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General Terms & Conditions
Eppendorf South Pacific Terms & Conditions
General Terms and Conditions of Business
1) DEFINITIONS
a) “ACL” means the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended from time to time;
b) "Customer" means the consumer/buyer of the Goods as defined in section 3 of the Australian Consumer Law;
c) “Goods" means the products and services offered by Eppendorf.
d) "Eppendorf" means Eppendorf South Pacific Pty. Ltd., Level 1, 97 Waterloo Road, Macquarie Park, NSW 2113;
e) “Terms” means these terms and conditions and any agreement entered into for the provision of Goods by Eppendorf to the Customer including but not limited to any credit application made by the Customer to Eppendorf.
2) BINDING AGREEMENT / TERMS OF SALE
Unless otherwise agreed in writing, the Customer will be bound by these Terms if the Customer places a purchase order with Eppendorf by any means (i.e., letter, fax, email, phone, or clicks the “Submit / Checkout” button on the Eppendorf eShop web site).
Eppendorf is not bound by any Terms contained in any document issued by the Customer, unless previously agreed to in writing.
Eppendorf’s quotation, promotional offers, eShop prices and offers, and these Terms constitute the entire agreement between Eppendorf and the Customer for each order.
3) ACCEPTANCE & SUPPLY OF ORDERS
Eppendorf reserves the right to accept or reject any order for Goods and may withhold Goods contracted to be sold if there are reasonable grounds to doubt the solvency of the Customer. In such circumstances the Customer agrees that Eppendorf may withhold Goods without repudiating the contract and without incurring any liability whatsoever.
The supply of Goods is subject to availability. Eppendorf reserves the right to suspend or discontinue the supply of Goods or services to the Customer. If Eppendorf is unable to supply all of the Customer’s order, these Terms continue to apply to any part of the order supplied.
Eppendorf accepts no responsibility whatsoever for errors in dimensions, quantities, specifications or otherwise where orders for any Goods are placed on Eppendorf by the Customer other than in writing.
4) ORDER CANCELLATIONS
Following receipt of a purchase order from the Customer, Eppendorf will issue an Order Confirmation. Such confirmed orders cannot be cancelled without prior written approval from Eppendorf.
5) PRICES & GST
a) Unless otherwise stated, all prices quoted are exclusive of GST.
b) Prices are recommended prices only at the date of quotation and may be subject to change without notice. They may also vary due to fluctuations in exchange rates, rates of freight, insurance, customs duties, shipping expenses, packing, sorting and stacking charges, cartage, installation, and cost of materials and production.
c) Any GST or similar tax imposed by law on the supply of the Goods or services will be recoverable from the Customer.
d) Eppendorf charges a fee of $30 per order when the order value is $150.00 or lower, excluding GST, unless otherwise agreed in writing, except for eShop orders which are not subject to a minimum order value.
6) DELIVERY
a) Unless otherwise agreed in writing by Eppendorf, delivery is at the Customer’s premises.
b) The time of delivery in any quotation represents the time at which the Goods are to be ready for despatch from Eppendorf’s distribution centres and further time is to be allowed to cover transit to points of delivery. If a delivery or installation date is specified Eppendorf will use its best endeavours to make delivery on the specified date. That date is an estimate only and the Eppendorf is not liable for any loss or damage sustained by the Customer or any person due to delay in delivery or installation.
c) Eppendorf will make all reasonable efforts to have the Goods delivered to the Customer on the date agreed between the parties as the delivery date. However, Eppendorf will not be liable for late or non-delivery or any loss, damage or delay occasioned to the Customer or its customers arising from late or non-delivery or late installation. The Customer acknowledges that delivery does not include unloading from the carrier upon arrival at the place of delivery, unless otherwise specified (e.g. in a quotation, contract or similar).
d) Eppendorf reserves the right to make a reasonable charge for storage if delivery instructions are not provided by the Customer within fourteen days of a request by Eppendorf, or if the Customer requires delivery to be postponed or is unable to receive the Goods for any reason. Eppendorf may store the Goods at its own or other premises at the Customer's risk.
e) Packaging materials and method of consignment shall be at Eppendorf's discretion. A special charge may be made to meet the cost of the Customer's specific packaging or consignment requirements.
f) Unless otherwise stated in a quotation or contract/agreement, Eppendorf will charge at least $45 (excl. GST) per order for deliveries to the Customer in Australia.
g) In the case of Goods which Eppendorf undertakes to install, it is the Customer’s responsibility to provide any service utilities required, including electric power outlets, drains, water outlets, etc. Any hire costs for special handling equipment and any associated charges will be additional for the Customer’s account. Installation will be made at the time specified in the order and the Goods will be at the Customer’s risk.
7) PASSING OF RISK & TITLE
Goods supplied by Eppendorf to the Customer are at the Customer’s risk and Customer retains title immediately on delivery to the Customer in accordance with clause 5. Title to any software incorporated within or forming part of the Goods shall at all times remain with Eppendorf or the licensor(s) thereof. The Customer must insure the Goods at its cost from delivery of the Goods until they are paid for in full against such risks as are usual or common to insure against in a business of a similar nature to the Customer.
8) PAYMENT
a) Unless agreed otherwise, if the Customer has an approved credit account, payment must be made in full within 30 days of the date of invoice.
b) Payments via credit card may attract an administration fee.
c) If any part of an invoice is in dispute, the balance will remain payable and must be paid when due. The Customer has no right to offset any claim against Eppendorf from monies owing to Eppendorf.
9) CUSTOMER DEFAULT
If the Customer does not make payment by the due date; or, exceeds its credit limit at any time; or, commits any other material breach of these Terms; or, an insolvency event in respect of the Customer arises or is reasonably suspected by Eppendorf, Eppendorf may (without limiting any other right or claim it may have against the Customer) do any or all of the following:
a) charge the Customer interest calculated on a daily basis on any portion of the Customer’s account that is overdue at the RBA official cash rate plus 4.5% p.a. calculated from the date the payment was due until the date the payment is made;
b) vary or withdraw any approved credit limit and/or Terms of trade;
c) cancel or suspend any unfilled orders or cease providing the services;
d) terminate any orders or contracts between Eppendorf and the Customer and demand immediate payment of any monies due and outstanding under those orders or contracts;
e) cancel any rebate, discount or allowance due or payable by Eppendorf as at the date of the event;
f) enter (at any time) any premises in which Eppendorf’s Goods (including any merchandising materials) are stored, to enable Eppendorf to inspect the Goods and to reclaim possession of the Goods without liability for the tort of trespass, negligence or payment of any compensation to the Customer whatsoever;
g) lodge a caveat or other similar instrument over any property of the Customer; or
h) institute any recovery process as Eppendorf in its discretion decides at the Customer’s cost and expense.
10) FORCE MAJEURE
If Eppendorf is prevented from or delayed in performing any of its obligations under the contract by force majeure, including but not limited to strikes, lock outs or other industrial action, whether or not caused by or involving employees of Eppendorf, then Eppendorf may give notice in writing to the Customer of the circumstances constituting force majeure and the obligation which is delayed or prevented from being performed and shall then be excused from compliance with such obligation for as long as force majeure continues.
11) LIABILITY
a) Except as specifically set out in these Terms or contained in any warranty statement provided with the Goods, any term, condition, warranty or consumer guarantee in respect of the Goods, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded to the maximum extent permitted by law.
b) Repair or replacement of the Goods, or part of the Goods or the re-supply of services or payment for the re-supply of services is the absolute limit of Eppendorf’s liability howsoever arising under or in connection with the sale, use of, storage or any other dealings with the Goods by the Customer or any third party to the maximum extent permitted by law.
c) Eppendorf is not liable for:
i) any indirect or consequential losses or expenses suffered by the Customer or any third party, however caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party;
ii) any loss or damage suffered by the Customer or any third party where Eppendorf fails to meet any delivery date or cancels or suspends the supply of Goods; and
iii) any loss or damage suffered by the Customer in relation to any services provided by the Customer's servants or agents.
d) Nothing in the Terms is to be interpreted as excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of Goods which cannot be so excluded, restricted or modified.
e) The Customer acknowledges that it has the sole responsibility of satisfying itself that the Goods are suitable for the Customer's use or contemplated use.
f) Subject to the ACL.
