Status: November 2007
General remarks
All quotations, offers, sales and deliveries by ScheBo® • Biotech AG (also referred to in this document as “the seller” or “we”) shall be exclusively based on these terms and conditions, which form a part of all contracts concluded with our customers. Any alternative terms and conditions proposed by the customer shall not apply without our express written consent.
Quotations – Offers
All our quotations and offers for sale are subject to change without notice. Contracts shall not be deemed to be legally binding until our written order confirmation or delivery of the products.
Prices
Prices and terms shall be based on those in effect when the order was placed. Unless otherwise specified, all prices are quoted in Euro (€). The relevant Value Added Tax (VAT) valid on the invoice date will be quoted separately if applicable. International shipping costs shall be borne by the buyer and will appear separately on the invoice.
Terms of delivery – default on delivery
All deliveries shall be based exclusively on our terms. We will deliver at our earliest convenience and shall also be entitled to make part deliveries. Delivery dates are not binding deadlines unless explicitly recognized in writing by the seller. If we fail to meet the agreed delivery date the buyer shall grant a reasonable extension and only after its expiry is the buyer entitled to cancel the contract. Claims for damages are excluded except in the case of gross negligence and bad intent. The seller shall be released from his delivery obligations where the buyer has not fulfilled his payment obligations. Force majeure, company shutdowns, labor disputes or other impediments which are outside the seller′s responsibility which affect the seller or its suppliers shall release the seller from the contractual delivery obligations for the term of the disruption and the duration of its effects. There shall be no returns or exchanges of ordered and delivered merchandise. The delivery is considered to be fulfilled as soon as the seller hands over the goods to the shipping carrier and all risk then passes from the seller to the buyer.
Shipping
The seller shall determine the packaging, manner and route of shipping. Any additional costs arising from special shipping instructions issued by the buyer shall be charged to him. Shipping damages are to be attested by the shipping carrier upon receipt by the buyer and are to be notified to the seller immediately. In case of default of acceptance by the buyer we have the right to rescind the contract and claim compensation of damages after a reasonable period of grace.
Terms of payment
In the absence of other specified terms our invoices shall be payable without deductions within 30 days from the invoice date. If the customer fails to pay within the payment deadline we shall be entitled to charge reminder fees and interest from the due date equal to 8% over the basic interest rate (as issued by the German Federal Bank) on the invoice amount without issuing a dunning notice. Bills of exchange are not accepted as means of payment. Cheques shall only be accepted pending full discharge of the debt. Any deductions and expenses resulting from the payment shall be charged to the customer. Payment in advance shall apply in particular cases specified by the seller. Breach of payment conditions shall entitle the seller to modify the delivery terms or to stop deliveries, respectively. The buyer shall not be authorized to withhold payments or to offset receivables. We do not accept any deductions unless formally authorised by us in advance.
Warranty and limited liability
The buyer has to implicitly respect any storage temperatures imprinted on our goods. In case of justified complaints concerning faults in the quantity or condition of the delivered goods or incorrect deliveries, the buyer has to inform us in writing immediately upon receipt of the goods. Latent defects shall be notified without undue delay after their discovery in writing. Returns of goods are subject to our formal approval and become our property again. In case of justified objections the seller shall decide, at his sole discretion, how to resolve the problem. Further claims of compensation, especially indirect or subsequential losses, shall be ruled out. The warranty period for our products is 6 months from the date of delivery. Warranty claims do not absolve the buyer from his payment obligations.
Resale
The goods delivered by us are solely for use by the buyer. Resales are strictly subject to our formal written approval and have to be effected without any changes to the original packaging.
Reservation of title
The goods delivered by us shall remain our property until complete payment of all claims has been received, including those of former deliveries. The goods subject to reservation of title may neither be pledged nor transferred as security. To secure our rights, any claims arising to our customer from resale or from other utilisation of the reserved merchandise to third parties shall already be transferred to us in the amounts charged to the third parties.
Governing law – official language – jurisdiction
Place of performance and payment shall be Giessen. Exclusive place of jurisdiction for all disputes shall be Giessen but we explicitly reserve the right to sue our client in any other competent court. These general conditions of sale and all legal relations between seller and buyer shall be governed solely by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not be applicable. If these general conditions of sale are disclosed to the customer in a language other than German, only the German text shall be decisive in case of translation/interpretation differences. Any translation into another language shall serve solely for the purpose of better understanding.
Confidentiality – data protection
All commercially necessary customer data are recorded electronically and are protected in accordance with the German data protection regulations.
Invalidity
Should individual provisions of these General Terms and Conditions of Sale be or become invalid, the validity of the remaining provisions shall not be affected.