Terms & Conditions

Terms and conditions of sale and delivery of MicroDissect GmbH for customers located outside of the European Union

§ 1 Scope, data protection

(1) Only the following terms and conditions shall apply to our deliveries and services to customers located outside of the European Union – insofar as the customer is an entrepreneur, a legal entity under public law or a special fund under public law. Conflicting or deviating terms and conditions of purchase of the customer shall not apply unless we have expressly agreed to them in writing in individual cases.

(2) To the extent necessary for business purposes, we are authorized to store and process the customer’s data by EDP within the framework of the data protection laws.

§ 2 Quotations, Orders, Cancellation

(1) Our offers are non-binding with regard to price, quantity, delivery period and delivery option; our order confirmation in text form is exclusively decisive for the acceptance of the order, the scope of the delivery and the delivery date.

(2) In the event that an order is changed, postponed or canceled by the customer, we reserve the right to charge the customer for the work carried out at the time of the change, postponement or cancellation as well as for the cost of materials. The terms of payment in § 5 shall apply accordingly.

§ 3 Delivery, transfer of risk

(1) We are entitled to modify or improve the products without informing the customer in advance, provided that the modification or improvement does not permanently change the form or functionality of the products.

(2) Unless otherwise agreed, we deliver EXW (Incoterms 2020) our company headquarters.

(3) Partial deliveries and corresponding settlements are permissible unless they are unreasonable for the customer.
(4) The commencement of and compliance with the delivery period stated by us shall be subject to the clarification of all technical questions and the timely and proper fulfillment of the customer’s obligations.

(5) If an agreed delivery date is exceeded for reasons for which we are responsible, the customer must set us a reasonable grace period for performance in writing. This grace period shall be at least four weeks. If the delivery is not made after expiry of the grace period and the customer wishes to withdraw from the contract for this reason or demand compensation instead of performance, he is obliged to notify us of this beforehand in writing with an express request for delivery together with a reasonable further grace period.

(6) If the customer is in default of acceptance, we shall be entitled to store goods awaiting delivery at the customer’s expense and to demand interest on the value of the goods from the beginning of the default of acceptance in accordance with § 5 paragraph (3). The notification of readiness for dispatch shall replace delivery.

§ 4 Force majeure

In the event of force majeure, our delivery obligations shall be suspended; if a significant change in the circumstances existing at the time of conclusion of the contract occurs, we shall be entitled to withdraw from the contract. The same applies in the event of energy or raw material shortages, labor disputes, official orders, traffic or operational disruptions or if subcontractors do not supply us, do not supply us on time or do not supply us properly for the aforementioned reasons.

§ 5 Prices, terms of payment

(1) Our prices are EXW (Incoterms 2020) plus packaging, freight, customs, import duties, insurance and VAT. VAT shall be charged by us at the rate applicable on the day of performance.

(2) If the date of delivery or performance is later than four months after conclusion of the contract, we shall be entitled, after timely notification of the customer and before performance of the service or delivery of the goods, to adjust the price of the goods or service in such a way as is necessary due to general price developments beyond our control (such as exchange rate fluctuations, currency regulations, changes in customs duties, significant increases in material or manufacturing costs) or due to changes in suppliers. For deliveries or services within four months, the price valid on the day the contract is concluded shall apply in all cases.

(3) Unless otherwise agreed, the customer shall pay the purchase price to us 30 days after the invoice has been issued. After expiry of this period, the customer shall be in default in accordance with § 286 para. 2 no. 2. In the event of late payment, we shall be entitled to charge interest at the usual bank rate plus 8%. If payment is received by us within 14 days of invoicing, we shall grant a 2% discount.

(4) We may demand payment on account or payment in advance if the customer is ordering from us for the first time, if the customer is based abroad or if the delivery is to be made abroad or if there are reasons to doubt that the customer will pay on time or in full. If one of the above conditions occurs after conclusion of the contract, we shall be entitled to revoke agreed payment terms and make payments due immediately.

(5) The customer may only offset undisputed or legally established counterclaims. The customer shall only be entitled to rights of retention insofar as they are based on the same legal transaction. The customer is not entitled to assign his claims to third parties.

§ 6 Retention of title

(1) Goods sold shall remain our property until all claims arising from the business relationship have been settled (“goods subject to retention of title”).

(2) If goods subject to retention of title are treated or processed by the customer, our retention of title shall extend to the entire new item. In the event of processing, combining or mixing with third-party items by the customer, we shall acquire co-ownership in the fraction corresponding to the ratio of the invoice value of our goods to that of the other items used by the customer at the time of processing, combining or mixing.

(3) If the goods subject to retention of title are combined or mixed with a main item of the customer or a third party, the customer hereby assigns to us his rights to the new item. If the customer combines or mixes the reserved goods with a main item of a third party against payment, he hereby assigns to us his claims for remuneration against the third party.