12) WARRANTY
a) Eppendorf offers a limited warranty for its Goods against defects and workmanship and materials, subject to the limitations and exclusions set out in this warranty which is given subject to and in addition to other rights and remedies the Customer has under any law in relation to the Goods to which this warranty relates, including but not limited to the rights provided by the ACL. This warranty does not limit or restrict the Customer’s rights.
b) Where the ACL applies (Goods under $40,000), the Goods come with guarantees that cannot be excluded under the ACL. The Customer is entitled to replacement or a refund for a major failure and for compensation for any other foreseeable loss or damage. Eppendorf may decide to repair, replace or refund products if the Goods are considered to have a minor failure.
c) Eppendorf warrants that, subject to the exclusions and limitations set out in these Terms, the Goods provided by Eppendorf will be free from defects in materials and workmanship under normal usage ("Warranty"), for the Goods’ specified warranty period from the date of invoice ("Warranty Period").
d) To the maximum extent permitted by law, this Warranty does not cover:
i) products packaged or labelled by someone other than Eppendorf or its authorised dealers;
ii) products not used in compliance with the specifications or Goods not cared for or used, serviced or maintained in accordance with the product manuals, instructions or training provided by Eppendorf;
iii) defects due to misuse, alteration, unauthorised repair or negligent handling, or defects due to lack of care, neglect or accident by the Customer, or servant or agent of the Customer, including but not limited to storage or handling of the Goods;
iv) personal injury, property damage, consequential or economic loss, however caused;
v) modification, repair or alteration of the Goods by someone other than Eppendorf; or
vi) Goods that have been subject to abnormal conditions, whether of temperature, water, humidity, pressure, stress or similar.
e) To the maximum extent permitted by law and other than the Warranty stated above, Eppendorf makes no representations or warranties of any kind whatsoever express or implied in respect of the Goods.
f) All warranty claims must be made within the timeframe stipulated in this warranty for the Warranty to be honoured by Eppendorf.
g) If a defect appears in the Goods before the end of the Warranty Period and Eppendorf finds the Goods to be defective, Eppendorf will, in its sole discretion, either:
i) replace or repair the Goods or the defective part of the Goods free of charge;
ii) cause the Goods or the defective part of the Goods to be repaired or replaced free of charge; or
iii) refund the purchase price of the Goods to the Customer if the defect is considered major according to the ACL.
h) If a fault covered by this Warranty occurs in relation to Goods, the Customer must notify Eppendorf in writing to info@eppendorf.com.au or by telephone by calling (02) 9889 5000 to advise of the fault, including details of the nature of the warranty claim and the purchase order and invoice number as well as item, batch and/or serial number. Eppendorf will contact the Customer and, where possible, assess the claim over the telephone.
i) Provided that a claim is made within the Warranty Period and the Warranty applies, all direct costs associated with the replacement of the Goods will be borne by Eppendorf. Eppendorf may, in its sole discretion choose to have the Goods returned to Eppendorf for any warranty investigation or replacement or repair, with the costs of transport each way to be borne by Eppendorf for valid warranty claims.
j) Where a valid warranty claim is made by the Customer in accordance with these Terms, and it is accepted by Eppendorf, the cost of repaired or replaced Goods will be borne by Eppendorf.
k) Where Eppendorf incurs costs in investigating a warranty claim that is ultimately deemed by Eppendorf not to be valid, the Customer shall be liable to reimburse Eppendorf for all freight and other incidental costs incurred by Eppendorf in its investigations of the warranty claim by the Customer.
l) The Warranty is limited to defects in the materials or workmanship of the Goods and does not cover expendable or ancillary items, consumable items or the replacement of Goods due to fair wear and tear, abuse or misuse.
m) Subject to the ACL, Eppendorf is not liable for, and the Customer releases Eppendorf from, any claims in respect of faulty or defective design of any Goods supplied by Eppendorf where the Customer has provided the design of the Goods to Eppendorf. Eppendorf's liability under these circumstances is limited strictly to the replacement of defective parts in accordance with the Warranty in this clause 11.
n) This warranty is in addition to any statutory warranties available to the Customer that cannot be excluded.
13) INDEMNITY
The Customer shall comply with all instructions of Eppendorf in relation to the handling, storage, sale and use of the Goods. The Customer shall keep Eppendorf indemnified against all losses, claims, damages or liabilities of whatsoever nature including, without limitation, claims for death, personal injury, damage to property and consequential loss, which arise in connection with a breach of these conditions or negligence of the Customer or its employees, agents and duly authorised officers to the maximum extent permitted by law.
14) WAIVER
A failure by Eppendorf to insist upon strict performance of any Terms will not be deemed to be a waiver of its rights under this contract or a waiver of any subsequent breach by the Customer of any condition.
15) INDUSTRIAL PROPERTY RIGHTS
The Customer shall not alter, remove or in any way tamper with any of the trade or other marks or numbers of Eppendorf attached to or placed upon the Goods, their packaging or any promotional or marketing material.
16) CLAIMS / PRICE DISPUTES
In the event that that any prices/charges made by Eppendorf are in dispute, the Customer must notify Eppendorf of such disputed prices/charges within 30 days from date of invoice. Claims disputing receipt of Goods must also be made within 30 days of date of invoice.
17) RETURNS AND DEFECTIVE GOODS
The Customer must inspect the Goods or services immediately following delivery or completion of the services (as the case may be). The Customer may only return Goods with the prior approval of Eppendorf; and then the following conditions apply:
a) A written claim must be received within seven (7) days after delivery of the Goods;
b) the original invoice number and date must be quoted;
c) on approval of the written claim Eppendorf will issue a Goods Returns Authorisation (GRA) which is to be attached to the Goods when returned in a manner that does not alter or damage the original packaging aesthetics. The GRA may include biohazard decontamination procedures and other product-specific handling instructions;
d) Goods must be returned within 14 days of date of despatch in their original and unmarked condition, complete with any instruction manuals supplied and unmarked original packaging (unless the return pertains to a warranty claim for the specific Goods);
e) outward and inward freight and transport charges are the responsibility of the Customer. If not pre-paid by the Customer, freight will be deducted from the amount of credit;
f) a re-stocking fee applies: the higher of $100 or 30% of the value of the Goods; and
g) no responsibility will be accepted for any delays in passing credit caused by Goods being incorrectly branded or returned without adequate identification of both sender and Goods returned.
h) Eppendorf will not accept returns for credit for Goods that: are not held in stock by Eppendorf in Australia; are spare parts not able to be traced by serial or lot numbers; are specially made; purchased to a firm and irrevocable order; and any Goods altered or damaged by the Customer.
i) Any claim that the Goods or services are not in accordance with these Terms (including if they are defective, damaged during delivery, are short delivered or services not as per contract) must be made at the time of delivery/services provided or in writing to Eppendorf within seven (7) days after delivery of the Goods/completion of the services to the Customer. If the Customer fails to make a claim then, to the extent permitted by ACL, the Goods and/or services are deemed to have been accepted by the Customer and the Customer must pay for the Goods or services in accordance with these Terms.
18) GOODS ON LOAN
In the event that Eppendorf approves Goods to be loaned to the Customer then the Customer must:
a) only use the loan Goods for normal daily use and for evaluation purposes and in the manner which Eppendorf directs;
b) exercise the utmost care and diligence in relation to the loan Goods;
c) not sell, hire, re-loan, demonstrate to a third party or use in a commercial manner the loan Goods or otherwise charge, pledge or part with possession of the loan Goods;
d) not alter, modify, tamper or make any other adjustments to the loan Goods;
e) return loan Goods in their original and unmarked condition, complete with any instruction manuals supplied.
f) warrant that it has the necessary skill and expertise to enable the loan Goods to be sufficiently evaluated so as not to cause loss or damage to the loan Goods.
g) comply with Eppendorf’s requests for the return of the loan Goods (which Eppendorf is entitled to do prior to the loan period ending, without giving any reason or prior notice), or the loan period ends without the Customer buying the loan Goods, the Customer must either return the loan Goods to Eppendorf promptly at the Customer’s expense or allow Eppendorf to enter its premises for the purpose of taking possession of the loan Goods.
h) if, on return to the Eppendorf, the loan Goods require repair to restore them to their condition at the time of the initial loan (other than reasonable wear and tear), Eppendorf will be entitled to recover from the Customer the reasonable cost of repairing or replacing the loan Goods. If the loan Goods are used with bio-hazardous materials, the loan Goods must be decontaminated at the Customer’s expense prior to return.
i) obtain the prior written consent of Eppendorf to extend the loan period.
j) insure the loan Goods, which remain the property of Eppendorf from the time of delivery until return to Eppendorf, with a recognised and reputable insurance company against any loss to the loan Goods, damage to real and personal property or injury to or death of, any person caused by the use of the loan Goods by the Customer.
k) notify Eppendorf promptly if any of the loan Goods fail to perform to specified standards.
