General Terms and Conditions of Sale

 

The following terms and conditions apply to all offers, sales and deliveries made by Cellbox Solutions GmbH to Customers who are domiciled in Germany and where the delivery takes place within the European Union, unless otherwise agreed in writing, insofar as the Customer is an entrepreneur, business(man) or enterprise (‟Unternehmer”) according to § 14 of the German Civil Code (BGB). The validity of deviating or conflicting terms and conditions of the Customer is excluded, unless explicitly agreed to in writing and signed by an authorized representative of Cellbox Solutions GmbH.

 

  1. Offer and conclusion of the contract
  1. Our offers are non-binding and serve as an invitation to the Customer to place an order.
  2. Orders only becoming binding for us when they are accepted in writing. The scope of delivery is described in our written order confirmation.
  3. Supplementary agreements, amendments and/or changes with respect to order contracts require a written confirmation from us to become valid.
  4. We reserve all rights of ownership and copyright with respect to all cost estimations, drawings, images, illustrations, and other documents (collectively referred to as ‟contract documents”). The contract documents may not be made accessible to a third party. In the event of an order being withdrawn, or not placed, all the contract documents must be returned to us upon request.
  5. The technical specifications listed in our catalogue only apply to the standard version of our devices. Modifications as a result of selectable options, alterations or the production process will lead to deviations from the technical specifications listed in our catalogue.
  6. In the event that any of our devices require technical modification after the confirmation of an order, we reserve the right to supply the technically modified device. Images, drawings, descriptions, colours, measurements, weight, quality and other references to our devices serve only as approximations and deviations from the catalogue listings are permitted as long as they are reasonable and in the interest of both Cellbox Solutions GmbH and the Customer, but no guarantees are made.

 

  1. Prices
  1. All prices are quoted ‟Free Carrier” (FCA – Free Carrier, INCOTERMS 2010) when delivered within Germany, exclude packaging and are without the applicable value added tax (VAT). For deliveries outside of Germany, all prices are quoted ‟Ex Works”(EXW – Ex Works, INCOTERMS 2010).
  2. Products and services that are to be provided later than four (4) months after the conclusion of the contract may be subject to additional costs, within reason, that could arise from increased labour and/or material costs or other issues outside of our control, which would affect overall pricing

 

  1. Payment
  1. The purchase price is due and payable net within 30 days from the date of the invoice. Services and delivery of spare parts are to be paid immediately without any deductions.

    The following information must be provided by the Customer in order to ensure a smooth settlement of the payment transaction:

      • The order number and invoice number need to be specified
      • The Customer number needs to be specified

    Additionally, the Customer must pay the exact amount that is indicated on the invoice. Values that exceed or fall short of the amount to be paid cannot be allocated to the invoice and customer. A correct and successful booking of the payment cannot be ensured if the Customer does not adhere to the aforementioned terms and conditions. In this case the payment will be booked against the oldest unsettled invoice of the Customer. Subsequently, it is not possible to transfer the payment from this invoice to another. In general, we have the right to assign any payment from the Customer to the oldest unsettled invoice.The payment must be made using all of the IBAN or SWIFT/BIC identification numbers that are provided on the invoice. If even one of the aforementioned conditions are not met, delays in delivery can occur for which Cellbox Solutions GmbH shall not be held liable.

  2. Bank transfer payments are only considered to have been made when the funds are cleared by our bank. The settlement of an invoice by cheque and/or bill of exchange shall only occur on account of payment and, in the case of bills of exchange, requires our explicit prior consent. The Customer shall bear all costs associated with the payment by cheque or bill of exchange. We accept no liability for timeliness of protest.
  3. When payments are not made within the period specified in article 3.i, and the Customer falls into arrears with payment, we are entitled to charge the Customer interest in the amount of 12 percentage points on the overdue amount per annum. We also reserve the right to claim additional damages.
  4. Payment may only be offset by the Customer if the Customer‘s counterclaims are legally confirmed, undisputed or expressly acknowledged by us. The Customer also has no right of payment retention on account of contested counterclaims.
  5. Should reasonable doubt arise with regard to the Customer’s ability to pay, or if an application is made to open insolvency proceedings against the Customer’s assets, all outstanding payments deriving from our business relationship will become due immediately. Moreover, we have the right to request advance payment or payment by means of cash on delivery or letter of credit or good-faith deposit     

