1 General Terms of Sale
For the sale of distribution products and our own products the „General Terms of Sale“ of DMB-Diagnostics GmbH shall exclusively be valid in the version effective at the conclusion of the contract. No adverse or altered conditions of the buyer shall be binding, unless explicitly approved in writing by DMB-Diagnostics GmbH. This shall apply also in case without making reservations we shall perform the services in knowledge of any adverse or altered conditions.
The subject General Terms of Sale have been prepared in German language and may also be translated into other languages. In the event of any deviations in content between the different translations, the German version shall prevail.
2 Offers, conclusion of contract
Our offers are not binding. The product details mentioned in our catalogues do not exactly describe their nature. Consequently, minor deviations from our data on quantity, measures, weights, nature and quality shall not authorize to claim warranties.
Contracts shall only be effected by our confirmation of the order or by delivery.
3 Prices and payment
The prices quoted in our price list are not binding regarding price, quantity and delivery. Our prices have no binding force and are quoted in EUR according to the regulations of the European Community plus legal VAT if applicable. Efforts are made to keep the prices stable during the year, however, possible adjustments cannot be excluded. The price lists in force at the time of delivery shall be valid.
The prices include packing costs plus legal VAT if applicable. The shipping costs shall be borne by the buyer, unless otherwise agreed.
Orders/deliveries, exceeding an invoice amount of EURO 5,000 must be paid in advance. Orders made from countries outside the European Community must principally be paid in advance. Payment shall be made net within 20 days after receipt of the invoice. Customers participating in our direct debiting shall obtain a discount of 2%.
In case of any delay in payment we reserve the right to charge default interests at the equivalent rate usually charged by our banks, however, at least 8 % above the prevailing interest rate. Payments are only deemed to be effected, if the amount has definitely been credited to an account of DMB-Diagnostics GmbH.
Arriving orders are processed immediately and are delivered as soon as possible. In case a product shall not be on stock, we shall notify the buyer without delay indicating the anticipated date of delivery. We shall be authorized to make partial deliveries to be able to place the products as soon as possible at the buyer’s disposal. Each partial delivery can be charged separately. For orders on call the call should be made 3 weeks before the desired date of delivery. In case this term of 3 weeks should not be observed, we are unfortunately not in the position to guarantee delivery on schedule.
In cases we or our suppliers sustain force majeure, operational breakdowns, labor conflicts or other hindrances beyond our reasonable control, these cases of force majeure release us from the obligation of delivery for the duration of the disturbance and their impacts.
We shall arrange kind and type of shipment, unless otherwise instructed in writing by the customer. Shipment shall be effected ex works Regensburg, unless otherwise agreed.
The risk of accidental loss or accidental deterioration of the goods shall pass on to the customer, as soon as we have supplied the goods to the carrier. As far as DMB-Diagnostics GmbH shall disclose any shipping data in writing or on the phone, this happens merely to avoid any loss of time at the place of destination. Such indications shall have no binding force in other respects.
Returns may only be made at our prior consent. Goods returned at our consent can be accepted by us only in case they were not used and have been duly packed.
6 Notices of defects, warranties
We have to be notified in writing of defects of delivered goods or variations in quantity or faulty deliveries 1 week after receipt of the goods at the latest. Hidden defects are to be reported to us immediately after detection. If these time limits for claim are not complied with, any other existing warranty claims shall be ruled out. Even hidden defects can no longer be asserted, if half a year has passed since delivery.
In case of defects in material or title the buyer may demand delivery of faultless property. In the event the subsequent delivery should be defective, too, the buyer may demand reduction or rescission according to legal provisions. The warranty shall be ruled out in case of improper handling and processing of our products.
Warranty claims shall be statute-barred to one year. The limitation period begins to run when the property is delivered.
We shall be liable for damages according to legal provisions for damage intentionally or by gross negligence caused by our legal representatives or executives, and for absence of warranted characteristics as well as for personal injury and damage to property according to the Product Liability Act. We shall be liable for damages in the amount of damage typical to a contract and foreseeable, for damage arising from negligent breach of fundamental contractual or cardinal obligations and for damage by gross negligence or intentionally caused by our agents without breaching fundamental contractual or cardinal obligations.
Any liability in other respects is excluded.
Possible claims for damages shall be ruled out in case of improper handling and processing of our products.
Claims for damages shall become statute-barred within five years from the date on which the claims arose. If the buyer takes notice of the damage, his claim for damages shall become statute-barred within one year. For any such case the limitation period begins with the end of that year, in which the claim arose and in which the buyer takes notice or without gross negligence should take notice of the circumstances giving rise to the claim and of the person of the party liable.
8 Reservation of title
We shall retain title to all goods delivered by us until the buyer has paid the full liabilities resulting from the mutual business relations. In case the buyer fails to pay in due date, DMB-Diagnostics GmbH may demand immediate return of the property.
When the buyer processes the goods delivered by us, we shall be deemed to be the manufacturer and shall acquire title to the goods that are newly created. This is the time the buyer assigns to us as security all claims arising from the sale of goods, which titles are due to us to the extent of our share in the sold goods.
The buyer is entitled to set-off only in case his counterclaims have become res judicata, have not been disputed or have been admitted by DMB-Diagnostics GmbH. In any other respect set-off is inadmissible. This applies also to any rights of retention claimed by the buyer.
10 Basic Material
The buyer guarantees purity and correct documentation of the basic material to be delivered by him. Any possible losses DMB-Diagnostics GmbH or the buyer shall sustain by impurification or by faulty documentation, shall fall to the full extent upon the buyer.
11 Use of the products
Use of our products for human medical or diagnostical purposes or as medicine, shall only be admitted if such use is permitted according to the legal provisions the buyer and the user are bound to, and, if as far as necessary, approval has been given by the competent authority.
Beyond that any such use of our products shall require our written prior consent. Explicit directions for use on the packing (i.e. „In vitro Diagnosticum”) shall be equal to a written consent; however, they do not substitute permits, which are required in the country of the user.
Any distribution, provision of services involving, or use for commercial purposes of DMB-Diagnostics GmbH proprietary products, shall require our written prior consent.
Buyers using our products in industrial production are committed to § 3 and will do this at their own risk. As we are not in the position to foresee or control the possible procedures and processes for such industrial use of our products, and as our products have not been developed for any such procedures, in any such cases our directions for use are only to be considered as recommendations with no binding force.
12 Toxic substances
Toxic substances may only be delivered to technical businesses, resellers and public institutions and that only based upon written order, from which the name of the ordering person can be seen. Passing on toxic substances to private persons is not admitted. We point out that these products may only be handled by trained personnel while observing corresponding safety precautions. As far as there is any uncertainty about possible risks, we ask to order a safety data sheet.
13 Governing law and place of performance
Place of delivery and of payment as well as of jurisdiction for any and all disputes in connection with or arising out of this Agreement shall be Berlin. German law shall be applicable. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.