19) TECHNICAL MAINTENANCE SERVICES
a) The Customer may order technical maintenance services from Eppendorf for Goods for a period specified in the order and agrees that such orders continue automatically for additional 12 month periods unless terminated by either party at least 30 days prior to the commencement of a new 12 month period.
b) Maintenance services will be performed by a service technician who will make the specified number of routine calls during the service period as per the order.
c) Where the nature of the repair work required is such that the value of parts to be supplied or the work to be performed would necessitate an additional charge being made, such work will only be done on the authority of an authorised officer from the Customer.
d) Maintenance services does not include repair damage due to fire, water, accident, abuse, negligence wilful act or default by the Customer. Abuse includes any damage resulting from the operation of the serviced equipment other than in accordance with the operating instructions provided by Eppendorf or its authorised representatives.
e) The Customer must notify Eppendorf of any change to the location of the equipment which forms part of the order for maintenance services. Eppendorf reserves the right to terminate this order or to increase the service charges if additional costs are, or would be incurred by reason of such change in location.
20) HEALTH, SAFETY & OTHER REGULATIONS
a) It is the Customer's responsibility to observe all applicable health, safety and other regulations and to take appropriate steps in relation to the storage, handling, sale and use of the Goods. Where information is supplied to the Customer about potential hazards relating to the Goods, the Customer must bring such information to the attention of its employees, agents, sub-contractors, visitors and customers.
b) If Eppendorf’s employees or authorised representatives attend any premises as directed by the Customer to install or apply any Goods or perform any services, the Customer will ensure appropriate policies and procedures are in place and followed and generally implement good industry practice (including occupational health and safety policies and risk assessments for any dangerous or potentially dangerous activities) and act consistently with Eppendorf’s policies as notified to the Customer.
21) PRIVACY
By accessing Eppendorf South Pacific’s website, you accept our privacy policy. You also accept that the use of our website may be monitored, tracked and recorded.
Any information given on Eppendorf South Pacific’s website is for information purposes only. It is believed to be reliable and is subject to change without any prior notice. Products and services described may differ from time to time.
Eppendorf reserves the right to change without notice the data submitted by Eppendorf as a result of general changes to the products or generally for technical reasons, provided that the subject of sale is not adversely affected whether generally or in any respect which is important for the use and maintenance of the product.
22) SEVERABILITY
If any provision of these Terms is unenforceable, illegal or void, that provision is severed and the other provisions of these Terms remain in force.
23) VARIATIONS
Eppendorf may amend or vary these Terms by notifying the Customer in writing of the amendment or variation.
24) APPLICABLE LAW
This contract is made in New South Wales, being the place from which this document is issued, and the parties agree that all disputes between them shall be governed by the laws of New South Wales, Australia.
a) “ACL” means the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended from time to time;
b) "Customer" means the consumer/buyer of the Goods as defined in section 3 of the Australian Consumer Law;
c) “Goods" means the products and services offered by Eppendorf.
d) "Eppendorf" means Eppendorf South Pacific Pty. Ltd., Level 1, 97 Waterloo Road, Macquarie Park, NSW 2113;
e) “Terms” means these terms and conditions and any agreement entered into for the provision of Goods by Eppendorf to the Customer including but not limited to any credit application made by the Customer to Eppendorf.
2) BINDING AGREEMENT / TERMS OF SALE
Unless otherwise agreed in writing, the Customer will be bound by these Terms if the Customer places a purchase order with Eppendorf by any means (i.e., letter, fax, email, phone, or clicks the “Submit / Checkout” button on the Eppendorf eShop web site).
Eppendorf is not bound by any Terms contained in any document issued by the Customer, unless previously agreed to in writing.
Eppendorf’s quotation, promotional offers, eShop prices and offers, and these Terms constitute the entire agreement between Eppendorf and the Customer for each order.
3) ACCEPTANCE & SUPPLY OF ORDERS
Eppendorf reserves the right to accept or reject any order for Goods and may withhold Goods contracted to be sold if there are reasonable grounds to doubt the solvency of the Customer. In such circumstances the Customer agrees that Eppendorf may withhold Goods without repudiating the contract and without incurring any liability whatsoever.
The supply of Goods is subject to availability. Eppendorf reserves the right to suspend or discontinue the supply of Goods or services to the Customer. If Eppendorf is unable to supply all of the Customer’s order, these Terms continue to apply to any part of the order supplied.
Eppendorf accepts no responsibility whatsoever for errors in dimensions, quantities, specifications or otherwise where orders for any Goods are placed on Eppendorf by the Customer other than in writing.
4) ORDER CANCELLATIONS
Following receipt of a purchase order from the Customer, Eppendorf will issue an Order Confirmation. Such confirmed orders cannot be cancelled without prior written approval from Eppendorf.
5) PRICES & GST
a) Unless otherwise stated, all prices quoted are exclusive of GST.
b) Prices are recommended prices only at the date of quotation and may be subject to change without notice. They may also vary due to fluctuations in exchange rates, rates of freight, insurance, customs duties, shipping expenses, packing, sorting and stacking charges, cartage, installation, and cost of materials and production.
c) Any GST or similar tax imposed by law on the supply of the Goods or services will be recoverable from the Customer.
d) Eppendorf charges a fee of $30 per order when the order value is $150.00 or lower, excluding GST, unless otherwise agreed in writing, except for eShop orders which are not subject to a minimum order value.
6) DELIVERY
a) Unless otherwise agreed in writing by Eppendorf, delivery is at the Customer’s premises.
b) The time of delivery in any quotation represents the time at which the Goods are to be ready for despatch from Eppendorf’s distribution centres and further time is to be allowed to cover transit to points of delivery. If a delivery or installation date is specified Eppendorf will use its best endeavours to make delivery on the specified date. That date is an estimate only and the Eppendorf is not liable for any loss or damage sustained by the Customer or any person due to delay in delivery or installation.
c) Eppendorf will make all reasonable efforts to have the Goods delivered to the Customer on the date agreed between the parties as the delivery date. However, Eppendorf will not be liable for late or non-delivery or any loss, damage or delay occasioned to the Customer or its customers arising from late or non-delivery or late installation. The Customer acknowledges that delivery does not include unloading from the carrier upon arrival at the place of delivery, unless otherwise specified (e.g. in a quotation, contract or similar).
d) Eppendorf reserves the right to make a reasonable charge for storage if delivery instructions are not provided by the Customer within fourteen days of a request by Eppendorf, or if the Customer requires delivery to be postponed or is unable to receive the Goods for any reason. Eppendorf may store the Goods at its own or other premises at the Customer's risk.
e) Packaging materials and method of consignment shall be at Eppendorf's discretion. A special charge may be made to meet the cost of the Customer's specific packaging or consignment requirements.
f) Unless otherwise stated in a quotation or contract/agreement, Eppendorf will charge at least $45 (excl. GST) per order for deliveries to the Customer in Australia.
g) In the case of Goods which Eppendorf undertakes to install, it is the Customer’s responsibility to provide any service utilities required, including electric power outlets, drains, water outlets, etc. Any hire costs for special handling equipment and any associated charges will be additional for the Customer’s account. Installation will be made at the time specified in the order and the Goods will be at the Customer’s risk.
7) PASSING OF RISK & TITLE
Goods supplied by Eppendorf to the Customer are at the Customer’s risk and Customer retains title immediately on delivery to the Customer in accordance with clause 5. Title to any software incorporated within or forming part of the Goods shall at all times remain with Eppendorf or the licensor(s) thereof. The Customer must insure the Goods at its cost from delivery of the Goods until they are paid for in full against such risks as are usual or common to insure against in a business of a similar nature to the Customer.