(4) The customer is entitled to resell goods subject to retention of title in the course of ordinary business operations. If the customer sells these goods on his part without receiving the full purchase price in advance or step by step against handover of the purchased item, he must agree a retention of title with his customer in accordance with these conditions. The customer hereby assigns to us his claims from this resale as well as the rights arising from the retention of title agreed by him. At our request, he is obliged to inform his customer of the assignment and to provide us with the information and documents required to assert our rights against his customer. The customer is only authorized to collect the claims from the resale despite the assignment as long as he duly fulfills his obligations to us.

(5) If the value of the securities provided to us exceeds our claims by more than 20 percent in total, we shall be obliged to release securities of our choice at the customer’s request.

§ 7 Quality of the goods, guarantee

(1) In principle, the quality of the goods shall only be the quality described in our product descriptions, specifications and labeling. Public statements, promotions or advertising do not constitute quality descriptions of the purchased goods. Irrespective of this, the customer is obliged to check the suitability of our products and services for the intended use himself. Unless expressly specified otherwise, all our products are suitable for research purposes only. Any liability arising from any other use of the products is excluded.

(2) We assume no liability for our product or performance specifications beyond the respective individual contract. Our product descriptions and specifications only describe the quality of our products and services and do not constitute a guarantee within the meaning of § 443 BGB. The agreement of a guarantee must be made in writing. A guarantee declaration is only effective if it describes the content of the guarantee and the duration and territorial scope of the guarantee protection in sufficient detail. We reserve the right to make technical changes in the course of product development.

§ 8 Rights of the customer in the event of defects

(1) The products supplied by us comply with the applicable German regulations and standards. We assume no liability for compliance with other national regulations. If the products are used abroad, the customer undertakes to check the conformity of the products with the relevant legal systems and standards himself and to make any necessary adjustments.

(2) The customer may not assert any rights due to defects in our delivery and service if the value or suitability of the delivery and service is only insignificantly reduced.

(3) Insofar as the delivery or service is defective and this has been objected to by the customer in good time in writing in accordance with §377 HGB (German Commercial Code), we shall, at our discretion, either make a subsequent delivery or rectify the defect (subsequent performance). The customer shall grant us the opportunity to do so within a reasonable period of at least 10 working days.

(4) The customer may demand compensation for the expenses necessary for the purpose of subsequent performance, provided that the expenses are not increased because the object of the delivery has subsequently been taken to a place other than the original place of delivery, unless the transfer corresponds to its intended use.

(5) If the subsequent performance fails, the customer may reduce the remuneration or withdraw from the contract. Withdrawal is only permissible, however, if the customer expressly threatens us in writing beforehand with a further reasonable period of grace.

(6) The customer shall only have a right of recourse against us insofar as the customer has not made any agreements with his customer that go beyond the statutory claims for defects.

§ 9 Liability for damages

(1) Unless otherwise provided for below, any claims of the customer over and above the provision in § 8 – irrespective of the legal grounds – are excluded. We are therefore not liable for damages that have not occurred to the goods themselves; in particular, we are not liable for loss of profit or for other financial losses of the customer. Insofar as our contractual liability is excluded or limited, this shall also apply to the personal liability of employees, representatives and vicarious agents.

(2) The above limitation of liability shall not apply if the cause of damage is based on intent or gross negligence, if personal injury has occurred or if a claim for damages exists under the Product Liability Act.

(3) If we negligently breach a material contractual obligation, the obligation to pay compensation for material damage shall be limited to the damage typically incurred. Essential contractual obligations are those which provide the customer with legal positions which the contract has to grant him according to its content and purpose and those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer regularly relies and may rely.

(4) In addition, we shall only be liable within the scope of our existing insurance cover insofar as we are insured against the damage incurred and subject to the condition precedent of the insurance benefit.

(5) Our liability for damages is otherwise excluded.

(6) The assignment of the customer’s claims regulated in §§ 8 and 9 is excluded.

§ 10 Statute of limitations

The limitation period for the claims regulated in §§ 8 and 9 is one year. This shall not apply in cases of injury to life, body or health, in the event of an intentional or grossly negligent breach of duty to life, body or health, in the event of an intentional or grossly negligent breach of duty by us and in the event of claims for damages under the Product Liability Act.
§ 11 Miscellaneous

(1) Amendments or additions to these terms and conditions must be made in writing.

(2) Should individual provisions of these terms and conditions be wholly or partially invalid, this shall not affect the validity of the remaining provisions. The parties shall replace an ineffective provision with a provision that comes closest to the economic purpose of the ineffective provision and is effective.

(3) For customers based outside the European Union, we reserve the right to sue them before any competent court.

(4) The law of the United Kingdom of Great Britain and Northern Ireland shall apply to all legal relationships between the customer and us. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

September 2024