Senova Gesellschaft für Biowissenschaft und Technik mbH
General Terms and Conditions of Sale
(valid from August 15, 2021)
1.1 These terms and conditions of sale shall govern all expressions of intent and all legal declarations that refer to entering or executing any kind of sales or service agreement between Senova Gesellschaft für Biowissenschaft und Technik mbH (“SENOVA”) and its purchasers. Purchasers shall mean consumers as well as entrepreneurs.
1.2 These terms and conditions of sale will be incorporated (i) by an explicit agreement or, (ii) if such an explicit agreement is, due to the nature of sales or service agreement, difficult to enter in and the purchasers accepts these terms and conditions, by entering into the sales or service agreement. If the purchaser is an entrepreneur under sec. 14 German Civil Code (BGB) these terms and conditions of sale shall also govern all future transactions between the parties without any further incorporation agreement.
1.3 These terms and conditions apply on all deliveries and services which have been ordered on the validity of these terms and conditions.
1.4 Opposing terms and conditions of purchaser will only become valid if SENOVA accepts them expressly.
- Conclusion of Contracts
2.1 All public or published offers of SENOVA do not legally bind SENOVA. Offers made to individual purchasers will bind SENOVA for a period of 14-days from receipt of purchaser. Orders which come in later or which differ from the offer will only become valid if expressly confirmed by SENOVA.
2.2 Offers or orders made by purchaser will only become valid after SENOVA’s written confirmation
2.3 The legal binding provisions of contract are defined in SENOVA’s purchase order confirmation unless purchaser contradicts immediately.
2.4 SENOVA reserves all rights in all documents, such as calculations, drawings etc. left to purchaser in context with an offer. In the event that such an offer does not enter into a purchase order purchaser shall return all documents immediately to SENOVA.
3.1 All agreed prices are fix prices. Prices are ex works, exclusive of the respective statutory VAT and exclusive of costs for packaging, insurance and freight, except as otherwise expressly agreed upon.
3.2 Additional service which is not included in the sales price (e.g., amendments of specifications caused by purchaser) will be charged separately. Such an additional charge will be due and payable upon finishing the additional service.
3.3 SENOVA is entitled to charge the purchaser with provable cost increases arising in the meantime if the period between order and proper delivery exceeds four months. If such a cost increase charged to the purchasers exceeds 5 per cent of the agreed original price the purchaser is entitled to cancel his purchase order within one week from receiving the message about the surcharge, if the purchaser is a consumer under sec. 13 German Civil Code.
3.4 Unless otherwise agreed upon the agreed purchase price becomes due and payable within 14 days from issue of the invoice without any further note by SENOVA. The purchase price has to be paid by bank account transfer. The payment is duly executed when the remittance account is received by SENOVA’s bank. Any bank fees arising from the transfer have to be paid by purchaser.
3.5 Unless otherwise expressly defined by the purchasers all payments of the purchaser will be regarded as made to the elder claims of SENOVA at first. Sec. 367 of German Civil Code (BGB) shall, however, prevail.
3.6 In case of delay by purchaser’s payments SENOVA is entitled to collect due date interest in the amount of 5 per cent (if the purchaser is an entrepreneur: 9 per cent) above the respective base interest rate p. a. SENOVA reserves all rights to claim further damages for delay.
3.7 The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
- Reservation of Right of Modification
4.1 SENOVA is entitled to make its own choice between several products equal to the sold product until the product will be delivered at the purchaser.
4.2 SENOVA is entitled to deliver another product than the ordered product if (i) the delivered product is of similar quality and value and (ii) the purchaser will not be unreasonably interfered with such a switch.
- Delivery/Default of Delivery
5.1 Part-deliveries by SENOVA are hereby agreed upon. As far as such part-deliveries concern a separate position of purchaser’s order the part-deliveries shall be deemed separate delivery.
5.2 As long as the purchaser does not fulfil his committed or typically expected duty to cooperate the agreed delivery period shall be hampered. In this case SENOVA reserves its rights to collect additional costs.
5.3 SENOVA shall be released from its delivery obligations if (i) a supplier of SENOVA is not able to supply SENOVA or (ii) SENOVA cannot be supplied due to any kind of force majeure unless these circumstances have been entered prior to entering into the sale’s contract. If such circumstances occur SENOVA will inform the purchaser immediately and will repay any pre-payments to the purchaser; all further claims of the purchaser shall be excluded.
5.4 In the event that SENOVA does not meet the agreed date of delivery the purchaser has to grant a reasonable extension of 20 days at minimum. If SENOVA does not deliver within such an extension the purchaser may cancel the sale’s contract and may collect all his pre-payments. Any further claims against SENOVA shall be excluded unless intent or gross negligence have governed the delay.