8) PAYMENT
a) Unless agreed otherwise, if the Customer has an approved credit account, payment must be made in full within 30 days of the date of invoice.
b) Payments via credit card may attract an administration fee.
c) If any part of an invoice is in dispute, the balance will remain payable and must be paid when due. The Customer has no right to offset any claim against Eppendorf from monies owing to Eppendorf.
9) CUSTOMER DEFAULT
If the Customer does not make payment by the due date; or, exceeds its credit limit at any time; or, commits any other material breach of these Terms; or, an insolvency event in respect of the Customer arises or is reasonably suspected by Eppendorf, Eppendorf may (without limiting any other right or claim it may have against the Customer) do any or all of the following:
a) charge the Customer interest calculated on a daily basis on any portion of the Customer’s account that is overdue at the RBA official cash rate plus 4.5% p.a. calculated from the date the payment was due until the date the payment is made;
b) vary or withdraw any approved credit limit and/or Terms of trade;
c) cancel or suspend any unfilled orders or cease providing the services;
d) terminate any orders or contracts between Eppendorf and the Customer and demand immediate payment of any monies due and outstanding under those orders or contracts;
e) cancel any rebate, discount or allowance due or payable by Eppendorf as at the date of the event;
f) enter (at any time) any premises in which Eppendorf’s Goods (including any merchandising materials) are stored, to enable Eppendorf to inspect the Goods and to reclaim possession of the Goods without liability for the tort of trespass, negligence or payment of any compensation to the Customer whatsoever;
g) lodge a caveat or other similar instrument over any property of the Customer; or
h) institute any recovery process as Eppendorf in its discretion decides at the Customer’s cost and expense.
10) FORCE MAJEURE
If Eppendorf is prevented from or delayed in performing any of its obligations under the contract by force majeure, including but not limited to strikes, lock outs or other industrial action, whether or not caused by or involving employees of Eppendorf, then Eppendorf may give notice in writing to the Customer of the circumstances constituting force majeure and the obligation which is delayed or prevented from being performed and shall then be excused from compliance with such obligation for as long as force majeure continues.
11) LIABILITY
a) Except as specifically set out in these Terms or contained in any warranty statement provided with the Goods, any term, condition, warranty or consumer guarantee in respect of the Goods, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded to the maximum extent permitted by law.
b) Repair or replacement of the Goods, or part of the Goods or the re-supply of services or payment for the re-supply of services is the absolute limit of Eppendorf’s liability howsoever arising under or in connection with the sale, use of, storage or any other dealings with the Goods by the Customer or any third party to the maximum extent permitted by law.
c) Eppendorf is not liable for:
i) any indirect or consequential losses or expenses suffered by the Customer or any third party, however caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party;
ii) any loss or damage suffered by the Customer or any third party where Eppendorf fails to meet any delivery date or cancels or suspends the supply of Goods; and
iii) any loss or damage suffered by the Customer in relation to any services provided by the Customer's servants or agents.
d) Nothing in the Terms is to be interpreted as excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of Goods which cannot be so excluded, restricted or modified.
e) The Customer acknowledges that it has the sole responsibility of satisfying itself that the Goods are suitable for the Customer's use or contemplated use.
f) Subject to the ACL.
12) WARRANTY
a) Eppendorf offers a limited warranty for its Goods against defects and workmanship and materials, subject to the limitations and exclusions set out in this warranty which is given subject to and in addition to other rights and remedies the Customer has under any law in relation to the Goods to which this warranty relates, including but not limited to the rights provided by the ACL. This warranty does not limit or restrict the Customer’s rights.
b) Where the ACL applies (Goods under $40,000), the Goods come with guarantees that cannot be excluded under the ACL. The Customer is entitled to replacement or a refund for a major failure and for compensation for any other foreseeable loss or damage. Eppendorf may decide to repair, replace or refund products if the Goods are considered to have a minor failure.
c) Eppendorf warrants that, subject to the exclusions and limitations set out in these Terms, the Goods provided by Eppendorf will be free from defects in materials and workmanship under normal usage ("Warranty"), for the Goods’ specified warranty period from the date of invoice ("Warranty Period").
d) To the maximum extent permitted by law, this Warranty does not cover:
i) products packaged or labelled by someone other than Eppendorf or its authorised dealers;
ii) products not used in compliance with the specifications or Goods not cared for or used, serviced or maintained in accordance with the product manuals, instructions or training provided by Eppendorf;
iii) defects due to misuse, alteration, unauthorised repair or negligent handling, or defects due to lack of care, neglect or accident by the Customer, or servant or agent of the Customer, including but not limited to storage or handling of the Goods;
iv) personal injury, property damage, consequential or economic loss, however caused;
v) modification, repair or alteration of the Goods by someone other than Eppendorf; or
vi) Goods that have been subject to abnormal conditions, whether of temperature, water, humidity, pressure, stress or similar.
e) To the maximum extent permitted by law and other than the Warranty stated above, Eppendorf makes no representations or warranties of any kind whatsoever express or implied in respect of the Goods.
f) All warranty claims must be made within the timeframe stipulated in this warranty for the Warranty to be honoured by Eppendorf.
g) If a defect appears in the Goods before the end of the Warranty Period and Eppendorf finds the Goods to be defective, Eppendorf will, in its sole discretion, either:
i) replace or repair the Goods or the defective part of the Goods free of charge;
ii) cause the Goods or the defective part of the Goods to be repaired or replaced free of charge; or
iii) refund the purchase price of the Goods to the Customer if the defect is considered major according to the ACL.
h) If a fault covered by this Warranty occurs in relation to Goods, the Customer must notify Eppendorf in writing to info@eppendorf.com.au or by telephone by calling (02) 9889 5000 to advise of the fault, including details of the nature of the warranty claim and the purchase order and invoice number as well as item, batch and/or serial number. Eppendorf will contact the Customer and, where possible, assess the claim over the telephone.
i) Provided that a claim is made within the Warranty Period and the Warranty applies, all direct costs associated with the replacement of the Goods will be borne by Eppendorf. Eppendorf may, in its sole discretion choose to have the Goods returned to Eppendorf for any warranty investigation or replacement or repair, with the costs of transport each way to be borne by Eppendorf for valid warranty claims.
j) Where a valid warranty claim is made by the Customer in accordance with these Terms, and it is accepted by Eppendorf, the cost of repaired or replaced Goods will be borne by Eppendorf.
k) Where Eppendorf incurs costs in investigating a warranty claim that is ultimately deemed by Eppendorf not to be valid, the Customer shall be liable to reimburse Eppendorf for all freight and other incidental costs incurred by Eppendorf in its investigations of the warranty claim by the Customer.
l) The Warranty is limited to defects in the materials or workmanship of the Goods and does not cover expendable or ancillary items, consumable items or the replacement of Goods due to fair wear and tear, abuse or misuse.
m) Subject to the ACL, Eppendorf is not liable for, and the Customer releases Eppendorf from, any claims in respect of faulty or defective design of any Goods supplied by Eppendorf where the Customer has provided the design of the Goods to Eppendorf. Eppendorf's liability under these circumstances is limited strictly to the replacement of defective parts in accordance with the Warranty in this clause 11.
n) This warranty is in addition to any statutory warranties available to the Customer that cannot be excluded.
13) INDEMNITY
The Customer shall comply with all instructions of Eppendorf in relation to the handling, storage, sale and use of the Goods. The Customer shall keep Eppendorf indemnified against all losses, claims, damages or liabilities of whatsoever nature including, without limitation, claims for death, personal injury, damage to property and consequential loss, which arise in connection with a breach of these conditions or negligence of the Customer or its employees, agents and duly authorised officers to the maximum extent permitted by law.
14) WAIVER
A failure by Eppendorf to insist upon strict performance of any Terms will not be deemed to be a waiver of its rights under this contract or a waiver of any subsequent breach by the Customer of any condition.
15) INDUSTRIAL PROPERTY RIGHTS
The Customer shall not alter, remove or in any way tamper with any of the trade or other marks or numbers of Eppendorf attached to or placed upon the Goods, their packaging or any promotional or marketing material.
