1. Offer and Acceptance

All offers are non-binding. Contracts are formed upon our explicit confirmation or complete order fulfillment. Our products are for laboratory or research use only and not for individual consumers. Customers must verify their eligibility to purchase. Our order confirmation defines the contract terms.

2. Product Information

Samples are non-binding demonstrations. Product information, including data, diagrams, and specifications, is for reference and does not guarantee quality unless explicitly stated. Variations within industry standards are permitted unless otherwise specified. Product quality, suitability, and intended use are defined solely by our specifications. Public statements do not guarantee product quality.

3. Guarantees

Guarantees of product quality or durability must be explicitly stated in the order confirmation. Sample quality is not guaranteed unless specified.

1. Delivery Times

Delivery dates and times are estimates unless specified otherwise. They refer to the shipment date and are met upon notification of readiness to ship. Customers may set a reasonable deadline after a missed delivery date, and failure to meet this deadline constitutes default. Delivery periods begin after receipt of required documentation and any agreed-upon advance payment.

2. Force Majeure

Force majeure events, such as natural disasters, strikes, or government orders, that prevent or unreasonably hinder delivery extend delivery times. If such events last over four months, either party may terminate the contract. If delivery becomes impossible due to unforeseen circumstances beyond our control, we may terminate the contract without liability for damages.

3. Delivery Delays

Delays due to reasons other than force majeure result in damages as outlined in sections VII.3 and VII.4. Damages are limited to 0.5% of the undelivered goods' value per week of delay, up to a maximum of 5%.

4. Partial Deliveries

Partial deliveries are permitted unless unreasonable or prohibited by contract. Each delivery is a separate transaction. For recurring deliveries, customers must request delivery schedules at least four weeks in advance. Failure to do so allows us to determine the schedule or terminate the contract.

5. Delivery Schedules

Each delivery is a separate transaction. For multiple deliveries, customers must request approximately equal monthly delivery quantities at least four weeks in advance. Failure to do so allows us to determine delivery quantities and schedules. Alternatively, we may refuse to fulfill the remaining order and seek compensation

1. Risk Transfer

Risk transfers to the customer upon handover to the carrier or when goods leave our warehouse. In case of shipment delays beyond our control, risk transfers upon notification of readiness to ship. The customer bears storage costs after risk transfer.

2. Shipping and Insurance

We determine shipping method and packaging. Shipping costs are the customer's responsibility unless otherwise agreed. Applicable freight rates, tariffs, and fees are those valid on the shipment date. Insurance is optional and at the customer's expense.

3. Customer Default

If the customer refuses delivery or causes shipment delays, risk transfers upon the customer's default. Storage costs are charged at 0.5% of the invoice value per month, with a minimum of 14 days before contract termination or damages.

1. Pricing

Delivery is based on the price list valid at contract conclusion. Prices are net euros "ex works", excluding packaging, VAT, and other order-related taxes.

2. Discounts

Discounts and deductions beyond written agreements are not permitted.

3. Price Adjustments

We reserve the right to adjust prices proportionally if unforeseen circumstances significantly impact costs (e.g., materials, labor, transport, taxes). Price reductions apply for cost decreases. We justify price changes upon request. Customers may terminate the contract if prices increase by more than 10% since contract conclusion.

1. Invoicing

Invoices may be issued electronically.

2. Payment Terms

Payment is due within 15 days of invoice date. Late payments incur statutory interest without notice. This does not exclude additional damages.

3. Offset

Customers may only offset undisputed or legally established claims against our invoices.

4. Set-off

We may offset claims against the customer involving our affiliated companies, including those against our customer's affiliated companies, as permitted by law.

5. Assignment

Customers may not assign contract claims to third parties without our written consent.

6. Default and Advance Payment

Payment default on any instalment or concerns about the customer's creditworthiness accelerate all our claims. This includes circumstances existing at the time of order but unknown to us. We may demand advance payment for future deliveries.

