General Terms and Conditions
for Online Sales
The sale of products of INDICAL BIOSCIENCE GmbH (hereinafter referred to as the ”Seller”) to entrepreneurs within the meaning of Sec. 14 German Civil Code (”Bürgerliches Gesetzbuch”, ”BGB”) shall exclusively be governed by the ”General Terms and Conditions for Online Sales of INDICAL BIOSCIENCE GmbH” (“GTCO”) in the version respectively in effect at the time of the conclusion of each contract. Any contradicting or deviating general terms and conditions of the Buyer shall not become part of the contract unless the Seller has expressly agreed to their applicability in writing. This shall also apply in the case that the Seller, with knowledge of contradictory or deviating terms and conditions of the Buyer, performs the contract without making a statement of reservation. The performance of services on behalf of the Buyer to the Seller’s products delivered shall be governed by the ”General Service Terms and Conditions of INDICAL BIOSCIENCE GmbH”, in the version respectively in effect at the time of the conclusion of each contract. INDICAL reserves the right to amend these GTCO at any time in which case the Buyer will be duly informed in advance.
a) A contract including these GTCO between the Buyer and the Seller is
concluded when the Buyer sends an order request entered by him/her in the INDICAL Online Shop by clicking on the "Submit"
button on the "Place order request/Confirm your order request" page
as a binding offer to the Seller and the Seller accepts this offer either by
order confirmation by e-mail or phone or by delivery of the goods ordered.
Any input errors can be identified by the Buyer on the "Place order request/Confirm your order request" page before submitting his/her binding order request and can be corrected using the "Edit" buttons.
b) The text of the contract, including these GTCO, will be stored by INDICAL after the conclusion of the contract. The text of the contract including these GTCO will be made available to the Buyer with the order confirmation.
c) The language available for the conclusion of the contract in the INDICAL Online Shop is English. These GTCO are available in German and English.
a) Delivery dates shall be approximate unless the Seller has acknowledged in writing such date to be binding.
b) Should the Seller fail to meet a stipulated delivery date, the Buyer may only rescind the contract or claim damages instead of the performance (”Schadensersatz statt der Leistung”) after unsuccessful expiration of a reasonable period of grace granted by the Buyer together with a warning of rejection by it. This does not apply insofar as the Seller is not responsible for its failure to meet the delivery date or the setting of a period of grace is dispensable pursuant to Sec. 323, para. 2 or 281, para. 2 BGB. In case of a partial fulfillment by the Seller, the Buyer shall only be entitled to rescind the entire contract (”Rücktritt vom ganzen Vertrag”) if it has no interest in the performance, taking into account an objective standard.
3. Only those units listed in the Seller's respectively valid price lists shall be deliverable. The Seller shall be authorized to make deliveries in installments. Each installment may be invoiced by separate interim invoice. With orders deliverable on call, notice thereof must be made at least two weeks prior to the designated delivery date.
4. Force majeure, company shutdowns, labor disputes or other impediments which are outside the Seller's responsibility which affect the Seller or its suppliers shall release the Seller from the contractual delivery obligations for the term of the disruption and its effects including a reasonable period for return to business.
5. The Seller shall determine the type and manner of shipping, unless otherwise instructed in writing by the Buyer. Shipping shall be made EXW (Incoterms 2020) final designation unless otherwise agreed with the Buyer. In the case of EXW (Incoterms 2020) the Buyer shall bear the risk of incidental loss or incidental deterioration of the goods shipped as soon as the Seller makes available the goods to the shipping carrier.
a) Prices shall include the packaging costs. Value added tax and transport charges shall be added thereon. The Buyer shall bear the shipment costs, insofar as not otherwise agreed.
b) Should the Seller, after expiration of four months from the date of the conclusion of the sales contract, i.e. usually after the Seller's order confirmation, generally increase or reduce its prices, then the prices in effect on the delivery date shall apply. This shall not apply if the Seller is responsible for a delay of delivery.
a) The Seller's invoices are payable and due 30 days after the invoice date.
b) Bills of exchange shall not be accepted as a means of payment. Checks shall only be accepted pending full discharge of the debt.
c) In the event of late payment, the Seller shall assess interest as of the due date, without a dunning notice, in the amount of 9 percentage points above the base interest rate within the meaning of § 247 BGB.