16) CLAIMS / PRICE DISPUTES
In the event that that any prices/charges made by Eppendorf are in dispute, the Customer must notify Eppendorf of such disputed prices/charges within 30 days from date of invoice. Claims disputing receipt of Goods must also be made within 30 days of date of invoice.
17) RETURNS AND DEFECTIVE GOODS
The Customer must inspect the Goods or services immediately following delivery or completion of the services (as the case may be). The Customer may only return Goods with the prior approval of Eppendorf; and then the following conditions apply:
a) A written claim must be received within seven (7) days after delivery of the Goods;
b) the original invoice number and date must be quoted;
c) on approval of the written claim Eppendorf will issue a Goods Returns Authorisation (GRA) which is to be attached to the Goods when returned in a manner that does not alter or damage the original packaging aesthetics. The GRA may include biohazard decontamination procedures and other product-specific handling instructions;
d) Goods must be returned within 14 days of date of despatch in their original and unmarked condition, complete with any instruction manuals supplied and unmarked original packaging (unless the return pertains to a warranty claim for the specific Goods);
e) outward and inward freight and transport charges are the responsibility of the Customer. If not pre-paid by the Customer, freight will be deducted from the amount of credit;
f) a re-stocking fee applies: the higher of $100 or 30% of the value of the Goods; and
g) no responsibility will be accepted for any delays in passing credit caused by Goods being incorrectly branded or returned without adequate identification of both sender and Goods returned.
h) Eppendorf will not accept returns for credit for Goods that: are not held in stock by Eppendorf in Australia; are spare parts not able to be traced by serial or lot numbers; are specially made; purchased to a firm and irrevocable order; and any Goods altered or damaged by the Customer.
i) Any claim that the Goods or services are not in accordance with these Terms (including if they are defective, damaged during delivery, are short delivered or services not as per contract) must be made at the time of delivery/services provided or in writing to Eppendorf within seven (7) days after delivery of the Goods/completion of the services to the Customer. If the Customer fails to make a claim then, to the extent permitted by ACL, the Goods and/or services are deemed to have been accepted by the Customer and the Customer must pay for the Goods or services in accordance with these Terms.
18) GOODS ON LOAN
In the event that Eppendorf approves Goods to be loaned to the Customer then the Customer must:
a) only use the loan Goods for normal daily use and for evaluation purposes and in the manner which Eppendorf directs;
b) exercise the utmost care and diligence in relation to the loan Goods;
c) not sell, hire, re-loan, demonstrate to a third party or use in a commercial manner the loan Goods or otherwise charge, pledge or part with possession of the loan Goods;
d) not alter, modify, tamper or make any other adjustments to the loan Goods;
e) return loan Goods in their original and unmarked condition, complete with any instruction manuals supplied.
f) warrant that it has the necessary skill and expertise to enable the loan Goods to be sufficiently evaluated so as not to cause loss or damage to the loan Goods.
g) comply with Eppendorf’s requests for the return of the loan Goods (which Eppendorf is entitled to do prior to the loan period ending, without giving any reason or prior notice), or the loan period ends without the Customer buying the loan Goods, the Customer must either return the loan Goods to Eppendorf promptly at the Customer’s expense or allow Eppendorf to enter its premises for the purpose of taking possession of the loan Goods.
h) if, on return to the Eppendorf, the loan Goods require repair to restore them to their condition at the time of the initial loan (other than reasonable wear and tear), Eppendorf will be entitled to recover from the Customer the reasonable cost of repairing or replacing the loan Goods. If the loan Goods are used with bio-hazardous materials, the loan Goods must be decontaminated at the Customer’s expense prior to return.
i) obtain the prior written consent of Eppendorf to extend the loan period.
j) insure the loan Goods, which remain the property of Eppendorf from the time of delivery until return to Eppendorf, with a recognised and reputable insurance company against any loss to the loan Goods, damage to real and personal property or injury to or death of, any person caused by the use of the loan Goods by the Customer.
k) notify Eppendorf promptly if any of the loan Goods fail to perform to specified standards.
19) TECHNICAL MAINTENANCE SERVICES
a) The Customer may order technical maintenance services from Eppendorf for Goods for a period specified in the order and agrees that such orders continue automatically for additional 12 month periods unless terminated by either party at least 30 days prior to the commencement of a new 12 month period.
b) Maintenance services will be performed by a service technician who will make the specified number of routine calls during the service period as per the order.
c) Where the nature of the repair work required is such that the value of parts to be supplied or the work to be performed would necessitate an additional charge being made, such work will only be done on the authority of an authorised officer from the Customer.
d) Maintenance services does not include repair damage due to fire, water, accident, abuse, negligence wilful act or default by the Customer. Abuse includes any damage resulting from the operation of the serviced equipment other than in accordance with the operating instructions provided by Eppendorf or its authorised representatives.
e) The Customer must notify Eppendorf of any change to the location of the equipment which forms part of the order for maintenance services. Eppendorf reserves the right to terminate this order or to increase the service charges if additional costs are, or would be incurred by reason of such change in location.
20) HEALTH, SAFETY & OTHER REGULATIONS
a) It is the Customer's responsibility to observe all applicable health, safety and other regulations and to take appropriate steps in relation to the storage, handling, sale and use of the Goods. Where information is supplied to the Customer about potential hazards relating to the Goods, the Customer must bring such information to the attention of its employees, agents, sub-contractors, visitors and customers.
b) If Eppendorf’s employees or authorised representatives attend any premises as directed by the Customer to install or apply any Goods or perform any services, the Customer will ensure appropriate policies and procedures are in place and followed and generally implement good industry practice (including occupational health and safety policies and risk assessments for any dangerous or potentially dangerous activities) and act consistently with Eppendorf’s policies as notified to the Customer.
21) PRIVACY
By accessing Eppendorf South Pacific’s website, you accept our privacy policy. You also accept that the use of our website may be monitored, tracked and recorded.
Any information given on Eppendorf South Pacific’s website is for information purposes only. It is believed to be reliable and is subject to change without any prior notice. Products and services described may differ from time to time.
Eppendorf reserves the right to change without notice the data submitted by Eppendorf as a result of general changes to the products or generally for technical reasons, provided that the subject of sale is not adversely affected whether generally or in any respect which is important for the use and maintenance of the product.
22) SEVERABILITY
If any provision of these Terms is unenforceable, illegal or void, that provision is severed and the other provisions of these Terms remain in force.
23) VARIATIONS
Eppendorf may amend or vary these Terms by notifying the Customer in writing of the amendment or variation.
24) APPLICABLE LAW
This contract is made in New South Wales, being the place from which this document is issued, and the parties agree that all disputes between them shall be governed by the laws of New South Wales, Australia.
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General Terms & Conditions
General Terms and Conditions of Purchase
1. Scope
1.1. These General Terms and Conditions of Purchase apply for all orders by Eppendorf SE and its affiliated companies located in Germany (hereinafter together referred to as “Eppendorf”) from suppliers and other business partners (hereinafter together referred to as the “Supplier”).
1.2. These General Terms and Conditions of Purchase also apply if Eppendorf accepts deliveries without any reservation despite having knowledge about contradictory or supplemental terms and conditions of the Supplier. General terms and conditions of the Supplier which are contradictory to or supplement these General Terms and Conditions of Purchase only become part of the contract to the extent that Eppendorf expressly consents to them in writing.
1.3. Individual agreements made in a specific situation with the Supplier have priority over these General Terms and Conditions of Purchase.
1.4. These General Terms and Conditions of Purchase apply only with regard to entrepreneurs within the meaning of § 310 para. 1 German Civil Code (Bürgerliches Gesetzbuch).
2. Conclusion of the contract
2.1. Offers by the Supplier are made without charge and do not establish any obligations for Eppendorf. The Supplier will expressly point out in its offer any deviations compared to the inquiry from Eppendorf and additionally offer alternatives to Eppendorf which are technically and economically better in comparison.
2.2. Orders from Eppendorf require written form or text form. Deviations, amendments or supplements to the order in the order confirmation only become part of the contract if they are confirmed by Eppendorf in writing or text form.
2.3. Eppendorf may cancel the order if the Supplier has not accepted the order within two (2) weeks after it was received.
2.4. Cost estimates by the Supplier are binding and will not be compensated unless expressly agreed otherwise.
3. Prices
3.1. Exclusively the prices and currencies set forth in Eppendorf’s order are determinative. All prices are understood to include packaging and are net prices without value added tax which Eppendorf must additionally pay in the respective statutory amount.
