General Conditions of Sale and Delivery of c-LEcta GmbH

Article 1 - General

These general conditions of sale and delivery apply to all deliveries and services performed by c-LEcta GmbH vis-à-vis companies, legal persons under public law or special funds under public law. Divergent or additional terms and conditions of the ordering party are expressly rejected. They are only an integral part of the contract, if c-LEcta GmbH explicitly declares its agreement with their incorporation.

Article 2 - Tenders and Acceptance

(1) Tenders by c-LEcta GmbH are not binding and subject to confirmation. They are only a request for the ordering party to submit a contractual offer.

(2) The contract between c-LEcta GmbH and the ordering party takes effect when c-LEcta GmbH accepts the ordering party’s offer (contract or order) within two (2) weeks following receipt of the offer vis-à-vis the ordering party or if the ordering party receives the ordered goods within this period.

Article 3 - Price, Payment

(1) Unless stipulated expressly otherwise, the agreed prices are ex works, not including packaging, shipment, customs, taxes and insurance. The costs of packaging, shipment, customs, taxes and insurance are to be borne by the ordering party.

(2) The price to be paid in EURO is based on the currently applicable price list of c-LEcta GmbH, unless a different price or currency was agreed upon expressly. The price does not include the applicable statutory sales tax.

(3) The payment of c-LEcta GmbH is due and payable with the performance of the delivery or service and upon receipt of the invoice by the ordering party without a discount, unless agreed upon otherwise.

(4) Payment by means of bill of exchange and/or check shall be on account of payment and is accepted only if agreed upon expressly in advance. The occurring costs, such as discount charges, note charges or similar, are to be borne by the ordering party. If payments are made using a different currency than EURO, the payments are subject to the exchange rates that apply on the date of the invoice. Payments are deemed as made on the day on which c-LEcta GmbH has the invoiced amount at its disposal without any loss.

(5) If the ordering party’s ability to pay deteriorates in the period between the signing of the contract and delivery, or if c-LEcta GmbH becomes aware of the fact that there are justified reservations regarding the ordering party’s ability to pay, c-LEcta GmbH is entitled to

a) Demand payment prior to the agreed upon due date,

b) Hold back outstanding deliveries and services until receipt of full payment,

c) Demand payment prior to expiration of the contractual term in case of accepted bills of exchange.

(6) The ordering party is not entitled to offset any claims against the pecuniary claims of c-LEcta GmbH, unless its claims are finally recognized and undisputed. The ordering party is only entitled to a right of lien if its claim involves the same contractual relation.

Article 4 - Delivery Period

(1) c-LEcta GmbH shall fulfill its services within the agreed upon period.

(2) If the delivery of c-LEcta GmbH is delayed for reasons that are beyond the control of c-LEcta GmbH such as violence, illness, strike and similar, the delivery period is extended accordingly. This also applies if the subcontractors of c-LEcta GmbH experience such circumstances. The ordering party may not deduce any damage claims due to such circumstances.

Article 5 - Shipment, Passage of Risk, Insurance and Samples

(1) The goods are shipped and transported at the expense and risk of the ordering party.

(2) The risk passes over at the latest with the shipment of the goods to the ordering party, even if partial deliveries have been agreed upon. At the express request of the ordering party c-LEcta GmbH will insure the shipment against theft, breakage, transport damage, fire and water damage as well as other insurable risks.

(3) If the shipment is delayed due to circumstances that are within the control of the ordering party, the risk passes over to the ordering party on the day of readiness for shipment. c-LEcta GmbH is obligated, however, to effect the insurances requested by the ordering party at its request and expense.

(4) The ordering party is obligated to accept contractual goods. If the ordering party is in default with regard to the acceptance of the goods, c-LEcta GmbH is entitled, after setting a fourteen (14) day grace period, to withdraw from the contract and/or request damage compensation or to deliver comparable goods at the agreed upon conditions within a reasonable delivery period. Possible additional costs will be borne by the ordering party.

(5) The ordering party must promptly initiate a damage assessment with the forwarding agent in case of damage or loss of the goods. In the case of damage, c-LEcta GmbH must immediately provide a record regarding the transport damage.

