Conditions générales d'exportation, de livraison et de paiement

General Clauses

  1. The following Terms and Conditions of Sale, Delivery and Payment shall apply for all contracts for the sale of goods concluded between HUMAN and its customers. They shall also apply for all future business relationships even if not again expressly agreed upon.
  2. Deviating terms and conditions of the customer which are not expressly recognized by HUMAN shall not be binding on HUMAN even if these are not expressly rejected. The following Terms and Conditions of Sale, Delivery and Payment shall also apply in the case that HUMAN carries out the customer's order without objection and with knowledge of contradictory or deviating terms and conditions of the customer.
  3. The contracts set down in writing all agreements which HUMAN and the customer have made regarding the performance of purchase contracts.

Offer, Order

  1. Our offers shall always be given subject to confirmation. Technical data, descriptions, or illustrations of the goods as shown in offers, brochures, or other information material shall not represent any warranted qualities and shall be non-binding and subject to change.
  2. Orders are accepted by HUMAN by written confirmation or dispatch of the goods ordered.
  3. We reserve the right of changes, especially improvements if these will become necessary due to official requirements and/or reasons of consumer protection or reasonable due to rationalization of production procedures if changes are equitable for customer.

Prices

  1. The prices charged will be based on the prices valid at the day of delivery/performance unless specifically agreed upon otherwise.
  2. The said prices shall be prices excluding delivery Costs. The delivery Costs shall additionally be paid by the buyer.
  3. Our prices are to be understood excluding V. A. T.

Terms of Payment

  1. Invoices are to be settled by payment within 30 days after date of invoice if no other agreements have been fixed in writing. Payment has always be made with the currency indicated on the invoice.
  2. Payments shall be deemed to have been made on the day on which HUMAN has the amounts at its disposal. Payments will in each case be set off against the longest open debt. HUMAN will not pay any interest on advance payments or payments on account.
  3. Cheques will be only accepted on account of payment and under the usual reserve. Bills of exchange will only be accepted following prior agreement and even then only on account of payment and under the usual reserve.
  4. In the event of default in payment, the ordering party shall be obliged to pay default interest as of the date of the commencement of default in the amount of 8 % per annum above the respective base interest rate of the European Central Bank. In addition, HUMAN shall be entitled to hold back deliveries for other contracts in a reasonable amount and scope or, without prior notification, perform only against payment by cash in advance or cash on delivery.
  5. The ordering party can set-off its counterclaims against claims of HUMAN only if such counterclaims are undisputed or determined with final, res judicata effect. Possible rights of retention can only be claimed insofar as these are based on the same contractual relationship.
  6. All still outstanding, suspended claims of HUMAN shall become immediately payable and due in the event that a deterioration of the economic situation of the ordering party exists for which the ordering party is responsible, the ordering party discontinues making payments, is over-indebted, an application is made for an insolvency proceeding concerning its assets or the ordering party's cheques , bills of exchange are dishonored. In these cases, HUMAN shall be entitled to demand payment by cash in advance or security or, if the ordering party finally refuses performance of the contract after a demand to do so or, respectively, refuses the provision of security, HUMAN shall be entitled to cancel the contract and demand damages for non-performance.

Deliveries

  1. Delivery periods or delivery times shall only be binding if they are expressly confirmed as binding by HUMAN in writing.
  2. Any delivery period shall have been observed if the subject of delivery has been dispatched within this period or, should the dispatch or collection be delayed for reasons for which HUMAN is not responsible, if notification has been given within the agreed period that the goods are ready for dispatch.
  3. A delivery period confirmed in writing shall be extended to a reasonable extent if its non-observance after the contract has been entered into its attributable to force majeure, mobilization, war, riots, strike action, lock­outs, seizures, embargoes, lack of raw materials, or the occurrence of other unforeseen hindrances which cannot be remedied by reasonable means and do not fall under the responsibility of HUMAN. If the delivery becomes impossible in full or in part in the event of non-delivery to HUMAN itself, for which HUMAN is not to blame, as a result of force majeure or difficulties for which HUMAN is not responsible, HUMAN shall have the right to withdraw from the contract. In this case, the ordering party shall have no rights of compensation or subsequent delivery.
  4. Should the ordering party be in default in acceptance, HUMAN shall be entitled to demand reimbursement of damages which accrue and also any additional expenses. The same shall apply if the ordering party culpably breaches its cooperation obligations.
  5. If the underlying purchase contract concerns a transaction for a fixed point in time within the meaning of § 286, para. 2, No. 4 German Civil Code (BGB) or § 376 German Commercial Code (HGB), HUMAN shall be liable pursuant to the statutory provisions. In these cases, HUMAN's liability shall be limited to foreseeable, typically occurring damages if the default in making delivery is not caused by an intentional breach of contract for which HUMAN is responsible. HUMAN shall be liable to the same extent in case of default in making delivery pursuant to the statutory provisions if this is caused by intentional or grossly negligent breach of contract for which HUMAN is responsible. HUMAN's liability shall be limited to foreseeable, typically occurring damages if the default in making delivery is not caused by intentional breach of contract for which HUMAN is responsible. Additional liability for default in taking delivery for which HUMAN is responsible is precluded.
  6. HUMAN shall be entitled to effect partial deliveries.
  7. Delivery confirmations are valid only as long as all payments are made in accordance with the agreed-upon payment conditions.

