--- title: GTC url: "https://www.sciprios.de/gtc/" date: 2024-05-14 modified: 2024-05-14 --- # GTC 1. [Home](https://www.sciprios.de/) 2. GTC General Terms and Conditions of Sale and Delivery of SCIPRIOS GmbH, Muggenhofer Strasse 141, 90429 Nuremberg, Germany (hereinafter ‘SCIPRIOS’). 1. Scope of application ----------------------- 1.1 These General Terms and Conditions (‘GTC’) 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 ‘Products’), and to related services such as installation, commissioning, training and after-sales service (‘Services’). 1.2 By accepting an offer or by ordering Products or Services, the Customer agrees to these GTC and they become part of the contract. Deviating agreements must be made in writing. General terms and conditions of the Customer are only binding on SCIPRIOS if SCIPRIOS has expressly accepted them in writing. 1.3 Specific terms stated in an offer of SCIPRIOS (e.g. payment terms, delivery time, scope of supply) take precedence over these GTC. 2. Offer, acceptance and confidentiality ---------------------------------------- 2.1 Unless otherwise agreed, an offer of SCIPRIOS is valid for 30 days after receipt by the Customer. 2.2 The purchase contract is concluded by written acceptance of the offer or by a separate order of Products by the Customer (e-mail is sufficient). If an offer is accepted by telephone, SCIPRIOS shall confirm the acceptance in writing within five working days. 2.3 The Customer shall quote the SCIPRIOS offer number when ordering. 2.4 Offer and project documents may neither be passed on to third parties nor copied without the express written consent of SCIPRIOS. At SCIPRIOS’ request, the Customer shall return all offer and project documents relating to offers that were not accepted. 3. Prices, packaging and shipping --------------------------------- 3.1 Prices in SCIPRIOS offers do not include customs duties, packaging, shipping or insurance costs unless otherwise stated. Value added tax is shown separately. 3.2 Packaging, shipping, installation and commissioning are listed as separate items in the offer. If these items are not included, they are not part of the scope of supply. 3.3 Prices are based on production costs at the time of the offer. If more than two months pass between conclusion of the contract and delivery, SCIPRIOS may adjust prices to reflect increases in production costs up to the time of delivery. 3.4 Where shipping is part of the order, SCIPRIOS shall arrange shipping and transport insurance at its own discretion. Unless otherwise agreed, the costs shall be borne by the Customer. 4. Delivery terms and delivery time ----------------------------------- 4.1 Unless otherwise agreed, all Products are delivered EXW (Incoterms 2020 or the current version) SCIPRIOS GmbH, Muggenhofer Strasse 141, Building 14, 3rd Floor (‘Auf AEG’), 90429 Nuremberg, Germany. 4.2 Delivery times stated in the offer are estimates. They begin upon receipt of the first payment and clarification of all commercial and technical details. 4.3 Delivery is deemed to be on time if SCIPRIOS has dispatched the Product, or notified the Customer that it is ready for dispatch, by the agreed delivery date at the latest. Installation, functional or performance tests are not taken into account unless otherwise agreed in writing. 4.4 If unforeseeable events beyond the control of both parties, such as force majeure, make timely delivery impossible and SCIPRIOS is not responsible for the delay, agreed delivery dates are not binding on SCIPRIOS. If such events prevent a supplier of SCIPRIOS from supplying parts or material on time, and neither the supplier nor SCIPRIOS is responsible for the delay, agreed delivery dates shall be extended within reasonable limits. 5. Software licence and restrictions ------------------------------------ 5.1 Subject to payment of the price set out in the offer, SCIPRIOS grants the Customer a non-exclusive licence to use the SCIPRIOS software set out in the offer and all related documentation provided by SCIPRIOS (‘Documentation’; together with the software, the ‘Software Products’) solely for the purpose set out in the Documentation. 5.2 The Customer shall not: - reverse assemble, decompile or otherwise reverse engineer, reconstruct or decipher the source code or the underlying ideas or algorithms of the software; - make available, rent, lease, lend, 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; - reproduce, modify, incorporate into or merge with other software, or create derivative works of any part of the Software Products. The Customer may make one (1) copy of the Software Products for backup purposes only, provided that the copyright and other proprietary notices are reproduced on that copy. 5.3 The software, including all updates, modifications and enhancements, and all Documentation shall at all times remain the sole and exclusive property of SCIPRIOS. SCIPRIOS is the sole owner of all inventions, discoveries, processes, methods, techniques, know-how, derivations, improvements and enhancements resulting from or relating to the software. 5.4 The Software Products are proprietary and confidential information of SCIPRIOS. Except for the backup copy under 5.2, the Customer shall keep them confidential and shall not publish, duplicate or reproduce them, directly or indirectly, in whole or in part. 6. Transfer of risk ------------------- The risk of accidental loss of, damage to or destruction of the Products passes to the Customer when they are made available ex works or ex warehouse of SCIPRIOS. If dispatch is delayed for reasons for which the Customer is responsible, the risk passes to the Customer when the goods are ready for dispatch. SCIPRIOS is not liable for transport damage occurring after delivery. 