d) The Buyer may only set-off its own claims against due payments or claim a right of retention insofar as its claims are determined with res judicata effect, are non-disputed or are recognized. In addition, the Buyer shall not be permitted to assign its claims against the Seller.
a) The Seller reserves ownership title to the goods delivered by it until the Buyer has discharged all of its obligations arising out of the business relationship with the Seller. Payments of the Buyer shall be credited against claims of the Seller by maturity starting with the oldest unless any other payment purpose has been expressly stated by the Buyer.
b) The goods subject to reservation of title may neither be pledged nor transferred as security. The Buyer shall only be authorized to sell the goods subject to the reservation of title in the ordinary course of its business. The Buyer shall inform his/her customers accordingly about the reservation of title and keep it documented.
c) To secure the Seller's claims from the business relationship with the Buyer, the Buyer herewith now assigns to the Seller a first-priority creditor right to its accounts receivable resulting from the resale of the goods subject to reservation of title in the amount of the Seller's invoice. The Seller hereby accepts the assignment. Payments which the Buyer receives as payment for the sale of goods subject to reservation of title shall first be credited to that part of the total accounts receivable not assigned to the Seller, insofar as the payer does not expressly state otherwise.
d) Insofar as reservations of title in the Seller's favor exist or accounts receivable of the Buyer are assigned to the Seller, then the Buyer shall be obligated to provide any information necessary for the protection of the Seller's rights. This shall apply, in particular, to attachments or other forms of seizure or arrest by third parties on the goods or any accounts receivable assigned to the Seller. The costs of the Seller in connection with protection of its title shall be borne by the Buyer if and to the extent such costs are not reimbursed by the respective third party.
e) Subject to revocation of such right, the Buyer shall be authorized to collect the accounts receivable assigned to the Seller. The Seller's right to collect the assigned accounts receivable itself shall remain unaffected hereby.
f) Insofar as the value of the security granted exceeds the amount of the Seller's claims by more than 10%, the Seller shall be obligated to re-assign the security in the respective amount.
g) Upon the full satisfaction of the Seller's claims, including all auxiliary claims, the respective security shall be automatically transferred back to the Buyer without a special transfer action.
a) The Seller's products are designed for use in scientific research. The Seller has developed the products for this purpose. Any use of the Seller's products for medical treatment, for diagnostic purposes, shall only be permitted if such application is allowed pursuant to the statutory regulations applicable both to the Buyer and the user and, insofar as necessary, also an approval of the competent authority has been granted. In addition, such application of our products shall require the prior written consent of the Seller. Express instructions for use stated on the package (e.g., “in vitro Diagnosticum”) shall be deemed to be written approval of the Seller; such shall not, however, replace any governmental approvals which are necessary in the user's country.
b) Buyers who use the Seller's products for industrial production do so at their own risk. The sale of our products is not made for production purposes. The products are not capable of such usage. Any claims for damages shall be excluded in case of an industrial usage of our products.
a) Notifications of defects of goods delivered or deviations of quantity or incorrect deliveries shall be made in writing without undue delay after receipt of the goods. Latent defects shall be notified without undue delay after their discovery. The failure to observe these deadlines shall result in the automatic loss of any warranty claims which might otherwise have existed.
b) In case of justified objections, the Seller shall, within a reasonable period, supply the missing quantities, or, at the Seller's discretion, replace the goods or rectify the defect.
c) Should the Buyer have set a reasonable period of grace for subsequent performance within the meaning of Item 10 b), hereof, then the Buyer can, after unsuccessful expiration of the period set by it, demand either a reduction of the purchase price or rescind the contract. The requirement of the setting of a reasonable period of grace does not apply insofar as the setting of a period of grace is dispensable pursuant to § 323 para. 2 BGB, the subsequent performance failed, is unacceptable for the Buyer or has been refused by the Seller. In case of delivery of defective goods, the Buyer shall only be entitled to rescind the contract if he has no interest in the performance taking into account an objective standard.