 

  1. Delivery Period
  1. Our delivery dates and times are only binding when confirmed by us in writing. The delivery period commences when the order confirmation is sent, but not before receiving all documents to be obtained from the Customer.
  2. The period of delivery is deemed to be met if the goods to be supplied are handed over to the carrier or shipping company prior to the expiry of the delivery date or period.
  3. Partial deliveries are permitted to a reasonable extent.
  4. Force majeure, operational/production disruptions, strikes and all other hindrances that are beyond our control at our premises, or that of our suppliers, not only exempt us from the obligation to make deliveries for the duration of the disturbance, but also from the resulting consequences. Should the delivery already be delayed, the delay will not be extended by the occurrence of one or more of the aforementioned circumstances.

 

  1. Passing of Risk / Packaging and Shipment / Damages during Transport
  1. The “Free Carrier” (FCA, INCOTERMS 2010) agreement applies to all deliveries within Germany and unless any other agreement is stipulated in the order confirmation, the risk of accidental destruction and/or damage to the delivered goods is passed to the Customer at delivery of the product. When deliveries are made outside of Germany, “Ex Works” (EXW, INCOTERMS 2010) applies and the risk of accidental destruction and damage to the goods is passed to the Customer.
  2. If dispatch is delayed due to circumstances for which the Customer is responsible, then the risk of accidental loss, destruction and/or damage of the goods is passed to the Customer from the date of readiness for dispatch. In this case we will store the goods at the expense of the Customer. We are entitled to charge the Customer at least 0.5% of the invoice amount for the stored delivery for each month of storage that has begun, up to a maximum of 10% of the invoice amount. At the request and the expense of the Customer, we will insure the stored goods against particular risks.
  3. Packaging and the mode of dispatch is selected at our discretion. The Customer shall inspect the delivered goods immediately upon receipt and with due care. If any visible damages are observed, the Customer must notify the delivering freight carrier immediately. The Customer also has the responsibility to inform us of such damages, in writing, within 5 work days. If the Customer does not meet this obligation, the goods will be deemed delivered without transport damages.  

 

  1. Guarantee / Notice of Defect
  1. We guarantee that our products are free of defects in accordance with the current state-of-the-art of construction, production and material as well manufacture of the goods in accordance with the technical standards in Germany.
  2. The warranty period shall be 24 months, starting with the date of delivery.
  3. Excluded from the warranty are: 
    1. Consumable parts and/or parts subject to wear and tear
    2. Transport damages during delivery
    3. Damage as a result of improper operation, treatment or use; damage incurred due to the Customer’s fault
    4. Damage caused by biological, chemical, electronic or weather-related influences
    5. Damage as a result of spare parts that are not original spare parts provided by Cellbox Solution GmbH
    6. Damage due to unauthorized changes or alterations of our products by the Customer or a third party.
    7. Damage due to the improper installation or faulty initial operation by the Customer or an unauthorized third party.
  4. The Customer must inspect the delivered goods for any defects immediately upon receipt and shall inform us without delay, in writing about any visible defects. Notifications of visible defects, which were not caused by transport damage (see article 5.iii above), can only be considered when they are received, in writing, at the latest within 10 days after delivery.
  5. We must be notified immediately, in writing, when hidden defects are discovered by the Customer.
  6. Insofar as the purchased item does have a defect, we shall, as we see fit, be entitled to render subsequent fulfilment by rectifying the defect or by supplying the Customer with a new defect-free replacement. In the event of rectifying a defect we will be obliged to cover all of the necessary expenses, such as packaging, shipping, travel and labour costs, to remedy the situation, provided that those costs are not increased by the fact that the product was brought to another location than the place of delivery and provided that the defect is discovered within 12 months of the date of delivery.  
  7. All parts, including used parts, that are replaced during the process of rectifying the defect pass into our property. Upon our request and at our expense these parts are to be returned to us.
  8. Should our attempt at rectifying a defect fail twice within the warranty period, the Customer is entitled to withdraw from the contract, or request a reasonable price deduction, at to the Customer’s own discretion. Additional warranty rights are excluded. In particular, the Customer is only able to claim damages as described in article 7 below.
  9. We will not be held liable for any consequences that result from repair work (maintenance or repairs) not expressly approved by us, and carried out incorrectly by the Customer, a third party and/or any other unauthorized personnel.
  10. Warning notice: In the event that Customers or end users intend to operate the Cellbox incubators continuously, in an unsupervised manner (24 hrs per day/7 days per week/365 days per year), we advise that irreplaceable or valuable samples and/or specimens are divided and stored in at least 2 separate Cellbox Incubators when possible. If the Customer is a dealer or distributor, the Customer is obliged to inform the end user of this warning notice.

