TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF BUSINESS AND SUPPLY

§ 1 Area of applicability

1.1 The following conditions apply exclusively to all purchasing, delivery and works and materials contracts for which ChemicalPoint is the supplier.

1.2 Any purchasing conditions or other business terms of the customer are hereby vetoed.

1.3 Any arrangements deviating from these conditions must be agreed in writing.

1.4 ChemicalPoint is entitled to change its terms and conditions for future business transactions with the customer after providing notification.

§ 2 Conclusion of the contract

2.1 Our offers are non-binding and without obligation, except if they are marked explicitly as binding.

2.2 Offers and/or contracts made verbally become binding only upon written confirmation by ChemicalPoint.

2.3 The contract is considered to be concluded only upon a written order confirmation from ChemicalPoint.

§ 3 Prices

3.1 Our prices are always indicated as net prices, plus added statutory sales tax.

3.2 Unless indicated in an offer, in the order confirmation, or in price lists, the prices apply “ex-works”, i.e. excluding transport, packaging, insurance, export, import, customs duties and any other costs incurred.

§ 4 Minimum order value and third-party supplier orders

4.1 For order values below 150 EUR ChemicalPoint will charge a flat-rate logistics fee of 25 EUR. If the minimum order value is reached, delivery within Germany is free of charge. Deliveries to other European countries shall be calculated in general according to the aforementioned flat-rate logistics fee; with a shipping weight of 5 kg and above the effective shipping costs shall be charged.

4.2 The shipping of dry ice and fresh ice will be calculated at cost price.

4.3 Processing of orders from third-party suppliers
4.3.1 Fees
For the processing of orders from third-party suppliers we charge a fee of 5 % of the goods value invoiced to us, no less than € 30 and no more than € 100. All further costs charged to use such as transport, special packaging and bank charges shall be passed on by us without any surcharge. The aforementioned fee applies to orders of up to 5 order lines; larger orders shall be offered separately.

4.3.2 Prepayment to the supplier
If a third-party supplier demands prepayment, we shall pay this up to a value of € 750. In the case of higher amounts, a deposit of 50 % of the expected invoice amount is due immediately. Following receipt of payment the goods will then be ordered from the third-party supplier. If we provide prepayment, the fee for this service is € 13, which the customer must pay upon receipt of the invoice.

§ 5 Payment terms

5.1 In each case the initial order by a new customer shall be delivered upon prepayment only. From the second order, deliveries can then be made per invoice. In principle order from customers from non-EU countries can be delivered only with prepayment or bank-confirmed letter of credit). For domestic orders with a value above € 5,000 we are entitled to set and demand a deposit prior to delivery.

5.2 Unless otherwise noted in the order confirmation or offer, invoices are due without deduction within 10 days of the invoice date.

5.3 ChemicalPoint reserves the right in individual cases to set other payment terms, in particular to demand prepayment or a deposit to the full value of the order amount.

5.4 The fulfilment of payment obligations takes effect upon the receipt of the money by our bank. All payments must be free of expenses and postage fees.

5.5 In the event of payment arrears we are entitled to charge interest at the rate charged to us by our bank, but at least to the amount of 8 % above the valid base interest rate set by the ECB p.a.

5.6 We reserve the right to enforce the payment of arrears interest to the amount of any consequent damage or in line with our legal rights.

5.7 The withholding of payment or settlement against any counter-demands of the buyer is permitted only if this has been determined in a court of law, or is undisputed or acknowledged by us.

§ 6 Delivery and transfer of risk

6.1 The delivery deadline given in the order confirmation is non-binding, but calculated under consideration of all known facts. Accordingly, the exceeding of the aforementioned deadlines alone does not entitle the buyer to withdraw from the contract or to claim compensation.

6.2 ChemicalPoint is entitled to make partial deliveries as long as these comply with a reasonable minimum amount.

6.3 Unless otherwise agreed separately, the form of shipping shall be decided by ChemicalPoint.

6.4 The dispatch of the goods to the customer shall be done in his name and at his risk. The risk of loss of the goods, damages to the goods, or damage or injury to items or persons by the goods during transport shall be borne solely by the customer.

6.5 Force majeure and events for which we bear no responsibility, such as strikes, lockouts, operational disruptions, lack of raw materials and equipment, delayed delivery or additional or altered services demanded by the customer shall change the delivery time accordingly, and exempt us from our delivery obligations due to the subsequent unviability. We are also not responsible for the aforementioned circumstances if they occur during an already existing delay. In the above cases, ChemicalPoint is entitled to withdraw from the contract. This also applies if ChemicalPoint does not receive the content of the delivery despite the prior conclusion of a purchasing contract. ChemicalPoint shall inform the customer immediately of the lack of availability and, if ChemicalPoint wishes to withdraw from the contract, it shall exercise its right of termination immediately. Any prior payments by the customer shall be refunded immediately.

6.6 If the customer delays acceptance of the delivery, he is obliged to pay the purchase price. ChemicalPoint may store the goods at the cost and risk of the customer while maintaining its claim of fulfilment.

§ 7 Retention of title

7.1 The goods remain the property of ChemicalPoint until complete payment of all demands arising from the business transaction between the customer and ChemicalPoint.

7.2 Any sale of the contractual products subject to the right of retention (hereafter: retained products) is permitted to the customer only in the context of normal business transactions. The customer is not entitled to pledge the retained goods, t assign them as security, or to carry out any other action that might threaten the property of ChemicalPoint. The customer shall immediately assign all claims arising from the further sale to ChemicalPoint. ChemicalPoint accepts this assignation immediately. The customer is authorised until further notice to collect the claims assigned to ChemicalPoint in his own name on behalf of ChemicalPoint. This authorisation and the entitlement to sell on is considered to be revoked if and for as long as the customer is in default of payment to ChemicalPoint. The customer herewith acknowledges the revocation under the aforementioned conditions.

