SCIPRIOS GmbH, Flößaustr. 24, 90763 Fürth, Germany
Valid from May 2024
General Terms and Conditions (GTC) of
SCIPRIOS GmbH
(hereinafter referred to as ‘SCIPRIOS’)
1. SCOPE OF APPLICATION
1.1 The General Terms and Conditions of Sale shall apply to the delivery of components, of devices delivered individually or together with software or software packages, of spare parts and of consumables (all hereinafter referred to as ‘Products’).
1.2 By accepting the offer or by ordering Products, the Customer agrees to these General Terms and Conditions of Sale and they become part of the contract. Deviating agreements must be made in writing and general terms and conditions of the Customer are only binding for SCIPRIOS if SCIPRIOS has expressly accepted them in writing.
2. OFFER AND ACCEPTANCE, CONFIDENTIALITY, RETURN OF DOCUMENTS
2.1 Unless otherwise agreed, an offer to purchase is valid for 30 days after receipt by the Customer.
2.2 All offer or project documents may neither be passed on to third parties nor copied unless SCIPRIOS GmbH gives its express written consent. Upon SCIPRIOS GmbH's request, the customer is obliged to return all offer and project documents if they are related to unaccepted offers.
2.3 The purchase contract is concluded by written acceptance of the offer or by separate order of products by the customer (also possible by e-mail). In the event of acceptance of the offer by telephone, SCIPRIOS GmbH shall confirm this acceptance in writing within five working days.
3. PRICES AND DELIVERY
3.1 The prices listed in the offers of SCIPRIOS GmbH do not include customs, shipping and insurance costs, unless otherwise stated. Value added tax is listed separately.
3.2 The prices quoted in the offers are based on the production costs at the time of the offer and may change if the production costs increase until the time of delivery, should the period between conclusion of the contract and delivery exceed 2 months.
3.3 SCIPRIOS GmbH shall arrange shipping and transport insurance at its own discretion; however, unless otherwise agreed or requested by the Customer, the costs thereof shall be borne by the Customer.
3.4 All products shall be delivered to the customer EXW SCIPRIOS GmbH warehouse (Incoterms, current version) ex SCIPRIOS GmbH works.
3.5 In cases of unforeseeable events beyond the control of both parties, such as force majeure, which make it impossible for SCIPRIOS GmbH to deliver on time and provided that SCIPRIOS GmbH is not responsible for the delay, agreed delivery dates shall not be binding on SCIPRIOS. If such events make it impossible for a supplier of SCIPRIOS to supply SCIPRIOS with parts or material on time and if neither the supplier nor SCIPRIOS GmbH is responsible for the delay in delivery, agreed delivery dates shall be extended within reasonable limits.
3.6 Delivery shall be deemed to have been made in due time if SCIPRIOS GmbH has dispatched the product to the customer on the agreed delivery date at the latest; without taking into account any installation, functional or performance tests to be carried out, unless otherwise agreed in writing between SCIPRIOS GmbH and the customer.
4. SOFTWARE LICENCE AND RESTRICTIONS
4.1 Subject to the Customer's payment of the price set out in the Offer, SCIPRIOS GmbH grants the Customer a non-exclusive licence to use the SCIPRIOS GmbH Software set out in the Offer and all related documentation provided by SCIPRIOS GmbH (the ‘Documentation’, together with the Software referred to as the ‘Software Products’) solely for the purpose set out in the Documentation.
4.2 The Customer shall not:
(a) reverse assemble, decompile or otherwise reverse engineer, reconstruct or decipher the source code or underlying ideas or algorithms of the Software; (b) make available, rent, lease, loan, use for timesharing or service bureau purposes or otherwise use or permit the use of the Software Products for the benefit of any third party; (c) reproduce, modify, incorporate into or merge with other software or create derivative works of any part of the Software Products. Notwithstanding the above, the Customer may make one (1) copy of the Software Products for backup purposes only, provided that the Customer also reproduces the copyright and other proprietary notices on such copy.