 

  1. Liability
  1. We accept liability in accordance with the legal requirements of the governing law, insofar as the Customer claims damage compensation caused by intent or negligent behaviour (including the behaviour of our legal representatives and/or other vicarious agents) and only if such behaviour results in damage to life, body and health.
  2. We also accept liability resulting from the intentional or gross negligent violation of the Customer’s items or property by us, our legal representatives and/or our vicarious agents.
  3. Insofar as we (or our legal representatives or our vicarious agents) violate a contractual obligation, to be understood as an obligation that is essential for the performance under this contract, merely negligently, our damage compensation obligation is limited to the reasonably foreseeable and typically occurring damage. We do however not accept any liability for slightly negligent violation of the contractual obligations, to the extent that we do not violate obligations which are essential for the performance under this contract (‟Kardinalpflichten”).
  4. Any further liability, especially on account of lost profit or other damages such as punitive or exemplary damages shall explicitly be excluded, except in the case of deliberate misconduct or gross negligent behaviour on our part.
  5. Claims arising from tort or based on tort are limited or excluded based on the aforementioned rules contained in article 7.i to 7.iii. Any liability on the basis of the German Product Liability Act („Produkthaftungsgesetz“) due to bodily injury and damage to health shall not be influenced by the aforementioned limitation of liability.
  6. If the Customer withdraws from the contract without reason, we can demand 25% of the contractually agreed sum as compensation. Both parties have the right to provide evidence of higher or lower damages.

 

  1. Retention of Title

We reserve the right to ownership of all delivered goods until the Customer has settled all outstanding payments arising from our business relationship. The Customer is only allowed to sell the goods subject to retention of title in the ordinary course of business and may not pawn them, nor transfer them as security. The Customer is obligated to inform us, immediately, of any access to the reserved goods by a third party. The Customer is required to protect our rights of retention when reselling the purchased goods on credit and in particular to pass on the retention of title to its Customers.

  1. The Customer is obligated to insure the goods subject to retention of title against loss and damage and notify us in writing of the arrangement. If this is not arranged by the Customer, we have the right to arrange the aforementioned insurance ourselves at the expense of the Customer.
  2. The accounts receivable from the resale and/or further processing of the goods subject to title retention, and to the extent of our ownership share in the sold goods, as security, shall be assigned to us by the Customer. We accept these assignments in advance. The Customer is entitled to collect the outstanding payments, provided that the Customer meets the payment obligations to us and for as long as the financial situation of the Customer is not deteriorating. If the settlement of our claims appears to be in jeopardy, then the Customer must, at our request, enable the return of the goods subject to title retention to us. Additionally, the Customer is obligated to inform his purchasers of the claim assignments and provide us with all the necessary information and documentation. Furthermore, the right to collection expires when the Customer’s financial situation should deteriorate substantially. A substantial deterioration in the financial situation of the Customer is presumed for the last 10 days before any stay of payments or before an application to open insolvency proceedings. Repossession of the goods subject to title retention is not to be deemed a withdrawal from the contract.
  3. The retention of title as well as the securities entitled to us are in effect until full release from contingent liabilities (e.g. in the case of extended payment by cheque or bill of exchange), which we have entered into in the Customer’s interest.
  4. We are obligated to release the securities to which we are entitled, insofar as their value exceeds the value of the unpaid debt of the Customer by 20%.

 

  1. Place of Performance
  1. Place of Performance shall be our domicile (DE-23552, Lübeck)

 

  1. Place of Jurisdiction and Applicable Law
  1. In the event of any and/or all disputes arising from this contractual relationship, where the Customer is a business(man) or enterprise, a legal person governed by public law or a special fund under public law, any legal action must be brought before the court in Berlin that has legal jurisdiction for us. In addition to this we are also entitled to take the Customer to court at his domicile.
  2. This contract shall be governed by the laws of the Federal Republic of Germany. The UN-convention on Contracts for the International Sale of Goods ‟Vienna Convention of 1980”) shall be explicitly excluded.