5.5 In the event that SENOVA undertakes to organize the shipping of the goods SENOVA may select at its sole discretion the shipping contractor. To keep the time line SENOVA’s delivery to the shipping company is sufficient. The INCOTERMS 2020 shall apply.
- Passing of Risk
6.1 The risk of loss or damage to the goods passes to the purchaser upon dispatch unless a consumer business under sec. 474 German Civil Code (BGB) can be assumed.
6.2 In case of default in acceptance or other breach of duties to cooperate by the purchaser the risk of loss or damage to the goods passes to the purchaser when entering the default.
- Default in Acceptance
7.1 In case of default in acceptance or other breach of duties to cooperate by the purchaser SENOVA is, regardless of its surviving claims for purchase price, entitled to claim any resulting damage.
7.2 As a damage compensation SENOVA is, regardless of its surviving claims for purchase price, entitled to claim a lump-sum compensation of 20 per cent of the agreed purchase price unless the purchaser gives evidence that the damage of SENOVA is lower. Further damages are reserved in the event that SENOVA can state a damage exceeding the 20 per cent of the purchase price.
7.3 In case of default in acceptance SENOVA may claim 0.5 per cent per month up to a maximum of 15 per cent of the purchase price as a storage charge, at minimum however 40.00 EURO, unless the purchaser gives evidence that the damage of SENOVA is lower.
7.4 In the event stipulated under clause no. 7.3 SENOVA is, notwithstanding its right to collect its damages, entitled to cancel the purchase order in the event that (i) purchaser has stated in lieu of an oath under sec. 807 German Code of Civil Procedure (ZPO), or (ii) an insolvency procedure regarding purchaser has been applied for.
8.1 Principle of Warranty
The warranty of SENOVA shall be governed by the following terms exclusively.
8.2 Preconditions for Warranty
8.2.1 Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 German Commercial Code (HGB).
8.2.2 Unless expressly otherwise agreed the German Law and the German Standards (i.e., DIN standards) shall apply and prevail all next ranking standards
8.2.3 Drawings, pictures and reports about sizes and weights shall not be legally binding unless expressly agreed.
8.2.4 Purchaser is exclusively responsible that all regulations about safety, about checks and about user’s protection are fulfilled in the respective market countries. These matters do not cause any obligation for SENOVA for warranty.
8.3 Common Terms for warranty
8.3.1 In case of non-conformity of the product the purchaser is entitled, but also limited, to alternative performance in the form of remedy of the defect unless a consumer business under sec. 474 German Civil Code (BGB) can be assumed. In this case SENOVA may, at its sole discretion, select between repair or delivery of conforming goods. Both have to be completed within two weeks after receipt of purchaser’s written claim. If (i) such alternative performance has failed, or (ii) SENOVA refuses any kind of warranty, the purchaser is entitled to reduce the purchase price or to withdraw from the contract. If SENOVA spend spare parts or complete goods SENOVA becomes owner of the replaced parts and goods. Furthermore, the purchaser has to pay SENOVA reasonably for the period of use.
8.3.2 In case of remedy a defect the purchaser is obliged to keep the product ready to let the product be re-delivered to SENOVA.
8.3.3 Warranty claims arise upon purchaser’s receipt of the goods and shall be time-barred after (i) two years (aa) in the event that a consumer business under sec. 474 German Civil Code (BGB) can be assumed, or (bb) for all deliveries of products and spare parts if delivered inside the European Union, or (ii) one year for all other deliveries. In the event that a formal acceptance took place (or should have taken place) the periods mentioned before are beginning with such acceptance (or its refuse),
8.3.4 Deviant from clause no. 8.3.3 above the limitation period for used products shall be (i) one year from delivery in the event that a consumer business under sec. 474 German Civil Code (BGB) can be assumed, or (ii) six months from delivery for all other deliveries of used products.
8.4 Purchaser’s duties to cooperate
8.4.1 In case of perceptible damages the purchaser shall stop all kind of resale and/or processing immediately.
8.4.2 The purchaser has to inform SENOVA about perceptible damages immediately after receipt of the goods. In case of neglect such duty all kind of claims shall be excluded. Unless agreed upon purchaser has to give evidence, about the damage and about his duly information to SENOVA under this clause no. 8.4.2.
8.4.3 Perceptible damages of the packaging have to be mentioned on the shipment documents and to be announced within 48 hours to SENOVA by the purchaser. If the purchaser fails with these obligations his warranty claims will be forfeited.
8.4.4 The warranty of SENOVA does not cover those defects which occur after delivery by influences of weather or unreasonable treatment. interferences into the product by the purchaser himself or by other unauthorized persons shall be deemed unreasonable treatment under this clause. Furthermore, the warranty of SENOVA does not cover defects caused by use of unauthorized accessories unless SENOVA has released these accessories. Finally, SENOVA does not guarantee for compatibility with products of other suppliers; this particularly applies on delivered software. In each case SENOVA shall not cover any consequential losses or damages.