1. Retention of Title

We retain ownership of all delivered goods until full payment of all outstanding claims, including current account balances. These goods are referred to as "reserved goods."

2. Insurance

The customer must adequately insure the reserved goods.

3. Processing and Mixing

If reserved goods are processed or combined with other materials, we retain ownership of the resulting product. If co-ownership arises, our share is equivalent to the invoice value of the reserved goods. The customer assigns their ownership or co-ownership rights to us as security.

4. Combination with Other Goods

If reserved goods are inseparably combined with other items, the customer assigns pro rata co-ownership to us based on the value ratio of the reserved goods to the other items. This co-ownership share is considered reserved goods.

5. Customer Obligations

The customer must store reserved goods at no cost and grant us access for inspection or marking. Reserved goods cannot be pledged or assigned as security until full payment. The customer must notify us immediately of any third-party claims or actions affecting our rights.

6. Resale

Customers may resell reserved goods under their standard terms and conditions if they include a similar retention of title clause and assign the resulting claims to us.

7. Claim Assignment

The customer assigns to us any claims arising from the resale of reserved goods, including insurance and tort claims.

8. Restriction on Assignment

Customers cannot assign resale claims to third parties without our consent.

9. Calculation of Assigned Claims

The amount of assigned resale claims is limited to the invoice value of the reserved goods or our co-ownership share in case of mixed goods.

10. Current Account Relationship

If a current account exists between the customer and their purchasers, the assigned claim includes the acknowledged balance and, in case of insolvency, the causal balance. Customers may collect resale claims subject to revocation.

11. Default and Remedies

In case of customer default or creditworthiness concerns, we may:

• Prohibit resale, processing, or mixing of reserved goods.
• Terminate the contract and reclaim possession of reserved goods.
• Demand disclosure of debtors and collect assigned claims.
• Revoke direct debit authorization.

12. Release of Security

If the value of our securities exceeds our claims by more than 15%, we will release securities upon request.

1. Inspection and Notification

Customers must inspect goods immediately upon delivery, including samples. Defects must be reported in writing within 7 days of delivery or discovery. Our products are for laboratory or research use only. Liability for other uses is excluded.

2. Warranty

We provide warranty service by repair or replacement for justified and timely defect notifications. Warranty does not include product expansion or reinstallation. Damage claims are subject to the limitations in sections VII.3 and VII.4. Other warranty or damage claims are excluded.

3. Warranty Period

The warranty period is one year from delivery or acceptance. This does not affect statutory limitation periods for fraudulent concealment or delivery recourse claims.

4. Liability

We are liable for gross negligence, intent, and breaches of essential contractual obligations. Liability for slight negligence is limited to foreseeable damages. These limitations do not apply to fraudulent concealment, guarantees, procurement risks, product liability, or personal injury. Our liability extends to our employees and agents.

5. Statute of Limitations

Damage claims (except for tort claims) are subject to a one-year limitation period starting from the statutory limitation period.

6. Distributor Claims

Customers must exhaust claims against our distributor before pursuing claims against us. We assign relevant claims to the customer and the customer must pursue legal action. Claims against us are only valid if claims against the distributor are unsuccessful.

We provide technical advice on product use based on our knowledge and experience. This advice is free, non-binding, and without warranty. It does not create liability, including for intellectual property infringement. Customers are responsible for assessing product suitability. Any damage claims are subject to the limitations in sections VII.4 and VII.5.

1. Place of Performance

The place of performance for all deliveries and payments is Hamburg, Germany.

2. Jurisdiction

We have the right to choose jurisdiction for disputes in either Hamburg or the customer's registered office. Otherwise, our place of business is the jurisdiction. General jurisdiction rules remain unaffected.

3. Governing Law

German law exclusively governs this contract. The CISG and other international treaties do not apply.

If any provision of these terms or the contract is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced with a valid provision that most closely approximates the original intent.