Senova Gesellschaft für Biowissenschaft und Technik mbH
As of Jan. 1, 2011
§ 1 Scope of agreement
(1) These terms and conditions apply exclusively to companies, legal entities under public law or public special fund within the meaning of § 310 paragraph 1 BGB. Opposing or deviating from our terms and conditions of the customer are only acknowledged if we expressly agree in writing to the application.
(2) These terms and conditions also apply to all future transactions with the customer if it is related to legal transactions. They apply to all offers, deliveries and services of SENOVA.
§ 2 Offer and conclusion of contract
Deals of SENOVA are subject to change. A contract is only concluded with the confirmation of the order by SENOVA.
SENOVA reserves the ownership and exploitation rights to all offer documents unrestricted. These documents may be made ??available for third parties only with the prior written consent of SENOVA.
Orders can be accepted by SENOVA within two weeks.
§ 3 Submitted documents
We reserve title and copyright unrestrictedly at all documentation related to the contract such as calculations and drawings left to the customer. These documents may not be made ??available to third parties, unless we give the customer our written consent. If we do not accept the offer within the time limit of § 2, these documents must be returned to us immediately.
§ 4 Prices and payment
(1) Unless otherwise agreed in writing, our prices shall apply including packaging and plus VAT and transportation at the applicable rate.
(2) Payments are due upon delivery. If the purchaser causes a delay in delivery, then the due date is the date of dispatch.
(3) Subject to withdrawal of credital approval, invoices are payable within 30 days of date of invoice without deductions, unless otherwise agreed.
(4) The payment of the purchase price must be made as stated in our invoice. Cash discount is allowed only with special written agreement.
(5) If the purchaser fails to make payments when due, SENOVA is entitled to withhold all deliveries without prejudice to other rights and to charge interest at the rate of 8% above the base rate according to § 247 I BGB.
(6) If a fixed price agreement was made, reasonable price changes shall remain reserved due to changes in labor, material and distribution costs for deliveries taking effect 2 months or more after the conclusion of the contract.
§ 5 Offset and right of retention
The Purchaser shall have no right to make offset except in respect of the purchaser’s counterclaims that have been established at law and are undisputed. To take his right of retention, the purchaser is entitled only insofar as his counterclaim is based on the same contractual relationship.
§ 6 Delivery and performance deadlines
(1) Delivery and performance dates are not binding, unless they are designated as binding in writing. SENOVA is also entitled to partial and / or premature delivery.
(2) Delivery observance requires that all necessary permits, releases, documents to be delivered by the purchaser, deliverables payments and other obligations of the buyer are met on time.
Delivery dates are regarded as kept, if has left the warehouse SENOVA up to their end of the delivery item, or the purchaser of the shipment has been notified.
(3) If non-compliance with a binding delivery date is demonstrably due to force majeure, labor disputes, unforeseen obstacles or other circumstances beyond the control of Senova, the delivery date will be postponed appropriate.
(4) If a delivery date is not designated binding in writing, SENOVA shall be in default only after receipt of a request in writing which should take place at the earliest one month after expiration of the delivery time.
(5) If Senova fails to follow delivery dates which are confirmed as binding or on failure to observe the set deadline (see 4), the purchaser has the right to set a reasonable period of grace of at least two weeks in writing with the declaration that he will resign from contract. Only after this appropriate grace period has expired, and only if Senova is responsible for delay, the purchaser may resign from the contract regarding the receivables which are overdue.
(6) If the customer defaults on acceptance or culpably violates other cooperation obligations, Senova is entitled to demand compensation for damages incurred by the company, including any additional expenses. Further claims are reserved. Where the above conditions are met, the risk of accidental loss or accidental deterioration of the goods passes to the purchaser at the time in which it is in default of acceptance or payment.
§ 7 Transfer of risk on dispatching
If the goods are shipped at purchaser’s request, the risk of accidental loss or accidental deterioration of the goods is passed to the purchaser at the latest when leaving the factory / warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.
§ 8 Retention of title
(1) We retain title to the delivered goods until full payment of all claims from the contract. This also applies to all future deliveries, even if we do not always refer to this. We are entitled to take back the goods if the buyer breaches the contract.
(2) The customer is obliged to treat the goods with care, as long as the property has not yet passed to him. If maintenance and inspection work is carried out, the purchaser shall execute them at his own expense. As long as ownership has not been transferred, the purchaser must inform us immediately in writing in case of seizure or other interference by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer is liable for the loss incurred.
(3) In case of breach of duty of the buyer, especially for late payment or forfeiture of assets, Senova is entitled to rescind the contract.
§ 9 Warranty and defects
(1) Warranty rights of the customer assume that his obligation of inspection and complaint is properly fulfilled according to § 377 HGB.
(2) Warranty claims shall expire 12 months after delivery of the goods supplied by Senova to the customer. Before returning any product, our consent must be obtained.
(3) If, despite all due care, the delivered goods have a defect that already existed at the time of transfer of risk, we will ship the goods, subject to timely notice of defect at our option repair or replace the goods.
The opportunity to rectify has to be given to Senova within a reasonable time. Any remedial work carried out does not restart the limitation period.
(4) If subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
(5) The warranty does not apply to damage caused due to faulty or negligent handling, excessive strain, unsuitable equipment, or due to special external influences after the transfer of risk, which are not assumed under the contract. If improper repairs or modifications are made by the purchaser or third parties, there are no claims for this and the consequences resulting therefrom.
(6) Claims of the purchaser, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by Senova were subsequently transported to a place other than the adress of the purchaser, unless the transfer is in accordance with its intended use.
§ 10 Other
(1) This agreement and the legal relations of the parties are subject to the laws of the Federal Republic of Germany under exclusion of the UN Sales Convention (CISG).
(2) Place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless stated otherwise in the order confirmation.
(3) All agreements reached between the parties for the purpose of performing this contract are set forth in writing in this contract.
(4) If individual provisions of this contract should be or become invalid or contain a gap, the remaining provisions shall remain unaffected. The parties are obligated to replace the invalid provision with a legally valid provision which most closely approximates the economic purpose of the invalid provision, and fills this gap.