d) The Seller shall be liable in accordance with the statutory provisions for damages and reimbursement of expenses which were caused by intentional misconduct or gross negligence of the Seller's legal representatives or management employees, for fraudulently non-disclosed defects, for personal damages, for claims pursuant to the German Product Liability Act, for initial impossibility insofar as the Seller had known or should have known of the initial impossibility at the time of the conclusion of the contract, and for stipulated attributes of the products sold, insofar as the Seller assumed a guarantee for their attributes. The Seller shall be liable for damages and reimbursement of expenses in the amount of the typical and foreseeable losses resulting from negligent violations of the Seller's essential contractual obligations or fundamental obligations and for damages caused by the Seller's employees as a result of gross negligence or intention without violating essential contractual provisions or fundamental obligations. As used herein, ”fundamental obligations” shall mean such obligations the fulfilment of which is a prerequisite for the transaction of this agreement and which are trusted to be complied with by the Buyer or on the fulfilment of which the Buyer may regularly trust. In case of a partial performance or the delivery of defective goods, the Buyer shall be entitled to damages instead of the entire performance (”Schadensersatz statt der ganzen Leistung”) or reimbursement of expenses only if it has no interest in the performance taking into account an objective standard. Otherwise, any liability shall be excluded.
e) No warranty claims or damage claims or reimbursement of expenses shall be allowed in the event of inappropriate handling and processing of the Seller's products. Same applies in cases of usage for an unintended purpose. No liability shall be assumed for parts subject to wear and tear such as movable parts, hoses, syringes, etc. Provided that the Seller has not maliciously concealed a defect or otherwise warranted certain attributes within the context of a guarantee, the Seller shall only be liable for defects to used INDICAL products within the framework of the particular terms contained in a Service Support Agreement concluded between the Buyer and the Seller.
f) The limitation period for claims of the Buyer resulting from defects shall be one year following delivery of the goods. Should the Buyer be in default of acceptance, then the limitation period shall start to run upon the transfer of risk. Claims of the Buyer other than claims based on defects, in particular, claims on the basis of accessory obligations or pre-contractual liability shall be time-barred two years after delivery of the products. The aforementioned limitation periods shall not apply to claims of the Buyer pursuant to Item 10 d) hereof to which it is entitled on the basis of the same facts.
a) The Seller has not subjected itself to any code of conduct within the meaning of Art. 246c No. 5 EGBGB.
b) Place of performance and payment shall be Leipzig. For Buyers who are businesspersons or who have their domicile outside of the Federal Republic of Germany, place of jurisdiction shall Leipzig. The Seller may, however, elect to have such disputes decided by the courts having jurisdiction at the statutory place of jurisdiction of the Buyer.
c) German law shall apply. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
General Terms and Conditions of Service
a) "Customer" refers to any natural or legal person who commissions INDICAL with the service specified in the Service Agreement.
b) "INDICAL” refers to INDICAL BIOSCIENCE GmbH, Deutscher Platz 5b, 04103 Leipzig, Germany
c) "Laboratory Equipment" refers to a device for the preparation and/or cleaning and/or analysis of samples and/or any other device or other technical equipment specified in the Service Agreement.
d) "Service” refers to a service for the Customer described in the Service Agreement.
e) "Parts" refers to other goods and merchandise supplied by INDICAL to the Customer under the Service Agreement.
f) "Service Agreement" refers to an agreement between the Customer and INDICAL for the provision of services in accordance with an offer from INDICAL accepted by the Customer.
2. General Terms and Conditions
a) These General Terms and Conditions (hereinafter referred to as "GTC") apply exclusively to all Services provided by INDICAL, regardless of whether they are services based on a service agreement or other works or services. Our conditions also apply if we have knowledge of the Customer's conflicting or deviating conditions and execute the contract without reservation.
b) Unless specifically agreed in writing and signed by an authorised representative of INDICAL, information and advice provided verbally or in publications intended for the public prior to the conclusion of a service agreement are always non-binding and do not form part of the Service Agreement.
c) Declarations made by INDICAL will only be made in writing by an authorised representative. In addition to the conclusion of the contract, this also applies in particular for explanations of individual terms of the contract, warranties and warranty rights.
3. Service requirements for Laboratory Equipment
Unless otherwise agreed in writing with INDICAL, any Laboratory Equipment that (i) has been used improperly or not as intended, or subjected to any unusual physical or electronic stress, (ii) has been modified by the Customer without INDICAL's prior approval, (iii) was not serviced by INDICAL or was attempted to be serviced by third parties, (iv) was moved to another location without INDICAL's approval, is not covered by the Service Agreement. INDICAL's standard prices do not apply to the aforementioned Laboratory Equipment.