Bearing of Risks, Insurance

  1. Loading and shipping shall be carried out, uninsured, at the risk of the ordering party.
  2. HUMAN shall not take back transport packaging and all other packaging in accordance with the Packaging Ordinance. The ordering party shall be responsible for disposal of packaging at its own cost.
  3. If dispatch is delayed at the request of or due to the fault of the ordering party, HUMAN shall store the goods at the cost and risk of the ordering party. In this case, notification of readiness for dispatch shall be deemed to be equivalent of dispatch.
  4. At the request and cost of the ordering party, HUMAN shall insure the delivery with transport insurance.

Reservation of Title

  1. The goods shall remain property of HUMAN (goods subject to reservation) until all present or future claims which HUMAN may have against the ordering party under the business relationship have been fulfilled. HUMAN's claims shall not become extinct through being absorbed in or through recognition of a current account balance. The ordering party must store the goods subject to reservation of title in a due and proper manner and insure them sufficiently at its cost. The ordering party shall only be entitled to resell such goods in the course of ordinary business either against cash payment or agreement upon a reservation of title. The ordering party shall be prohibited from transferring title of the goods subject to reservations as security for a debt or from pledging them and disposing of them in any other way which trust rates the securing purpose of the reservation of title or renders this more difficult. If execution is levied at the ordering party by third party's levying execution to the reservation of title the ordering party must notify the levying third party that the goods levied are goods subject to reservation. Any Costs arising from blocking the third party's access to the goods subject to reservation shall be borne by the ordering party.
  2. The ordering party shall carry out any processing of the goods subject to reservation on behalf of HUMAN without this giving rise to any obligation to HUMAN. If the goods subject to reservation are processed, combined or mixed with other goods not belonging to HUMAN, HUMAN shall be entitled to the co-ownership interest in the new product thus created at the ratio of the value of the goods subject to reservation to the remaining goods processed, at the time such goods are processed, combined or mixed. If the ordering party acquires sole ownership of the new product, it shall grant HUMAN co-ownership of the new product in relation to the value of the goods subject to reservation, and will keep the new product in safe care for HUMAN free of charge.
  3. The ordering party shall assign to HUMAN as security now, at this juncture, the claims it will have against its customers arising from any resale or hiring out of the goods subject to reservation, to the extent of the value of the respective goods sold and subject to reservation of ownership, until all claims HUMAN has from all business relationships with the ordering party have been satisfied. If the prerequisites of para. 1 exist, upon the request of HUMAN, the ordering party shall notify its debtors of the assignment of claims to HUMAN. HUMAN shall be permitted to effect this notification to the third party debtor itself. In addition, after fixing a reasonable deadline, HUMAN shall be entitled to retrieve the goods subject to the reservation of title for utilization and satisfaction of the remaining debt. The ordering party shall be obliged to provide possession of the goods for HUMAN and to permit HUMAN or third persons authorized by HUMAN access to the business premises during normal business hours. The ordering party shall be entitled, as trustee on account of HUMAN, to collect the outstanding debt assigned to HUMAN and to enforce the ancillary rights. The authorization to collect debts and the authority of the ordering party to enforce the subsidiary rights may be revoked if there is an important reason for this, in particular if the ordering party's financial situation deteriorates substantially. The aforementioned powers, in particular the authorization given to the ordering party to collect the debts related to resale, shall expire automatically even without being expressly revoked if the ordering party does not meet its payment obligations towards HUMAN, if a judicial insolvency proceeding against the ordering party is opened or the opening of an insolvency proceeding against the ordering party is refused due to absence of assets. The ordering party shall not be entitled to dispose of the claims assigned in any way without prior written consent of HUMAN.
  4. Upon the request of the ordering party, HUMAN shall be obliged to release securities to which Human is entitled insofar as the value thereof exceeds the value of HUMAN's claims against the ordering party from the current business relationship in total by more than 10 %. HUMAN shall be free to choose which security to release.