- Retention of Title
9.1 SENOVA retains title to the goods until receipt of all payments owed by the purchaser to SENOVA in full. These titles also apply for future orders. Any kind of resale, pledge or encumbrances shall be legally invalid unless SENOVA has given its prior consent by written note.
9.2 The purchaser may, however, resell goods subject to the above retention of title only in the course of his regular business without the consent of SENOVA. For this case, the purchaser hereby assigns and transfers all claims arising out of such resale to SENOVA.
9.3 In case of levy of execution purchaser has to inform SENOVA immediately to enable SENOVA to intervene against the such a levy of execution. The costs of such an intervention shall be borne by the purchaser.
9.4 The purchaser shall handle the goods with due care and on his own cost as long as SENOVA retains title to the goods.
9.5 SENOVA is entitled to assign its retention of title and its claim from sales and services (including the pre-assigned claims according to clause no. 9.2) to third parties.
9.6 The purchaser shall maintain suitable insurance for the goods covering damages by theft, by fire and by water on his own cost. In case of an event insured purchaser hereby assigns his claims against the insurance to SENOVA.
10.1 All kind of damage claims of the purchaser, regardless of the legal construction, shall be excluded unless
10.1.1 the damages arise from injuries of life, body or health if such damages have been caused by intent or negligence of SENOVA or by agents or assistants in performance of SENOVA, or
10.1.2 the damages have been caused by intent or gross negligence of SENOVA or by agents or assistants in performance of SENOVA, or
10.1.3 the damages have been caused by intent or gross negligence of SENOVA or by agents or assistants in performance of SENOVA regarding the breach of a main obligation of SENOVA out of the contract.
10.2 If SENOVA is liable under these terms the liability shall be limited to those damages that typically occur. As far as the liability of SENOVA is excluded under these terms the exclusion shall also be valid on behalf of directors, employees, agents and assistants in performance of SENOVA. In the event that the purchaserdoes not claim for his damages, but for the expenses he made by trust in the sales and service performance of SENOVA, such expenses will be reimbursed in a reasonable volume.
- Place of Performance/Applicable Law/Jurisdiction
11.1 Place of performance shall be SENOVA’s location in Weimar/Germany. All legal regulations about the risk of loss or damage to the goods passes to the purchaser in the event that a consumer business under sec. 474 German Civil Code (BGB) can be assumed shall prevail.
11.2 Independent of purchaser’s nationality and residence this contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods) unless consumer protection regulations under domestic law of purchaser are in favour of purchaser under Article 6 EU-VO 593/2008. All kind of UN regulations shall be non-applicable.
11.3 If purchaser is a salesman (Kaufmann) under German Commercial Law (HGB) exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Leipzig/Germany.
- Data Protection
SENOVA will make use from all personal data of purchaser, such as name, address, phone number, for delivery and service purposes only. Any disclosure of these personal data towards third parties shall only happen under purchaser’s express consent.
13.1 It is acknowledged and agreed that SENOVA shall remain the sole legal owner of all drawings, pictures and delivered software. SENOVA grants, however, to the purchaser a non-exclusive worldwide license which only may be transferred when transferring the product itself. The purchaser may take copies only for his own security.
13.2 The purchaser shall prevent all kind of unauthorized access of third parties to drawings, pictures and delivered software. The purchaser shall SENOVA hold harmless in the event that he failed in preventing such access.
13.3 SENOVA warrants to the purchaser that the purchaser may use the product for the agreed or any usual purpose free of any rights or titles of third parties. If any third party will arise such rights or titles purchaser shall inform SENOVA immediately to keep its rights under this sec. 13.3. For the procedure of warranty sec. 8 shall apply accordingly.
13.4 All kind of claims against SENOVA (particularly warranty clams) shall be excluded (i) as far as they base on any directions (particularly on drawings or design constructions) of the purchaser, or (ii) if the purchaser will use the product for another than the agreed or the usual purpose.
Unless expressly otherwise agreed the order placed by the purchaser including the technical specifications shall be deemed non-confidential. Therefore, SENOVA shall be entitled to use the purchase order for reference towards other potential purchasers.
- Amendments/Written Note
Additional terms and conditions, supplementing or amending these terms and conditions have to be agreed by written note. This request of written note can only be amended by written note.
- Collision Clauses
16.1 Differing or contrary terms of purchaser shall not apply except if expressly agreed by SENOVA upon in writing.
16.2 In the event that differing terms cause the application of optional legal rules sec. 9.1 shall remain valid in each case.