General terms and conditions of business of antibodies-online GmbH, Aachen, Germany, and antibodies-online Inc., Atlanta, USA, (hereinafter referred to together as "antibodies-online") for transactions with undertakings and public-law entities.
§ 1 Scope of Application / Conflicting Terms & Conditions of business
(1) antibodies-online makes available on its domains ("websites")
- www.anticorps-enligne.fr and
a wide range of antibodies, ELISA kits, proteins, peptides, assays, inhibitors, agonists, CLIA kits and other products, which may be purchased by scientists and employees of research institutions and organizations.
(2) The following Terms & Conditions of antibodies-online apply to all contracts, goods and services, including consulting services.
(3) These Terms & Conditions are only intended for use with persons that, at the time of contracting, are independently engaged in carrying on a trade or exercising a profession, or are public-law entities or special funds under public law.
(4) In the event that the Customer places orders based on its own Terms & Conditions of Purchase, the Terms & Conditions set out below (except for the retention of title clause) will supplement the Customer’s Terms & Conditions of Purchase only in respect of those points where they do not conflict with the Customer’s Terms & Conditions of Purchase.
§ 2 Contractual Partner; Prerequisites for the Conclusion of Contract
(1) In the event that a contract is concluded, the contract will be concluded with the following contractual partner:
a) In the case of deliveries to North America, South America and Australia:
11, Dunwoody Park, Suite 145
Atlanta, GA 30338
Tel.: +1 877 302 8632
Fax: +1 877 205 9894
b) In the case of deliveries to other countries, in particular countries in Europe
Tel.: +49 (0)241 95 163 153
Fax: +49 (0)241 95 163 155
HRB Aachen 13919
Tax no.: 201/5944/3111
VAT identification number: DE251852438
(2) antibodies-online will only conclude contracts with persons within the meaning of § 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) and public-law entities or special funds under public law ("Customer") that purchase the goods/and or services from antibodies-online for the purposes of carrying out scientific research. antibodies-online reserves the right to request proof thereof from the Customer prior to concluding a contract.
§ 3 Content and Offering on the Platform
(1) antibodies-online presents its own products and those of a variety of providers on its websites as well as offering product-related content for information purposes. The information provided in our publications is subject to change.
(2) By making a purchase, the Customer does not acquire any rights to the use of trademarks or any other industrial property rights belonging to antibodies-online or its providers. By purchasing our products, the Customer does not receive a grant of any rights to patents or licenses.
§ 4 Offer & Conclusion of Contract
(1) The presentation of products on our websites does not constitute a binding offer to enter into a contract, but rather a non-binding invitation to the Customer to order a product.
(2) The Customer may place its order with us using the following means:
Tel. +49 (0) 241 95 163 153
Fax +49 (0) 241 95 163 155
(3) By placing its order for the desired product, the Customer makes a binding offer to conclude a contract. Where the Customer orders online, its binding order online will be sent to antibodies-online when it clicks the "Submit order" button at the end of the order process.
(4) Where the Customer orders online, antibodies-online will send the Customer an acknowledgement of receipt by e-mail after the order has been received. The fact that antibodies-online sends an acknowledgement of receipt does not constitute acceptance of the Customer’s offer on its part.
(5) Irrespective of the way in which the order is placed, a contract is concluded by our sending the Customer an order confirmation within five working days.
(6) The Customer is obliged to check that the information contained in the order confirmation is correct and to notify us of any errors within two working days. If no errors are reported to us, the contract will take effect on the terms set out in the order confirmation.
(7) The contract is concluded subject to the proviso that our suppliers deliver their goods and services to us in full and on time. This proviso does not apply to short-term defaults in delivery or in those cases in which we are responsible for failure to deliver. We will notify the Customer without delay if the goods are not available. Any payments which the Customer has already made will be immediately refunded.
§ 5 Mistakes When Ordering Online / Contract Language
(1) With the help of the "Back" button, the Customer can correct its entries prior to submitting its order. Corrections can be made directly in the entry fields on the previous page (using the normal keyboard and mouse functions ("Back" key of the browser)). An order which is in the shopping cart may be amended before it is submitted. After clicking the "Submit order" button, it is no longer possible to correct an order. In addition, mistakes in the entry fields can be corrected by ending the purchase process and beginning again.
(2) Contracts may be concluded in German, English or French.
§ 6 Prices and Payment
(1) The prices stated on antibodies-online’s websites are net prices and do not include transport/shipping costs or any customs duties. These are payable by the Customer and will be shown separately as will VAT on the order confirmation/invoice.
(2) The Customer may check the current transport/shipping costs in the basket by entering the country of destination in the top line of our website ("Shipping to ...").