7. Payment ---------- 7.1 Unless otherwise stated in the offer, 100% of the purchase price is due upon order. 7.2 Where invoicing on other terms is agreed, invoices are payable within thirty (30) days of the invoice date without deduction. After this period, default interest of nine (9) percentage points above the base interest rate under § 247 BGB applies. 7.3 The Customer has no right of set-off unless its claim has been expressly recognised in writing by SCIPRIOS, is undisputed or has been finally established by a court. 7.4 The Customer may not assign claims against SCIPRIOS to third parties without the written consent of SCIPRIOS. § 354a HGB remains unaffected. 8. Retention of title --------------------- SCIPRIOS retains title to all Products delivered until the Customer has fully met its payment obligations for those Products. As long as the retention of title exists, the Customer may not sell, pledge, mortgage, use as security or otherwise dispose of the Products concerned. The Customer authorises SCIPRIOS to make any registrations or filings with the competent authorities that are necessary to secure the retention of title. 9. Installation, commissioning and acceptance --------------------------------------------- 9.1 Installation and commissioning are only part of the scope of supply if they are listed as items in the offer. SCIPRIOS is pleased to provide a separate quotation for these services on request. If the Customer carries out the installation itself, it bears all associated risks and costs. 9.2 If SCIPRIOS carries out the installation, the Customer is responsible for health, safety and environmental protection at its site in accordance with local laws and regulations. Before installation, the Customer shall prepare the site (including tables, fixtures, enclosures etc.) and provide personnel support during installation as requested. 9.3 Depending on the Products and as agreed between the parties, SCIPRIOS may perform an installation test at the Customer’s premises to verify that the installation meets the manufacturer’s specifications. The Customer shall sign a test report confirming that the installation test has been carried out. The signed report constitutes acceptance (‘Acceptance’). 9.4 Only where the contract is a contract for work and services (Werkvertrag): upon completion of the system and notification of readiness for acceptance, the Customer may declare acceptance at SCIPRIOS’ premises within one (1) week. If the Customer does not declare acceptance within this period and does not refuse it stating at least one defect, the internal acceptance report of SCIPRIOS is deemed to constitute acceptance in accordance with § 640 (2) BGB. 10. Order cancellation ---------------------- 10.1 The Customer may only cancel an order with the written confirmation of SCIPRIOS. 10.2 If an order is cancelled, a cancellation fee of 35% of the total net price is due for series products. For custom-made products not listed in the catalogue, the fee is 50% of the total net price or the actual costs incurred up to that point plus 25%, whichever is greater. The Customer may prove that SCIPRIOS incurred no loss or a significantly lower loss. 10.3 SCIPRIOS may cancel an order without a cancellation fee or any other obligation to pay compensation if production or delivery of the goods becomes impossible for reasons for which SCIPRIOS is not responsible. Any payments already made will be refunded. 11. Warranty ------------ 11.1 SCIPRIOS warrants that the Products are free from defects and comply with the specifications agreed between the parties. 11.2 Warranty period. The warranty period (limitation period) is twelve (12) months from the date of delivery. If SCIPRIOS carries out an installation test, the period begins on the date of Acceptance (Section 9). In any case, the warranty expires no later than eighteen (18) months after notification of readiness for delivery. The statutory limitation periods apply to claims for injury to life, body or health, to claims for intentional or grossly negligent breach of duty, to fraudulently concealed defects and to claims under the Product Liability Act. 11.3 Conditions for warranty coverage. The warranty applies only if the equipment is installed in accordance with the manufacturer’s installation instructions, operated according to the user manual, used only for its intended purpose as described in the product documentation, and maintained according to the maintenance instructions in the documentation. All service, repair or modification work must be carried out by SCIPRIOS, on site or remotely, or by service personnel authorised by SCIPRIOS. 11.4 Exclusions. SCIPRIOS is not liable for defects, damage or malfunctions resulting in particular from: - improper installation, commissioning, operation, handling or maintenance, or non-observance of the operating instructions; - operation outside the specified operating conditions; - misuse, negligence or accidental damage; - unauthorised modification, repair or alteration of the equipment; - integration with third-party instruments, software or equipment not supplied or approved by SCIPRIOS; - use of unsuitable or non-approved spare parts, accessories, consumables, software, devices or reagents; - external influences such as fire, water, excessive humidity, dust, vibration or electrical disturbances; - handling of or exposure to corrosive material; - normal wear and tear. This does not apply if the Customer proves that the defect was not caused by any of these circumstances. 