4. Contract Start
The Service Agreement will come into effect on the date specified in the Service Agreement or on the date on which INDICAL commences the service or delivery of the Parts, whichever is earlier ("Contract Start").
a) INDICAL is to provide the Services agreed in the Service Agreement. Unless otherwise expressly agreed in the Service Agreement, the Service does not include any remedial measures in the event of an operational shutdown of the Laboratory Equipment. INDICAL may choose to use new or reconditioned Parts at its discretion. Any component replaced by INDICAL during the performance of the Service becomes the property of INDICAL. The Customer will ensure that the component is free of third party rights and indemnifies INDICAL from any third party claims arising out of any existing or alleged infringement of any third party rights and any defence against such claims.
b) The Service is to be provided during normal working hours from Monday to Friday between 9:00 am and 5:00 pm. Exceptions to this are public holidays, unless INDICAL expressly agrees different times in writing.
c) INDICAL is permitted to transfer its contractual obligations under the Service Agreement and the GTC to subcontractors.
d) Unless expressly stated in the Service Agreement, the following is not covered by the Service: (i) The supply of consumables, wearing parts and accessories (in particular bulbs, glass parts, filters, syringes, hoses, air filters, storage media of any kind, printer accessories, columns, thermostatic plates); (ii) the recovery of data in the event of loss or damage to the data carrier (especially hard disks) and/or software; (iii) changes or relocation of the Laboratory Equipment; (iv) application support for protocol/method development and Customer training. The aforementioned services may be offered and performed separately, unless they are already covered by the Service Agreement.
6. Obligations of the Customer
a) The Customer shall provide the Laboratory Equipment with an appropriate
environment in accordance with the specified operating conditions and with
precautionary measures to prevent malfunctions, in particular through power
loss in the power supply, and carry out the maintenance measures prescribed by
An "appropriate environment" means, in particular, that the storage/installation and operation of the Laboratory Equipment must take place on a level surface, free of impacts and vibrations.
b) In the event of faults in the Laboratory Equipment, the Customer must notify INDICAL immediately and grant INDICAL personnel unrestricted access to the Laboratory Equipment upon request. If necessary, the Customer is to provide the INDICAL staff with access authorisations (ID cards).
c) Unless otherwise specified in the Service Agreement, the Customer will provide INDICAL with the consumables needed for the Service.
d) The Customer will undertake a data backup before the Service is carried out by INDICAL, in particular to secure parameters and functional data for the Laboratory Equipment.
e) After the Service has been performed, the Customer will confirm to INDICAL that the Laboratory Equipment is in proper operating condition and functions as intended.
f) The Customer should ensure proper working conditions for the INDICAL staff and provide the necessary emergency instructions.
7. Delivery and execution of the service
a) Specified dates and times for the execution of the Service or the delivery of Parts are not covered by the Service Agreement. Indicated times are not binding unless the Service Agreement expressly states otherwise. If the stated times cannot be met, despite all reasonable efforts, INDICAL is entitled to change these without prior notice.
b) At INDICAL’s discretion, the supply of Parts can be made in several individual deliveries. The delay with a single delivery does not entitle the Customer to assert claims for damages or to withdraw from the Service Agreement or not to accept the delivery, unless the Customer is not interested in a partial delivery.
c) Unless otherwise agreed, deliveries are made ex works INDICAL (EXW Incoterms 2000). Delivered goods remain the property of INDICAL until full payment of the amount owed by the Customer to INDICAL. The Customer will keep the goods in trust for INDICAL until full payment has been made. INDICAL can reclaim unpaid goods from the Customer at any time.
d) The Customer grants INDICAL an irrevocable right of access to the Customer's premises/buildings during normal business hours for the purpose of executing the Service Agreement and for the collection of the goods and other materials owned by INDICAL.
The Customer is obligated to pay for the Service and the goods in accordance with the Service Agreement. Unless otherwise specified by INDICAL in writing, the prices for the Service and the goods do not include transportation, insurance, licence fees, customs duties, sales, commercial or other similar taxes. These are to be paid separately by the Customer except those levied on the net income of INDICAL. The list prices valid at the Contract Start and, in the case of a contract extension, the list prices valid at the time of the extension, shall apply.