(3) Payment may be made using the credit cards shown on the websites mentioned in § 1 (1). In addition, delivery with an invoice is possible. Invoices are payable in full within 14 days of the date on the invoice.
(4) The Customer will only be able to exercise a right of set-off in those cases in which its counterclaims are non-appealable or undisputed or where we have recognized them. This does not apply to counterclaims of the customer arising from the same contractual relationship. The Customer will only be entitled to exercise a right of retention if its counterclaim arises from the same contractual relationship. We will be entitled to the full range of set-off and retention rights provided by law.
§ 7 Delivery and Passing of Risk
(1) The delivery times shown for products on the websites are intended as a rough guide as to when delivery will occur. The relevant delivery times are those stated by antibodies-online in its order confirmation.
(2) We will be deemed to have complied with the agreed delivery time if the goods were dispatched from our warehouse on time. Compliance with the delivery time presupposes that the Customer and antibodies-online have clarified all commercial and technical issues and that the Customer has fulfilled all of its duties.
(3) If the Customer fails to accept delivery or if it intentionally or negligently breaches other duties to cooperate, we will be entitled to demand compensation for the resulting loss or damage which we have incurred, including compensation for any additional expenses. We reserve the right to assert further claims.
(4) The risk of accidental loss or deterioration of the goods does not pass to the Customer until they are handed over to it. antibodies-online will insure the shipment against theft, breakage, transport, fire or water damage and any other insurable risks. Insurance costs are included in the costs of transportation.
(5) If the Customer fails to accept delivery or if it intentionally or negligently breaches other duties to cooperate, the risk of accidental loss or deterioration of the goods will, in deviation from subsection (4), pass to the Customer at the time of the failure to accept delivery or at the time of its breach of other duties.
(6) Where a force majeure event occurs, we will be entitled to suspend delivery of the goods for the duration of the impediment and for a reasonable start-up period thereafter or to rescind the contract wholly or in part due to the unperformed portion. Strikes, lockouts as well as unforeseen and unavoidable circumstances, e.g. business disruptions, will be the equivalent of force majeure events if they make it impossible for us to deliver on time in spite of our making a reasonable effort to do so. We have the burden of proving that this is the case. The same applies if the aforementioned impediments occur during a delay or affect our subcontractor. The Customer may request us to notify it within a period of two weeks as to whether we wish to rescind the contract or deliver the goods within a reasonable grace period. If we fail to respond, the Customer may rescind the unperformed part of the contract. In the event that a force majeure event, as described above, occurs, we will notify the Customer without delay.
§ 8 Cancellation by the Customer
(1) The Customer may cancel an order with antibodies-online within 24 hours from receipt of the order confirmation without any further consequences. The customer is not, however, entitled to any further right of withdrawal.
(2) In cases where cancellation occurs more than 24 hours after receipt of the order confirmation, antibodies-online may take back the goods on a voluntary basis and at its sole discretion, and will be entitled to issue an invoice for 30% of the price of the goods as a re-stocking fee plus any transport costs and any customs duties. In this case, the Customer will not, however, under any circumstances be entitled to cancel the contract.
(3) Where the Customer has already received the goods and if antibodies-online agrees to take back the goods as a gesture of goodwill, the goods must be returned in their original packaging or other appropriate packaging and with the necessary cooling. In the event of cancellation, antibodies-online will at no time be responsible for the risk of loss or damage during shipping. The Customer will be charged for returned goods which antibodies-online, in the exercise of its due discretion, classifies as defective due to incorrect or interrupted cooling or for any other reasons. As a rule, goods returned after 90 days will not be accepted.
§ 9 Warranties
(1) Due to the nature of our products, information about their characteristics (ingredients, quantities, technical data etc.) can only be treated as approximate values. The same applies to information provided by us and our providers in the product datasheets. Minimal deviations that are customary in the industry will not entitle the Customer to any warranty claims.
(2) Insofar as this is feasible in the ordinary course of business, the Customer will check the product supplied immediately after delivery by antibodies-online to see whether it is of the quality that is specified in the product description. The Customer will notify us of any defects without delay. If the Customer does not notify us of any defects, the goods will be deemed accepted unless the defect was such that it could not be discovered at the time of the examination. If the Customer uses or processes the goods, it will also be deemed to have accepted them as being in conformity with the contract and it will be excluded from making any warranty claims unless the products’ defects could only be determined through using/processing them.
(3) In the case of a complaint, we will be entitled to request a data report on measurement results to enable us to check the complaint. Where a complaint is justified, we will only be obliged to supply replacement goods that are free from defects. In such cases, antibodies-online will arrange for the goods to be collected. The Customer must ensure that the goods are packaged in a way that is suitable for transporting them.