11.5 Wear parts and consumables, including but not limited to grippers and pipetting module adapters, are excluded from the warranty unless a defect in materials or workmanship is proven. Customer-specific installations and components from subcontractors, such as gloveboxes, are subject to the warranty terms of the respective manufacturers. SCIPRIOS does not warrant that the use of the software will be uninterrupted or error-free. 11.6 Inspection and notification. The Customer shall inspect the Products for defects immediately upon receipt and notify SCIPRIOS in writing of any obvious defects within ten (10) days of receipt. Hidden defects must be reported to SCIPRIOS without undue delay after their discovery. If the Customer fails to give notice in time, warranty claims for such defects are excluded. SCIPRIOS may request diagnostic information, photographs, log files or other relevant data to evaluate a claim. 11.7 Remedy. During the warranty period, SCIPRIOS repairs or replaces defective components free of charge. SCIPRIOS decides on the appropriate corrective action, which may include remote diagnostics, on-site service, repair or replacement. If (i) the remedy fails, (ii) the replacement is also defective, (iii) the replacement is not delivered within a reasonable period set by the Customer, (iv) subsequent performance is unreasonable for the Customer, or (v) SCIPRIOS refuses subsequent performance under § 439 (4) BGB, the Customer may reduce the purchase price or withdraw from the contract and return the Products, and may claim damages in accordance with Section 13 or reimbursement of futile expenses. The Customer may not withdraw from the contract for defects that do not impair the functionality of the Product for its intended purpose. 11.8 If SCIPRIOS does not carry out an installation test and the Products are not serviced by SCIPRIOS, the Customer’s claim for subsequent performance is limited to the free delivery of the spare parts needed to repair the defective Products. 12. After-sales service and support ----------------------------------- 12.1 After the warranty period expires, a paid after-sales service phase begins. In this phase, spare parts, consumables, services, software updates and update plans are subject to charge and must be ordered via standard purchase orders. 12.2 SCIPRIOS ensures the availability of service and technical support for the delivered system for up to ten (10) years from the date of delivery. The availability of spare parts depends on continued production and supply by the respective manufacturers and suppliers. If components are discontinued, SCIPRIOS will make commercially reasonable efforts to provide suitable alternatives or solutions. 12.3 Remote service by telephone or video call is available during regular office hours. SCIPRIOS aims to respond to service requests within 24 hours and endeavours to resolve issues within 144 hours. These times are targets, not binding commitments. 12.4 Based on operational experience, system performance is very stable, so preventive and corrective maintenance by SCIPRIOS is generally not required. A customer maintenance plan is included in the system manual. 13. Limitation of liability --------------------------- 13.1 Subject to Section 11.4, SCIPRIOS’ statutory liability for damages is limited as follows: (i) for the slightly negligent breach of material contractual obligations, SCIPRIOS is liable only for damage that was typically foreseeable at the time the contract was concluded; (ii) for the slightly negligent breach of non-material contractual obligations, SCIPRIOS is not liable. 13.2 Within the limits of 13.1, SCIPRIOS is not liable for indirect or consequential damage, in particular loss of production, loss of data or loss of profit, unless such damage was typically foreseeable. 13.3 These limitations do not apply to mandatory statutory liability (in particular under the Product Liability Act), to liability for intent or gross negligence, to liability under a guarantee expressly given by SCIPRIOS, or to culpably caused injury to life, body or health. 13.4 The Customer shall take all reasonable measures to prevent and minimise damage. 14. Intended use, conformity and liability of the Customer ---------------------------------------------------------- 14.1 All delivered equipment complies with the applicable European Union directives and bears the CE marking. 14.2 To the extent required by the law applicable to their use, the Products may only be operated or used in accordance with their 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 gives no assurance of legal or regulatory conformity for Products that are operated or used contrary to their Intended Use, modified, or combined with other products or components. 14.3 If the Customer intentionally or negligently operates or uses the Products contrary to their Intended Use, modifies them or combines them with other products or components, the Customer shall indemnify SCIPRIOS against resulting third-party claims, including official requests, but only if and insofar as SCIPRIOS itself is not liable to third parties. This also applies if the Customer resells such modified or combined Products to third parties. 15. Place of jurisdiction, applicable law and final provisions -------------------------------------------------------------- 15.1 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship between the parties is Erlangen, Germany. 15.2 German law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). 15.3 If any provision of these GTC or of any other agreement between the parties relating to them is or becomes invalid, the remaining provisions remain unaffected. The parties shall use reasonable endeavours to replace the invalid provision with a valid one that comes as close as possible to its purpose and to the parties’ intention.