(6) In case of provision of samples on part of c-LEcta GmbH to the ordering party, the ordering party is obligated to use the samples exclusively for internal evaluation purposes or test purposes. A commercial utilization or use is expressly excluded. In particular, the ordering party is not authorized to sell or pass on the samples to third parties.    

Article 6 - Retention of Ownership

(1) With the exception of the cases cited in Art. 5 Para. (6), the ordering party has the revocable authorization to process and sell the delivered goods in the ordinary course of business while observing the following conditions.

(2) c-LEcta GmbH retains the ownership to the object of delivery until receipt of all payments from the current contract with the ordering party. The proviso relates to the recognized balance. In case of the agreed upon payment by checks or bills of exchange, the proviso extends to the redemption of the bill of exchange accepted by c-LEcta GmbH and does not expire with the credit entry of the received check by c-LEcta GmbH.

(3) The ordering party always undertakes a processing or conversion of the object of delivery on behalf of c-LEcta GmbH. If a commingling or combination takes place in such a way that the object of the ordering party is to be regarded as the main object, it is deemed as agreed that the ordering party transfers part ownership to c‑LEcta GmbH on a pro rata basis. c-LEcta GmbH undertakes at the request of the ordering party to release the collateral, to which it is entitled, as the value of the demands to be secured is exceeded by more than 20%, provided that these are still not settled.

(4) The goods subject to retention of title may only be sold during the normal and proper course of business and only then if receivables from resale have not been transferred in advance to third parties. The receivables to which the ordering party is entitled from resale are deemed as transferred to c-LEcta GmbH with the signing of the contract, this applies even to the extent in which the goods subject to retention of title are combined or processed with other objects. In this case the transferred receivables for collaterals are only used to the extent of the value of the respective sold goods subject to retention. c-LEcta GmbH will not collect the transferred receivables as long as the ordering party fulfills its payment obligations; rather the ordering party remains authorized to collect the receivables. The ordering party is obligated to inform c-LEcta GmbH about garnishees upon request and report the transfer to these.

(5) The ordering party must immediately inform c-LEcta GmbH about any third party access to the delivered goods that are subject to retention of ownership or to the transferred receivables. (6) Should the ordering party act in breach of contract, especially in case of default in payment, c-LEcta GmbH is entitled to reclaim the object of delivery after withdrawal from contract and the ordering party is obligated to surrender the object of delivery.

Article 7 - Warranty

(1) The warranty is valid for a twelve-month period.

(2) The warranty period according to aforementioned Para. 1 does not come into action if the ordering party was deliberately deceived regarding a deficiency or the deficiency was deliberately concealed. In such case, the warranty periods are based on the statutory regulations. The same applies if c-LEcta GmbH, one of its statutory representatives or one of its assistants have acted grossly negligent or intentionally and/or life-endangering injuries, bodily harm or health damage have occurred and/or c‑LEcta GmbH has warranted a specific characteristic of the goods for the scope of this warranty. The warranty period for deficiencies in the supplementary performance also expires with the expiration of the original warranty period of the goods.

(3) If c-LEcta GmbH’s obligation to remedy a deficiency is not excluded contractually, c‑LEcta GmbH may remedy the deficiency at its discretion by free-of-charge reperformance or replacement delivery. In case of replacement delivery, the deficient goods are to be returned to c-LEcta GmbH. If the deficiency cannot be remedied or if the reperformance or replacement delivery may be regarded as failed, the ordering party may demand at its discretion a reduction of payment or may withdraw from the contract. The reperformance may be deemed as failed only if the reperformance or replacement delivery is not possible, if it is delayed unreasonably by c-LEcta GmbH, if there is justified doubt about the chances of success or if it is deemed unacceptable for other reasons.

(4) For the performance of reperformance and replacement deliveries that are deemed necessary by c-LEcta GmbH at its discretion, the ordering party must provide the necessary time and opportunity after consulting with c-LEcta GmbH. Only in urgent cases such as risk to operational safety and to prevent disproportionately large damage or if c-LEcta GmbH is in default with the remediation of the deficiency, the ordering party is entitled to eliminate the deficiency on its own or to have a third party eliminate the deficiency and to demand that c-LEcta GmbH replaces the necessary costs.