(4) If we do not comply with this obligation to supply replacement goods pursuant to subsection (3) within a reasonable deadline or if we fail to replace the goods despite repeated attempts to do so, the Customer will be entitled to reduce the purchase price or to rescind the contract. The provisions of § 10 govern any further claims that the Customer may have against us, in particular claims for reimbursement of expenses or damages for defects or damages for consequential damage caused by defects.
(5) The statutory limitation period for notification of defects expires 12 months from the date that the risk passes.
(6) Our liability under any warranties as to the characteristics or durability of the goods and our liability for fraudulent concealment of a defect, intentional wrongdoing, gross negligence or injury to life, body or health remains unaffected by the aforegoing provisions. In these cases, the statutory provisions/statutory warranty periods apply.
§ 10 Liability
(1) In all cases in which we are contractually or legally bound to pay damages or reimburse expenses, we will only be liable to the extent that we or our legal representatives or vicarious agents are guilty of intentional wrongdoing or gross negligence or cause injury to life, limb or health. The foregoing is without prejudice to our strict liability pursuant to the Product Liability Act (Produkthaftungsgesetz). In addition, the foregoing is without prejudice to our liability for any intentional or negligent breach of a material contractual obligation (= a duty whose fulfillment is of the very essence for the proper implementation of the contract and upon whose fulfillment the contractual partner may regularly rely); thus, except in cases covered by the first and second sentences, our liability will be limited to the usual and foreseeable damage. The aforementioned provision does not reverse the burden of proof in a way which would be detrimental to the Customer’s interests.
(2) In particular, antibodies-online will not be liable if products that it sells are used for purposes other than those outlined in the product datasheet or if the Customer does not comply with other guidelines in the product datasheet or the material safety data sheet.
(3) To the extent to which our liability for damages is excluded or limited, this also applies in respect of the personal liability for damages of our employees, workers, staff, representatives and agents.
§ 11 Use of Delivered Products, Consulting
(1) By placing its order, the Customer confirms that it will only use the acquired products for research purposes or – where they have a CE marking – for diagnostic purposes. The end user must be familiar with the procedures for handling these products and the statutory rules for doing so. The products may only be used by trained personnel in laboratories equipped for this purpose and may not be resold to private individuals.
(2) The Customer agrees to ensure that the acquired products are used in accordance with the relevant use and safety regulations and are properly disposed of.
(3) Any use of the purchased substances contrary to ethical, legal, or political standards is prohibited.
(4) Any consulting provided by us must be considered as non-binding advice from us. It does not release the Customer from the duty to carry out its own examination of the goods to ensure that they are suitable for its intended procedures and purposes. Furthermore, it does not release the Customer from its own duty of care. The Customer must comply with the necessary duty of care even where the goods do not carry a clear hazard symbol. The limitation on liability pursuant to § 10 applies.
§ 12 Retention of Title
(1) We reserve title to the goods delivered until we have received all payments under the contract. Furthermore, we will remain the owner of the goods until all of our claims against the Customer have been satisfied; this also applies where the purchase price for specifically designated claims has been paid. In the case of a current account, the retention of title to the goods delivered (goods subject to a retention of title clause) will be regarded as security for the balance owed to us.
(2) Goods which are subject to a retention of title clause may not be assigned as security, sold to obtain cover or pledged. The Customer must notify us without delay if a third party attaches or seizes goods subject to our retention of title. Any resulting costs of intervention will, in any event, be borne by the Customer except where a third party is responsible for them.
(3) If the value of the securities in our favor exceeds the value of our entire claim by more than 10%, we will, at the Customer’s request, release security interests of our choosing.
§ 14 Place of Jurisdiction and Applicable Law
(1) If the Customer is a merchant, public-law entity or special fund under public law, the courts at antibodies-online’s place of business will have jurisdiction (cf. § 2 (1) Contractual Partner).
(2) The law of the Federal Republic of Germany applies to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
§ 15 Contractual Penalty
(1) We will store a copy of the wording of the contract and send you copies of your order data as well as these Terms & Conditions by e-mail. You may also view our Terms & Conditions at any time by visiting http://www.antikoerper-online.de/terms. For security reasons, your order data will no longer be available over the Internet. However, you will be able to view previous orders in our customer login area.
§ 16 Final Provisions
(1) Rights arising under this contract may not be assigned without our prior written consent.
(2) In the event that any individual conditions hereof are void or invalid or if we mutually agree with the Customer to not implement certain provisions, the validity of the remaining provisions will not be affected. The same applies in the event of any omissions in these Terms & Conditions. The invalid or unenforceable provision or the omission will be replaced with the provision which is as close as legally possible in its commercial intent to the provision that it is replacing.
(As per: 03/2017)