7.3 The customer is obliged to treat the retained goods with care during the period of the right of retention.

7.4 If the customer defaults on payment to ChemicalPoint, ChemicalPoint is entitled, after the unsuccessful expiry of a reasonable subsequent deadline, to recall the retained products – without affecting its other rights – and to dispose of these otherwise after a corresponding and timely threat with regard to the satisfaction of due demands against the customer. In this case, the customer shall provide ChemicalPoint or the representatives of ChemicalPoint with immediate access to the retained products and shall hand them over.

§ 8 Warranty

8.1 ChemicalPoint guarantees that the products correspond with the descriptions in their catalogues, technical datasheets or other product information provided to the customer. Quantity details, descriptions, presentations, quality indications and advertising statements, etc. do not represent a guarantee, unless issued explicitly and in writing by ChemicalPoint. ChemicalPoint cannot guarantee that the products it delivers will correspond with the contractual purpose or use desired by the customer.

8.2 The description of the goods in catalogues, analysis reports and other documentation from ChemicalPoint serves merely to identify the goods. The aforementioned descriptions should not be considered to be a warranty or quality guarantee as defined by § 276 BGB. The issuing of a legally valid guarantee requires the prior written confirmation of the managing director of ChemicalPoint with the explicit notice that a guarantee shall be issued.

8.3 The reagents are intended for use in scientific research alone. While it is possible to use them for diagnostic and medical purposes, ChemicalPoint excludes any guarantee for such applications.

8.4 The customer is obliged to examine the goods immediately at his own cost and to notify us immediately in writing of any defects, incorrect delivery or shortages. Notification must be received within one week of receipt of delivery. Any hidden defects must be reported to us immediately upon discovery.

8.5 Any defects in a partial delivery entitle the recipient to refuse the remainder of the delivery only if the customer can prove that it is unreasonable for him to accept the partial delivery under the circumstances.

8.6 Damages caused by external influences, improper handling, incorrect operation, normal wear and tear or corrosion are excluded from the guarantee. This applies especially if defects occur because the delivered product has not been operated or maintained in accordance with the instructions for use, or if the replacements, disposables or consumables recommended by us are not used.

8.7 The guarantee claims of the customer due to defects to the purchased item are restricted in principle to the right of repair or replacement. The customer retains the right to reduce the price or change the order if the repair or replacement fails. All further claims, especially for compensation due to defects of the purchased item, are excluded.

8.8 Guarantee claims are valid for a period of one year only, calculate from the statutory period of limitation.

§ 9 Liability

9.1 ChemicalPoint assumes liability in cases of intent or gross negligence on its part or on the part of one of its representatives or associates in accordance with statutory provisions. Otherwise we assume liability only in accordance with the product liability laws, due to loss of life, personal injury or illness and due to the culpable infringement of essential contractual obligations or where we have fraudulently concealed defects or where we have issued a guarantee for the quality of the delivered item. However, the right to compensation due to the infringement of essential contractual obligations is limited to foreseeable damages typical for the contract. Liability for damages caused by the delivered item to the legal assets of the customer, e.g. damages to other items, is completely excluded. The regulations in sentences 3 and 4 of this paragraph 1 do not apply in the event of intent or gross negligence or loss of life, personal injury or illness.

9.2 The regulations of paragraph 1 (9.1) cover compensation in addition to the service and compensation instead of the service, irrespective of legal reason, especially due to defects, the infringement of obligations arising from the contract, or impermissible actions. It also applies to the claim for compensation for useless expenditure.

9.3 Any changes to the burden of proof to the disadvantage of the customer is not connected with the above regulations.

§ 10 Returns

10.1 Goods in proper condition may be returned only with the prior written consent of ChemicalPoint. Returns shall be accepted only after the prior issuing of a return number.

10.2 In the event of returns according to paragraph 1 we shall charge 10 % of the goods value, but no less than 25 EUR, as proportional processing costs.

10.3 Transport costs in the event of returns under paragraphs 1 and 2 of properly delivered goods must be borne by the customer. The customer is liable for any damage to the goods caused during the return transport.

§ 11 Data protection

11.1 ChemicalPoint shall process any personal data obtained in the context of the business transaction very strictly in accordance with data protection regulations. In particular, we shall not pass on our customers’ data to partner companies.

§ 12 Copyright and rights of use

12.1 ChemicalPoint cannot guarantee that the use or sale of the delivered products does not breach national or international copyright or rights of use. Accordingly, the customer must convince himself when using or selling the product that such third-party rights are not being infringed. In this respect, all compensation claims against ChemicalPoint are excluded.

12.2 The customer undertakes to indemnify ChemicalPoint from all compensation claims by third parties due to any infringement of copyright or rights of use that may arise from the actions of the customer.

§ 13 Place of fulfilment / jurisdiction

13.1 Munich is the place of fulfilment for the payment obligations of the customer; the respective shipping warehouse is the place of fulfilment for deliveries. German law applies in the event of any conflicts arising from contracts, deliveries or services, to the exclusion of the UN Sales Convention. The jurisdiction is Munich.

§ 14 Severability clause

14.1 Should one or more of the provisions in the contract concluded between ChemicalPoint and the customer be or become invalid, this does not affect the validity of the remaining provisions of the contract. The invalid provision shall be replaced retroactively by a valid provision that represents as closely as possible the purpose intended by the parties upon conclusion of the contract. The same applies to omissions in the contract.