9. Terms of payment
The payment for the Service and goods is made net
a) in accordance with the Terms of Payment of the Service Agreement or, if this is not provided for in the Service Agreement or in the event that the price of the Service or goods exceeds the agreed scope,
b) 30 days after the date of invoicing. If invoicing according to letter. (b), the Customer is not entitled to deduct any discounts mentioned in the Service Agreement.
a) Insofar as there is a defect in the performance provided by INDICAL, INDICAL is entitled to subsequent performance, i.e. at its own discretion to remedy the defect or redeliver the service again. The Customer has to fulfil its obligations to cooperate here, e.g. to make the system in question accessible to INDICAL.
b) If INDICAL is unwilling or unable to remedy the defect, or if it is delayed beyond reasonable deadlines for reasons for which INDICAL is responsible, or if the subsequent performance fails in any other manner, the Customer is entitled to demand a corresponding reduction of the remuneration. A right to withdraw from the contract does not exist for the Service Agreement as a whole, rather only for the partial Service in question. Should it be unreasonable for the Customer to abide by the Service Agreement as a whole, it can terminate it after unsuccessful setting of a grace period with a threat of refusal with effect for the future. Compensation claims instead of the entire performance exist only if the Customer has no interest in the service provided, subject to application of objective criteria.
c) INDICAL warrants that its services will be provided only by specially trained and appropriately equipped staff.
11. Health and safety
a) The Customer must ensure that its employees, subcontractors and other vicarious agents working in the immediate and adjacent environment of the Laboratory Equipment and Parts are adequately trained and comply with applicable occupational health and safety regulations. In addition, the Customer warrants that a properly trained employee or a third party authorised by the Customer will be present at the Laboratory Equipment during the performance of the Service and is available within sight of the INDICAL employee performing the work.
b) The Customer will ensure that the Laboratory Equipment is disinfected and decontaminated before performing the aforementioned Service.
12. Limitation of liability
a) For essential third party products, e.g., spare parts, the liability of INDICAL is limited to the assignment of claims that INDICAL has against the supplier of the third party product. Should the claim against the supplier of the third party product fail, the Customer's claims for defects set out herein shall be deemed to be against INDICAL.
b) INDICAL shall not be liable for damages arising from the breach of a Customer's obligation under the Agreement or these Terms and Conditions, or for any damage resulting from improper or unintended use, unless caused by INDICAL. No liability is accepted for wear parts such as moving parts, hoses, syringes, etc. Sentence 1 of this clause remains unaffected herefrom.
c) INDICAL is liable for damages or the reimbursement of expenses, for
whatever legal reason, exclusively in accordance with the following provisions:
INDICAL shall only be liable for damages or the reimbursement of expenses in so
far as it, its executives or vicarious agents are guilty of intent, gross
negligence or culpable injury to life, limb or health or if it is deemed liable
pursuant to the Produkthaftungsgesetz [German product liability act]. INDICAL
is also liable for the culpable violation of essential contractual obligations
or so-called cardinal obligations; in the case of only slightly negligent
causation, INDICAL is liable to a limited extent for the amount of the
contractually typical and foreseeable damage. INDICAL’s liability is also
limited to the amount of contractually typical and foreseeable damage for
damages caused by simple vicarious agents through gross negligence or intention
without breach of essential contractual obligations or cardinal obligations.
The limitations of liability contained in this Sec. 12 shall not apply if INDICAL has fraudulently concealed a defect or has accepted a guarantee for the quality of the service and in the event of initial impossibility, unless INDICAL knew or should have known about the initial impossibility at the time the contract was concluded. Otherwise, any other liability is excluded. In particular, INDICAL is not liable for consequential damage or damage caused to other items than the contractual system(s) itself unless the consequential damage is due to the violation of a cardinal obligation. If the liability of INDICAL is excluded, this also applies to the personal liability of its employees, workers, representatives or vicarious agents.
d) The limitation period for claims for defects is one year from
performance of the service. The period of limitation for claims for damages or
reimbursement of expenses against INDICAL, which are not based on a defect of
the service, is two years from the date of the claim.