4.3 The Software, including all related updates, modifications and enhancements, and all documentation provided by SCIPRIOS shall at all times remain the sole and exclusive property of SCIPRIOS. In addition, the relationship between SCIPRIOS and the Customer shall be that SCIPRIOS is the sole owner of any inventions, discoveries, processes, methods, techniques, know-how, derivations, improvements and enhancements resulting from or relating to the Software.
4.4 The Customer agrees that SCIPRIOS considers the Software Products to be proprietary and confidential information of SCIPRIOS. The Customer agrees to keep the Software Products confidential and, except for its right to make one (1) copy of the Software Products, not to publish, otherwise duplicate or directly or indirectly reproduce the Software Products in whole or in part.
5. TRANSFER OF RISKS
The risk of accidental damage and/or destruction of Products shall pass to the Customer upon shipment ex works and/or ex warehouse of SCIPRIOS. In the event of late despatch, for which the Customer is responsible, the risk shall pass to the Customer at the time the goods are ready for despatch.
6 PAYMENT
The purchase price is due for payment within thirty (30) days of the invoice date. After expiry of this payment period of thirty days, default interest of eight per cent p.a. above the base interest rate applicable at the time in accordance with § 247 BGB shall be payable. The Customer shall have no right of set-off unless his claim has been expressly recognised in writing by SCIPRIOS or the claim is undisputed or final and absolute. The Customer shall not have the right to assign claims to third parties without the written consent of SCIPRIOS. § Section 354a HGB remains unaffected.
7. RETENTION OF TITLE
SCIPRIOS retains full title to all Products delivered to the Customer as long as the Customer has not fully met its payment obligations in connection with the delivery of the respective Products. As long as this retention of title exists, the Customer may not sell, pledge, mortgage, use as security or otherwise dispose of the relevant Products. The Customer authorises SCIPRIOS to make any necessary registrations or filings with the competent authorities that may result in such retention of title.
8. VALIDATION: INSTALLATION TEST
8.1 Depending on the type of Products delivered and upon agreement between the Parties, SCIPRIOS may perform an installation test at the Customer's premises. Installation test means a test carried out at the time of installation to verify that all aspects of the installation fulfil the manufacturer's specifications.
8.2 The customer shall sign a test report confirming that the installation test has been carried out. This protocol shall be deemed to be the customer's acceptance of fulfilment (‘acceptance’).
9. ORDER CANCELLATION
Cancellation of the order by the buyer is only possible with written confirmation from the seller. In the event of order cancellation, a cancellation fee of 35% of the total net price shall be due for series products. In the case of custom-made products not listed in the catalogue, 50% of the total net price or the actual costs incurred up to that point plus 25%, whichever is greater, shall be due. The seller may cancel an order at any time without a cancellation fee or any other obligation for payment or compensation if the production or delivery of goods is not possible for any reason whatsoever.
10. WARRANTY
10.1 SCIPRIOS warrants that the Products are free from defects and comply with the specifications agreed between the parties.
10.2 SCIPRIOS shall not be liable for defects for which it is not responsible, in particular for defects resulting from the following behaviour of the Customer: unauthorised or improper use, non-observance of the operating instructions, modification of the Products, incorrect commissioning, incorrect handling, incorrect installation, use of unsuitable accessories or unsuitable spare parts (including software, devices or reagents) and improperly carried out repairs.
SCIPRIOS shall not be liable for normal wear and tear. Furthermore, SCIPRIOS shall not be liable if the products or parts of the products are used together with instruments or software not supplied by SCIPRIOS. SCIPRIOS does not warrant that the use of the Software will be uninterrupted or error-free.
10.3 The warranty period (limitation period) shall be 12 (twelve) months and shall commence upon receipt of the Products by the Customer. If an installation test is carried out by SCIPRIOS, the period shall also be 12 (twelve) months and shall commence on the date of acceptance (as defined in Article 8). For claims for reasons other than defects of the Products and with regard to the Customer's rights in case of fraudulently concealed or intentionally caused defects, the statutory limitation periods shall apply.