(5) The ordering party is obligated to examine and report any deficiencies according to Art. 377 of HGB (German Commercial Code). Reports must include all information which the ordering party is aware of and which is useful for identifying the deficiency. The ordering party must take measures that facilitate an identification of the deficiencies and its causes within reasonable bounds.

Article 8 - Liability

(1) c-LEcta GmbH’s liability for compensation of damages is limited as follows:

a) For damage to property up to EUR 100,000 per damage event, however, no more than EUR 300,000 per contract altogether;

b) The liability for economic loss is limited to EUR 300,000 per contract;

c) Claims due to loss of prospective profits are excluded.

(2) The liability limitations according to the aforementioned paragraph(1) do not apply in case of damages that are based on intentional or negligent violation of obligations of c-LEcta GmbH and/or its statutory representatives or assistants. The liability limitations according to the aforementioned paragraph (1) do not apply if life-endangering injuries, bodily harm or health damage have occurred and/or if the product liability act is applicable and/or if c-LEcta GmbH violates essential contractual obligations (cardinal obligations), especially such obligations, the violation of which could jeopardize the fulfillment of the contractual purpose.

Article 9 - Data Privacy/Industrial Property Rights/Advertisement

(1) c-LEcta GmbH will collect, process, save and use personal data within the statutory data privacy regulations provided these are necessary for substantiation, layout of contents or change in contractual relation with the ordering party or settlement of incurred liabilities. Personal data include: company, first and last name, address, email address as well as phone and fax number. The ordering party may revoke a granted authorization to collect and use personal data at any time with future effect.

(2) All cost estimates, drawings and other documents handed over by c-LEcta GmbH are subject to the copyrights of c-LEcta GmbH. The goods delivered by c-LEcta GmbH, especially proteins and their production processes, are subject to industrial property rights of c‑LEcta GmbH. The ordering party may use the goods, cost estimates, drawings and other documents only for the purpose, for which they are intended in accordance with the contract. A more extensive disclosure to third parties or any other use, especially for the purpose of reverse engineering, is only permitted after prior authorization of c-LEcta GmbH.

(3) An evaluation or announcement of the business relations existing with c-LEcta GmbH in publications or for advertising purposes is only permissible with the express prior approval of c-LEcta GmbH.

Article 10 - Purpose, Safety Instructions, Obligation to Proper Use

(1) Note that all products are intended exclusively for laboratory, research and industrial applications and not for use with people and animals, unless expressly agreed otherwise. That’s why we deliver our products only to industrial companies, technical business operations or public research, testing and educational establishments. Moreover, the goods of c-LEcta GmbH are perishable products, where it belongs to the agreed characteristic that these are usable only up to the usual best-before date indicated on the respective product.

(2) The ordering party is obligated to properly handle the goods and products delivered by c-LEcta GmbH and to store them especially in accordance with the manufacturer’s instructions and not to use these goods and products in households or on people and animals. The liability of c-LEcta GmbH is excluded if damage is incurred due to improper handling, especially storage, or if the delivered goods and products are used in households or on people and animals.

(3) The provision of the goods delivered by c-LEcta GmbH to private persons or unauthorized or unqualified persons is excluded. Moreover, it is expressly pointed out that the lack of a danger label does not mean that the relevant product is harmless. The ordering party must observe any relevant national or international laws or directives that apply to circulation, including delivery, storage, processing or trade with specific products as well as any third party industrial property rights that may exist.

(4) The ordering party is obligated to indemnify c-LEcta GmbH from any third party claims regardless of the type, which are culpably caused by the ordering party, and which are based on the illegal or improper use of our goods without the necessary official permits or a use of our goods that violates the aforementioned terms and conditions of sale or are the result of any other improper usage. The indemnification obligation also includes the costs of legal defense (e.g. court and lawyer fees).

Article 11 - Place of Performance, Jurisdiction, Applicable Law, Contractual Language

(1) Place of performance and exclusive jurisdiction for any and all disputes arising from or in connection with this contract is Leipzig, Germany.

(2) The contract shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). (3) The contractual language is German.