Warranty

  1. Complaints shall be made in writing to HUMAN. With regard to incomplete or incorrect deliveries, complaints shall be notified and claimed without undue delay after delivery and, with regard to notice of defects, complaints shall be made without undue delay after determination of the defect but, at the latest, however, 3 days after delivery. Claims of defects of the ordering party shall exist in principle only if the ordering party has properly performed the afore-mentioned examination and objection obligations.
  2. The warranty period corresponds to the expiry date imprinted on the packages, however to a maximum of 12 months after supply. For instruments, spare parts, and pipettes for 12 months after date of invoice if no other periods have been earlier agreed. The warranty period excludes disposables and parts subject to wear & tear. If spare parts are installed or repairs carried out inexpertly, no warranty regress can be claimed. Additionally, the instrument warranty will expire immediately if the maintenance procedures detailed in the service manual of the instrument are not carried out as indicated in the intervals prescribed.
  3. Insofar as a defect of the goods exists for which HUMAN is responsible, HUMAN shall be obliged, to the exclusion of the ordering party's right to cancel the contract or to reduce the purchase price (reduction), to subsequent performance in order to remedy the defect, unless HUMAN is entitled to refuse subsequent performance pursuant to the statutory provisions. The ordering party shall grant HUMAN a reasonable time period within which to undertake subsequent performance.

    Subsequent performance can, at the choice of HUMAN, be undertaken in the form of elimination of the defect (cure) or delivery of new goods. In the case of elimination of the defect (cure), HUMAN shall bear the necessary costs, insofar as these are not increased because the subject matter of the contract is located at a site other than the place of performance.

    If the subsequent performance is unsuccessful, the ordering party can, at ist choice, demand reduction of the purchase price (reduction) or declare cancellation of the contract. The elimination of the defect (cure) shall be deemed to be unsuccessful upon the second unsuccessful attempt, insofar as, due to the subject matter of the contract, additional elimination of the defect (cure) attempts would not be reasonable and appropriate for the ordering party.

Liability

HUMAN shall be liable for damages in principle pursuant to the statutory provisions. In the case of a slightly negligent breach of essential contract obligations, HUMAN's liability shall, however, be limited to reimbursement of typical, foreseeable damages; in cases of slightly negligent breach of non-essential contract obligations, HUMAN's liability shall be precluded. The afore-mentioned limitation of liability shall not apply in cases of damages due to injury to life, limb or health.

Place of Performance

Place of performance for deliveries, payments, and warranties shall be Wiesbaden.

Place of Jurisdiction

For all disputes, Wiesbaden is agreed upon as the place of jurisdiction for merchants entered in the Commercial Register as such, public law entities, or public law separate funds. This shall also apply to actions brought under summary procedure deciding claims arising from a bill of exchange, or to actions brought for the assertion of a claim concerning payment of a cheque. This shall furthermore apply in the event of the residence or habitual home of the ordering party being unknown, abroad, or transferred there. United Convention on Contracts for the International Sale of Goods (CISG) is not applicable unless applicability has been agreed in writing.

Subsidiary Conditions

  1. Should particular provisions of these Terms and Conditions of Sale, Delivery, and Payment, or parts thereof, be or become invalid, this will not affect either the validity of the remaining conditions and provisions or the validity of the contract entered into with the ordering party. A condition coming as near as possible in a way admissible in law to what was intended economically shall be understood to be agreed upon in place of the condition affected.
  2. The Terms and Conditions of Sale, Delivery, and Payment and the contracts entered into based on these terms and conditions should be invalid with respect to non-commercial ordering parties, this shall not affect their validity with respect to commercial ordering parties (within the meaning of § 24 of the Act governing the law applicable to general business conditions).
  3. Insofar as individual provisions of the aforesaid provisions should be invalid against a non-commercial ordering party, their validity with regard to commercial ordering parties shall remain unaffected thereby.

Date: February 2018

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