10.4 The Customer shall inspect the Products for defects immediately upon receipt and shall notify SCIPRIOS in writing of any obvious defects within ten (10) days of receipt of the Product. Hidden defects must be reported to SCIPRIOS immediately after their discovery. If the Customer fails to notify SCIPRIOS of obvious or discovered hidden defects, warranty claims with respect to such defects shall be excluded.
10.5 SCIPRIOS may either remedy an existing defect or replace the defective Product. In the event that (i) such remedy fails or that (ii) the replacement delivery is also defective or that (iii) the replacement delivery does not take place within a reasonable period of time granted by the Customer or that (iv) the subsequent fulfilment is not reasonable for the Customer or that (v) SCIPRIOS refuses the subsequent fulfilment pursuant to § 439 (3) BGB, the Customer has the right to either (i) claim a corresponding reduction of the purchase price or withdraw from the contract and return the Products and (ii) claim damages in accordance with Article 11 below or to demand reimbursement of its futile expenses. In the event of defects that do not impair the functionality of the product for the intended purpose, the customer shall not be entitled to withdraw from the purchase contract.
10.6 Limited subsequent fulfilment obligations for Products not maintained by SCIPRIOS: If SCIPRIOS does not carry out an installation check and if the Products are not serviced by SCIPRIOS, the Customer's claim for subsequent performance shall be limited to free delivery of the spare parts necessary to repair the defective Products.
11. LIMITATION OF LIABILITY
11.1 Subject to the provisions of Article 10.2, SCIPRIOS' statutory liability for damages shall be limited as follows: (i) for damages caused by the slightly negligent breach of material contractual obligations, SCIPRIOS shall only be liable for damages typically foreseeable at the time of the conclusion of the contract; (ii) for damages resulting from the slightly negligent breach of non-essential contractual obligations, SCIPRIOS shall not be liable.
11.2 The limitation of liability set out above shall not apply in cases of mandatory statutory liability (in particular in cases of product liability), in cases of liability based on a guarantee expressly assumed by SCIPRIOS and in cases of culpably caused bodily injury.
11.3 The Customer shall take all reasonable measures to avert damage and minimise the amount of damage.
12. INTENDED USE AND LIABILITY OF THE CUSTOMER
12.1 To the extent required by applicable law governing the use of the Products, the Products may only be operated or used in accordance with the purposes, specifications and areas of application (‘Intended Use’). Use of the Products in the medical field is not permitted. SCIPRIOS accepts no liability towards the customer and does not guarantee any legal or regulatory conformity with regard to products that are operated or used contrary to their intended purpose and/or are modified and/or combined with other products/components.
12.2 In cases in which the Customer operates or uses the Products contrary to their intended purpose and/or modifies and/or combines them with other products/components, the Customer shall be obliged to indemnify SCIPRIOS against claims of third parties, including official requests, insofar as such claims are the consequence of the fact that the Customer has intentionally or negligently operated or used the Products contrary to their intended purpose, modified them or combined them with other products/components, but only if and insofar as SCIPRIOS itself is not liable to third parties. This shall also apply if the Customer has resold products that have been modified or combined contrary to their intended purpose to third parties.
13. PLACE OF JURISDICTION AND APPLICABLE LAW
13.1 The exclusive place of jurisdiction for all legal disputes arising from or in connection with these contractual relationships between the parties shall be Erlangen.
13.2 With the exception of the United Nations Convention on Contracts for the International Sale of Goods, which is excluded, German law shall apply.
14. MISCELLANEOUS/FINAL PROVISIONS
If any provision of these General Conditions of Sale or any other contractual agreement between the parties relating to these General Conditions of Sale is or becomes invalid, the remaining provisions shall remain unaffected and the parties shall use reasonable endeavours to reach an agreement which results in the replacement of the invalid provision by a valid provision which comes as close as possible to the purpose of the invalid provision and the intention of the parties with regard to the relevant provision.