has already been provided to SEQLAB Sequence Laboratories Göttingen GmbH by third parties without any breach of a confidentiality obligation or which has been developed by us independently without any use of the contractual partner's confidential information. Confidential information is protected meticulously by SEQLAB Sequence Laboratories Göttingen GmbH and used only in connection with the contractual relationship. SEQLAB Sequence Laboratories Göttingen GmbH ensure that the confidential information is made available only to those members of staff and other service providers who for purposes of contract performance have been given the obligation to keep confidentiality in accordance with the standards of this contract. Beyond this, SEQLAB Sequence Laboratories Göttingen GmbH shall only be permitted to use confidential information in case there a justified interest on their part exists and, taking into consideration the situation of different interests, does not contradict their contractual partner's interest in keeping the information confidential. The confidentiality obligations are in force during the duration of this contract and for a period of four years after its termination.
11. Right of Withdrawal
We have the right to withdraw from the contract if despite a previously transacted purchase contract we do not receive the object of delivery on our part. We shall immediately inform a customer who is a consumer about the failed delivery to ourselves and in the event of withdrawal to immediately refund any remuneration already received. In case of corporate customers, we have the right to withdraw from the contract in the event of incorrect or delayed delivery to ourselves. We also have the right to withdraw from the contract in the event that the customer has filed an application to commence insolvency proceedings pertaining to his assets, has given a declaration in lieu of oath according to § 807 ZPO (German code of civil procedure) or if the insolvency proceedings pertaining to his assets have been commenced or commencement has been rejected due to lack of assets.
12. Place of Performance and Court of Jurisdiction
The place of performance for all delivery obligations as well as for payments is the place of business of SEQLAB Sequence Laboratories Göttingen GmbH in Göttingen. The court of jurisdiction in charge of all conflicts resulting directly or indirectly from the contractual relationship is Göttingen for both parties. Nevertheless, SEQLAB Sequence Laboratories Göttingen GmbH also has the right to bring action against the contractual partner before any other court of jurisdiction under provision of the reasons.
13. Final Provisions
For this contract, the laws of the Federal Republic of Germany are applicable. The application of UN Trade Law is excluded.