If the service consists exclusively in the delivery of a spare part, the limitation period for claims for defects is 90 days. The aforementioned limitation periods shall not apply if INDICAL has fraudulently concealed a defect or provided a guarantee for the quality of the service to be rendered by it. In the case of liability for a breach of cardinal obligations, for the injury of life, body or health for which INDICAL, its legal representatives or vicarious agents are responsible, due to a grossly negligent or intentional breach of duty by INDICAL, its legal representatives or vicarious agents, due to claims from initial impossibility or for claims under the Produkthaftungsgesetz, the statutory periods of limitation shall apply.
13. Software licence
If the Laboratory Equipment and Parts contain computer software, the Customer is entitled to use it only for its own operational purposes and for the service life of the Laboratory Equipment and Parts. The Customer is aware of the fact that the computer software is the intellectual and proprietary property of INDICAL or its licensor and that the right to copyright in the computer software belongs exclusively to INDICAL or its licensor. The Customer will not modify, edit or make available the computer software to third parties without the prior written consent of INDICAL, in particular not through sale, rental, licensing or otherwise. The Customer is only entitled to make a backup copy of the computer software within the scope of Sec. 69d (2) UrhG [German copyright act]; beyond this, the copying of the computer software is only permitted with the prior written consent of INDICAL. Furthermore, the Customer is not entitled to modify or remove any information contained in the software regarding copyright, trade secrets, patents or other legal information.
The Customer undertakes to keep all information regarding the business operation or business affairs of INDICAL, in particular, data transmitted by INDICAL concerning the design, structure and manufacturing methods of the Laboratory Equipment and Parts, as confidential and not to disclose these to third parties, companies or others businesses. This confidentiality obligation of the Customer is not applicable, if the Customer can provide proof that (i) the information was already public knowledge, (ii) the information becomes publicly accessible through no fault of the Customer, (iii) the information was already available to the Customer before the conclusion of the contract, or (iv) the information was lawfully disclosed to the Customer by a third party.
15. Force majeure
Neither party shall be liable for a breach of a contractual obligation, if such is due to force majeure, in particular due to governmental action, strikes, natural disasters, unavoidable events, war, insurgency, civil unrest, fire, flood or water damage, explosions, trade barriers, delays in delivery, non-receipt or withdrawal of an export or import licence and such is not within the sphere of influence of the party concerned.
16. Term and termination
a) Either party may terminate the Service Agreement if (1) the other party fails to meet its obligations under the Service Agreement and fails to do so within 30 days of written request, or (2) the other party becomes insolvent or initiates insolvency proceedings or such is initiated by third parties. This also applies in the case of other proceedings aimed at insolvency administration, fiduciary administration, or the recovery of assets in favour of creditors. Otherwise, the right to extraordinary termination remains unaffected pursuant to Sec. 626 BGB [German civil code].
b) Incidentally, the Customer cannot terminate the Service Agreement without the prior written consent of INDICAL. In this case, INDICAL is entitled to charge the Customer for the costs incurred due to the expenses. The Customer is allowed to prove that an expense was not incurred at all or was substantially lower than the amount charged.
c) Termination of the Service Agreement shall not affect the rights and obligations of both parties arising in advance. In the event of INDICAL's termination of the Service Agreement in accordance with Section 16 (a), the Customer remains obligated to pay any outstanding compensation under the Support Agreement to INDICAL for the current contractual year.
d) No. 10 to 15 of these Terms and Conditions remain in force even after the termination of the Support Agreement.
17. Final provisions
a) German law applies. Leipzig is the place of jurisdiction for Customers who are merchants or do not reside in the Federal Republic of Germany. However, INDICAL may optionally choose to take recourse to the courts at the Customer's place of general jurisdiction.
b) The Service Agreement may not be assigned or transferred to third parties by either party, in whole or in part, without the written consent of the other party. INDICAL is however entitled to assign or transfer the Support Agreement to Group companies (subsidiaries, affiliated companies).
c) If a party does not assert claims under this contract, this does not mean that these claims are waived.
d) Any extension, modification, or side agreement in relation to these GTC requires the written consent of both parties, which must be signed by a person authorised to represent.
e) Should individual provisions of this contract be or become invalid, the validity of the remainder of the GTC shall not be affected thereby. The same applies in the case of a regulatory gap.
f) In the event that these GTC are translated into a language other than German, only the German version shall be binding.
Last update: 07 July 2020