3.2. If the Supplier assumes installation or assembly, the Supplier bears all expenses required for that purpose, especially the costs of installation and assembly, travel costs, providing the tools as well as daily allowances.
4. Delivery and time of delivery
4.1. The delivery of goods must be carriage paid (CPT Incoterms® 2020) from the place of delivery set forth in the order to the place of destination referred to in the order.
4.2. The Supplier is not entitled to make partial deliveries unless Eppendorf has expressly agreed to them or such deliveries can be reasonably expected from Eppendorf. In case of goods which depend on batches, partial deliveries must come from one batch and be marked accordingly.
4.3. Agreed dates or time periods are binding. Compliance with the delivery dates or time periods depends on receipt of the goods at the place of destination designated by Eppendorf. If a delivery with installation or assembly is agreed, the acceptance of the installation or assembly is determinative for the timeliness of the delivery.
4.4. If delivery dates or time periods are not complied with, the statutory provisions apply. If the Supplier recognizes that it cannot completely or partially or timely fulfill its contractual obligations, theSupplier must inform Eppendorf about this without undue delay and state the reasons and the likely duration of the delay. In particular, the Supplier can only raise the argument that it did not receive from Eppendorf the documents required for the delivery at all or in a timely manner if the Supplier reminded Eppendorf in writing to provide such documents and did not receive them within a reasonable time period.
5. Shipping and transfer of risk
5.1. The risk of accidental loss and deterioration shall pass to Eppendorf in accordance with the Incoterms® agreed in the order. If the Supplier has assumed installation or assembly, the risk shall pass to Eppendorf at the time of acceptance.
5.2. Each delivery must include a delivery note which states Eppendorf‘s order number and designates the content of the delivery by type and quantity. If the delivery note is missing or incomplete, Eppendorf is not responsible for any delays in the processing andpayment resulting therefrom.
5.3. The Supplier shall pack the goods with packing materials permitted at the place of destination so that transport damages are prevented and the transport requirements (e.g. uninterrupted compliance with a cooling chain) are complied with. In case of damages resulting from inappropriate packaging, the Supplier is liable in accordance with the statutory provisions. If Eppendorf declares, as an exception, that it agrees to assume packing costs, these costs must be charged at provable own costs.
6. Use of subcontractors
The Supplier is not entitled to have work owed by it to Eppendorf performed by third parties (e.g. subcontractors) without the prior written consent of Eppendorf.
7. Payment terms
7.1. Payments are due within thirty (30) days. The period of paymentshall commence as soon as (i) the delivery has been handed over to Eppendorf or a party appointed by Eppendorf to receive the delivery at the place of destination, (ii) all other performance has been completely rendered (including any agreed acceptance) and (iii) a properly issued invoice has been received by Eppendorf.
7.2. In case of payment within fourteen (14) days, Eppendorf is entitled to deduct three (3) percent discount. A deduction of the discount is also permissible if Eppendorf exercises a set-off or withholds payments in a reasonable amount based on defects.
7.3. The Supplier must prepare for each order a verifiable invoice which must contain all mandatory information required under Germanlaw. Eppendorf’s complete order number and, if available, the number of the delivery note of the Supplier must be stated on the invoice. The invoice must be transmitted to the billing address designated by Eppendorf in the order.
7.4. Payment does not constitute an acknowledgement that the corresponding delivery and/or performance were in accordance with the contract.
7.5. A set-off or an assertion of a right of retention by the Supplier is excluded unless the Supplier exercises a set-off with a counterclaim that is undisputed or has been confirmed in a final non-appealable judgment or asserts a right of retention with regard to such a counterclaim.
8. Responsibility to examine the goods and notify defects
8.1. To the extent practical in the normal course of business, Eppendorf will conduct an examination of the goods without undue delay after they have been received at the place of destination to determine whether the goods correspond to the order quantity and type and whether there is any externally visible transport damage or any other externally apparent defect.
8.2. If Eppendorf discovers in the examination upon receipt of goods under Clause 8.1 or later that there is a defect, Eppendorf will notify the Supplier about this defect.
8.3. The Supplier waives the defense that an objection to a defect is late for all externally apparent defects for which an objection has been raised within ten (10) calendar days after delivery and with regard to all other defects for which an objection is raised within ten (10) calendar days after the defect is discovered.
9. Claims based on defects
9.1. If goods are defective, Eppendorf shall be entitled to avail itself to the statutory rights for defects subject to the provisions set out in this Clause 9.
9.2. Eppendorf has the right to choose the type of supplementary performance. The Supplier may refuse the type of supplementary performance chosen by Eppendorf if this type is only possible with disproportionate costs. In case of supplementary performance, the Supplier is required to bear all expenses required for the purpose of remedial measures, including costs of transport travel, labor, material as well as installation and disassembly costs.
9.3. If the Supplier does not comply with its obligation for supplementary performance within a reasonable time period set by Eppendorf, Eppendorf may, at its sole discretion and in accordance with the statutory provisions, completely or partially rescind the contract or reduce the purchase price or itself correct the defect or have it corrected by third parties at the expense of the Supplier and claim damages or demand reimbursement of expenses incurred in vain.
9.4. The rights set forth in Clause 9.3 may be exercised without setting any deadline if Eppendorf has a particular interest in immediate supplementary performance and a request to the Supplier to correct the defect within a reasonable time period cannot be reasonably expected by Eppendorf. This is especially the case if Eppendorf must immediately correct the defect, in order to avoid being in default with its own delivery or if there is a hazard for operational security or if this is necessary to prevent extremely high damages. The statutory provisions under which the setting of a time period is not required remain unaffected therefrom.
9.5. The limitation period for claims by Eppendorf in respect of a defective good is thirty-six (36) months commencing with delivery of the defective good at the place of destination or, to the extent a delivery with installation or assembly is owed, since acceptance, unless a longer limitation period applies under the law. To the extent the Supplier delivers a defect-free item anew (replacement delivery) in the context of the Supplier‘s obligation for supplementary performance, the limitation period shall start to run anew after delivery of the defect-free item, unless the Supplier has expressly and correctly reserved the right to make the replacement delivery only as goodwill, to avoid disputes or in the interest of continuing the supplier relationship when effecting the supplementary performance.
10. Product liability and liability insurance
10.1. In the event that claims are asserted against Eppendorf based on product liability, the Supplier shall indemnify Eppendorf against any such claims if and to the extent the damage has been caused by a defect in the good supplied by the Supplier. In case of fault-based liability, however, this only applies if the Supplier is at fault. If the cause of the damage fall within the area of responsibility of the Supplier, the Supplier must prove that it is not at fault.
10.2. Upon request, the Supplier shall provide reasonable assistance to Eppendorf in clarifying and defending against claims of third parties.
10.3. Under its duty to indemnify pursuant to Clause 10.1, the Supplier shall assume all costs and expenses resulting from or in connection with a legally conducted measure to prevent damage (e.g. a recall). Eppendorf will inform in advance the Supplier in a timely manner, to the extent possible and reasonable, and provide the Supplier with the opportunity to comment.
10.4. The Supplier undertakes to maintain reasonable insurance coverage with regard to product liability. Upon request, the Supplier shall provide evidence of such insurance coverage to Eppendorf.
11. Intellectual property rights and other rights of third parties
11.1. The Supplier shall ensure that the delivered goods as well as the manufacturing process do not infringe any intellectual property rights or other rights of third parties.
11.2. The Supplier shall be liable for the expenses and damages resulting from an infringement of intellectual property rights or other rights of third parties (including legal fees), unless the infringement of such rights is not attributable to the Supplier. To this extent, the Supplier shall indemnify and hold Eppendorf harmless from and against all claims of third parties based on an infringement of such rights.
12. Special rights to rescind and terminate
Eppendorf is entitled to completely or partially rescind the contract or terminate it for good cause with immediate effect if the Supplier is generally unable to pay its debts, or if the Supplier has filed an application for the opening of insolvency proceedings or if the opening of insolvency proceedings has been refused for lacking assets or if there is another material deterioration in the financial situation of the Supplier or if such a situation threatens to occur and this endangers the performance of an obligation owed to Eppendorf for delivery or performance.
13. Provided material
13.1. Material provided by Eppendorf remains the property of Eppendorf. The Supplier shall hold such material in gratuitous custody and with the care of a prudent business man for Eppendorf and shall store the material separately from all its other goods and mark the material as property of Eppendorf. Provided material shall only be used in accordance with its designated purpose.
13.2. Any processing or remodeling of the provided material by the Supplier is always effected free of charge for and on behalf of Eppendorf. If processing of provided material occurs with goods or material not owned by Eppendorf, Eppendorf will only become co-owner of the processed product proportionately according to the invoice value of the provided material compared to the value of the other processed items. The Supplier shall hold the provided material in gratuitous custody and with the care of a prudent business man for Eppendorf.
14. Means of production
14.1. Tools, models, samples, measuring and testing equipment, print templates, testers for circuit board assembly and other means of production which Eppendorf provides to the Supplier to fulfill the order remain the property of Eppendorf. The means of production produced by the Supplier in fulfilling the order and invoiced to Eppendorf shall become the property of Eppendorf at the time they are produced. The Supplier shall hold the means of production in gratuitous custody and with the care of a prudent business man for Eppendorf.
14.2. All means of production as well as the items produced with them shall not be passed on to third parties or used for purposes other than the purposes of the contract without the prior written consent of Eppendorf. Eppendorf may demand that such means of production be returned if the Supplier breaches these duties or if they are no longer required to fulfill the delivery or render performance.
15. Print orders
In the case of all print orders, Eppendorf shall receive a final draft for approval prior to the start of production. The name of the Supplier or the printing company may only be indicated on printed materials with the express prior consent of Eppendorf.
16. Export controls and customs duties
The Supplier shall comply with all requirements of applicable national, European and international export and customs provisions. The Supplier shall inform Eppendorf in writing and in a timely manner before delivering the ordered goods about all data, documents and information which Eppendorf needs to comply with the applicable export and customs provisions in case of exporting, importing and re-exporting, especially all applicable export list numbers (including the export control classification number in accordance with the U.S. Commerce Control List (“ECCN”)), the origin of the goods under commercial policy and the statistical product number (HS-Code).
17. Reservation
Eppendorf may refuse to fulfil its obligations under the contract insofar as the fulfilment is prohibited or impaired by national and/or international foreign trade law or embargos and/or any other sanctions.
18. Force majeure
18.1. In the event that one of the parties cannot fulfill its contractual obligations due to acts, events or circumstances which are outside the reasonable control of a party (force majeure), that party is released from its duties to perform for the duration of the hindrance. Force majeure shall include (without limitation) war, terrorism, natural disasters, strike or any labor disputes, general shortages of raw materials and restrictions on the consumption of energy.
18.2. If force majeure prevents, hinders or delays a party’s performance of its obligations for a continuous period of more than six (6) months, the other party may terminate the contract. There are no claims for damages in this regard.
19. Confidentiality
Each party agrees to keep confidential all information it becomes aware in its capacity as a party or which is received in relation to its business relationship with the other party that is indicated as “confidential” or whose confidential or proprietary nature is apparent under the circumstances, and not to disclose such information to anyone and to ensure that all such information is protected with security measures and a degree of care that would apply to its own confidential information.
20. Miscellaneous
20.1. The Supplier shall not assign its claims against Eppendorf to any third party without the written consent of Eppendorf.
20.2. The Supplier undertakes to name Eppendorf as a reference customer and issue press releases or make any other public statements under the contractual relationship only with the prior written consent of Eppendorf.
20.3. If a provision in these General Terms and Conditions of Purchase and the further agreements made between Eppendorf and the Supplier are or become void, invalid or due to any reason ineffective, this will not affect the validity or effectiveness of the remaining provisions. The void, invalid or ineffective provision shall be deemed replaced by such valid or effective provision that in legal and economic terms comes closest to what the parties intended or would have intended in accordance with the purpose of their contractual relationship if they had considered the point at the time of the conclusion of the contract or further agreement. The same shall apply to lacunae.
20.4. Amendments to provisions in the contract between the parties as well as a waiver of rights under these provisions require written form unless a stricter requirement of form applies. This also applies for any waiver of this written form requirement.
20.5. Place of performance for the delivery and any supplementary performance is the place of destination designated in the order.
20.6. The law of the Federal Republic of Germany shall apply. The Vienna UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
20.7. The courts of Hamburg, Germany, have exclusive jurisdiction to settle any dispute arising out of or in connection with the contractual relationship. This does not affect any mandatory jurisdiction established by law.
Status: October 2021
1.1. These General Terms and Conditions of Purchase apply for all orders by Eppendorf SE and its affiliated companies located in Germany (hereinafter together referred to as “Eppendorf”) from suppliers and other business partners (hereinafter together referred to as the “Supplier”).
1.2. These General Terms and Conditions of Purchase also apply if Eppendorf accepts deliveries without any reservation despite having knowledge about contradictory or supplemental terms and conditions of the Supplier. General terms and conditions of the Supplier which are contradictory to or supplement these General Terms and Conditions of Purchase only become part of the contract to the extent that Eppendorf expressly consents to them in writing.
1.3. Individual agreements made in a specific situation with the Supplier have priority over these General Terms and Conditions of Purchase.
1.4. These General Terms and Conditions of Purchase apply only with regard to entrepreneurs within the meaning of § 310 para. 1 German Civil Code (Bürgerliches Gesetzbuch).
2. Conclusion of the contract
2.1. Offers by the Supplier are made without charge and do not establish any obligations for Eppendorf. The Supplier will expressly point out in its offer any deviations compared to the inquiry from Eppendorf and additionally offer alternatives to Eppendorf which are technically and economically better in comparison.
2.2. Orders from Eppendorf require written form or text form. Deviations, amendments or supplements to the order in the order confirmation only become part of the contract if they are confirmed by Eppendorf in writing or text form.
2.3. Eppendorf may cancel the order if the Supplier has not accepted the order within two (2) weeks after it was received.
2.4. Cost estimates by the Supplier are binding and will not be compensated unless expressly agreed otherwise.
3. Prices
3.1. Exclusively the prices and currencies set forth in Eppendorf’s order are determinative. All prices are understood to include packaging and are net prices without value added tax which Eppendorf must additionally pay in the respective statutory amount.
3.2. If the Supplier assumes installation or assembly, the Supplier bears all expenses required for that purpose, especially the costs of installation and assembly, travel costs, providing the tools as well as daily allowances.
4. Delivery and time of delivery
4.1. The delivery of goods must be carriage paid (CPT Incoterms® 2020) from the place of delivery set forth in the order to the place of destination referred to in the order.
4.2. The Supplier is not entitled to make partial deliveries unless Eppendorf has expressly agreed to them or such deliveries can be reasonably expected from Eppendorf. In case of goods which depend on batches, partial deliveries must come from one batch and be marked accordingly.
4.3. Agreed dates or time periods are binding. Compliance with the delivery dates or time periods depends on receipt of the goods at the place of destination designated by Eppendorf. If a delivery with installation or assembly is agreed, the acceptance of the installation or assembly is determinative for the timeliness of the delivery.
4.4. If delivery dates or time periods are not complied with, the statutory provisions apply. If the Supplier recognizes that it cannot completely or partially or timely fulfill its contractual obligations, theSupplier must inform Eppendorf about this without undue delay and state the reasons and the likely duration of the delay. In particular, the Supplier can only raise the argument that it did not receive from Eppendorf the documents required for the delivery at all or in a timely manner if the Supplier reminded Eppendorf in writing to provide such documents and did not receive them within a reasonable time period.
5. Shipping and transfer of risk
5.1. The risk of accidental loss and deterioration shall pass to Eppendorf in accordance with the Incoterms® agreed in the order. If the Supplier has assumed installation or assembly, the risk shall pass to Eppendorf at the time of acceptance.
5.2. Each delivery must include a delivery note which states Eppendorf‘s order number and designates the content of the delivery by type and quantity. If the delivery note is missing or incomplete, Eppendorf is not responsible for any delays in the processing andpayment resulting therefrom.
5.3. The Supplier shall pack the goods with packing materials permitted at the place of destination so that transport damages are prevented and the transport requirements (e.g. uninterrupted compliance with a cooling chain) are complied with. In case of damages resulting from inappropriate packaging, the Supplier is liable in accordance with the statutory provisions. If Eppendorf declares, as an exception, that it agrees to assume packing costs, these costs must be charged at provable own costs.
6. Use of subcontractors
The Supplier is not entitled to have work owed by it to Eppendorf performed by third parties (e.g. subcontractors) without the prior written consent of Eppendorf.
7. Payment terms
7.1. Payments are due within thirty (30) days. The period of paymentshall commence as soon as (i) the delivery has been handed over to Eppendorf or a party appointed by Eppendorf to receive the delivery at the place of destination, (ii) all other performance has been completely rendered (including any agreed acceptance) and (iii) a properly issued invoice has been received by Eppendorf.
7.2. In case of payment within fourteen (14) days, Eppendorf is entitled to deduct three (3) percent discount. A deduction of the discount is also permissible if Eppendorf exercises a set-off or withholds payments in a reasonable amount based on defects.
7.3. The Supplier must prepare for each order a verifiable invoice which must contain all mandatory information required under Germanlaw. Eppendorf’s complete order number and, if available, the number of the delivery note of the Supplier must be stated on the invoice. The invoice must be transmitted to the billing address designated by Eppendorf in the order.
7.4. Payment does not constitute an acknowledgement that the corresponding delivery and/or performance were in accordance with the contract.
7.5. A set-off or an assertion of a right of retention by the Supplier is excluded unless the Supplier exercises a set-off with a counterclaim that is undisputed or has been confirmed in a final non-appealable judgment or asserts a right of retention with regard to such a counterclaim.
8. Responsibility to examine the goods and notify defects
8.1. To the extent practical in the normal course of business, Eppendorf will conduct an examination of the goods without undue delay after they have been received at the place of destination to determine whether the goods correspond to the order quantity and type and whether there is any externally visible transport damage or any other externally apparent defect.
8.2. If Eppendorf discovers in the examination upon receipt of goods under Clause 8.1 or later that there is a defect, Eppendorf will notify the Supplier about this defect.
8.3. The Supplier waives the defense that an objection to a defect is late for all externally apparent defects for which an objection has been raised within ten (10) calendar days after delivery and with regard to all other defects for which an objection is raised within ten (10) calendar days after the defect is discovered.
9. Claims based on defects
9.1. If goods are defective, Eppendorf shall be entitled to avail itself to the statutory rights for defects subject to the provisions set out in this Clause 9.
9.2. Eppendorf has the right to choose the type of supplementary performance. The Supplier may refuse the type of supplementary performance chosen by Eppendorf if this type is only possible with disproportionate costs. In case of supplementary performance, the Supplier is required to bear all expenses required for the purpose of remedial measures, including costs of transport travel, labor, material as well as installation and disassembly costs.
9.3. If the Supplier does not comply with its obligation for supplementary performance within a reasonable time period set by Eppendorf, Eppendorf may, at its sole discretion and in accordance with the statutory provisions, completely or partially rescind the contract or reduce the purchase price or itself correct the defect or have it corrected by third parties at the expense of the Supplier and claim damages or demand reimbursement of expenses incurred in vain.
9.4. The rights set forth in Clause 9.3 may be exercised without setting any deadline if Eppendorf has a particular interest in immediate supplementary performance and a request to the Supplier to correct the defect within a reasonable time period cannot be reasonably expected by Eppendorf. This is especially the case if Eppendorf must immediately correct the defect, in order to avoid being in default with its own delivery or if there is a hazard for operational security or if this is necessary to prevent extremely high damages. The statutory provisions under which the setting of a time period is not required remain unaffected therefrom.
9.5. The limitation period for claims by Eppendorf in respect of a defective good is thirty-six (36) months commencing with delivery of the defective good at the place of destination or, to the extent a delivery with installation or assembly is owed, since acceptance, unless a longer limitation period applies under the law. To the extent the Supplier delivers a defect-free item anew (replacement delivery) in the context of the Supplier‘s obligation for supplementary performance, the limitation period shall start to run anew after delivery of the defect-free item, unless the Supplier has expressly and correctly reserved the right to make the replacement delivery only as goodwill, to avoid disputes or in the interest of continuing the supplier relationship when effecting the supplementary performance.
10. Product liability and liability insurance
10.1. In the event that claims are asserted against Eppendorf based on product liability, the Supplier shall indemnify Eppendorf against any such claims if and to the extent the damage has been caused by a defect in the good supplied by the Supplier. In case of fault-based liability, however, this only applies if the Supplier is at fault. If the cause of the damage fall within the area of responsibility of the Supplier, the Supplier must prove that it is not at fault.
10.2. Upon request, the Supplier shall provide reasonable assistance to Eppendorf in clarifying and defending against claims of third parties.
10.3. Under its duty to indemnify pursuant to Clause 10.1, the Supplier shall assume all costs and expenses resulting from or in connection with a legally conducted measure to prevent damage (e.g. a recall). Eppendorf will inform in advance the Supplier in a timely manner, to the extent possible and reasonable, and provide the Supplier with the opportunity to comment.
10.4. The Supplier undertakes to maintain reasonable insurance coverage with regard to product liability. Upon request, the Supplier shall provide evidence of such insurance coverage to Eppendorf.
11. Intellectual property rights and other rights of third parties
11.1. The Supplier shall ensure that the delivered goods as well as the manufacturing process do not infringe any intellectual property rights or other rights of third parties.
11.2. The Supplier shall be liable for the expenses and damages resulting from an infringement of intellectual property rights or other rights of third parties (including legal fees), unless the infringement of such rights is not attributable to the Supplier. To this extent, the Supplier shall indemnify and hold Eppendorf harmless from and against all claims of third parties based on an infringement of such rights.
12. Special rights to rescind and terminate
Eppendorf is entitled to completely or partially rescind the contract or terminate it for good cause with immediate effect if the Supplier is generally unable to pay its debts, or if the Supplier has filed an application for the opening of insolvency proceedings or if the opening of insolvency proceedings has been refused for lacking assets or if there is another material deterioration in the financial situation of the Supplier or if such a situation threatens to occur and this endangers the performance of an obligation owed to Eppendorf for delivery or performance.
13. Provided material
13.1. Material provided by Eppendorf remains the property of Eppendorf. The Supplier shall hold such material in gratuitous custody and with the care of a prudent business man for Eppendorf and shall store the material separately from all its other goods and mark the material as property of Eppendorf. Provided material shall only be used in accordance with its designated purpose.
13.2. Any processing or remodeling of the provided material by the Supplier is always effected free of charge for and on behalf of Eppendorf. If processing of provided material occurs with goods or material not owned by Eppendorf, Eppendorf will only become co-owner of the processed product proportionately according to the invoice value of the provided material compared to the value of the other processed items. The Supplier shall hold the provided material in gratuitous custody and with the care of a prudent business man for Eppendorf.
14. Means of production
14.1. Tools, models, samples, measuring and testing equipment, print templates, testers for circuit board assembly and other means of production which Eppendorf provides to the Supplier to fulfill the order remain the property of Eppendorf. The means of production produced by the Supplier in fulfilling the order and invoiced to Eppendorf shall become the property of Eppendorf at the time they are produced. The Supplier shall hold the means of production in gratuitous custody and with the care of a prudent business man for Eppendorf.
14.2. All means of production as well as the items produced with them shall not be passed on to third parties or used for purposes other than the purposes of the contract without the prior written consent of Eppendorf. Eppendorf may demand that such means of production be returned if the Supplier breaches these duties or if they are no longer required to fulfill the delivery or render performance.
15. Print orders
In the case of all print orders, Eppendorf shall receive a final draft for approval prior to the start of production. The name of the Supplier or the printing company may only be indicated on printed materials with the express prior consent of Eppendorf.
16. Export controls and customs duties
The Supplier shall comply with all requirements of applicable national, European and international export and customs provisions. The Supplier shall inform Eppendorf in writing and in a timely manner before delivering the ordered goods about all data, documents and information which Eppendorf needs to comply with the applicable export and customs provisions in case of exporting, importing and re-exporting, especially all applicable export list numbers (including the export control classification number in accordance with the U.S. Commerce Control List (“ECCN”)), the origin of the goods under commercial policy and the statistical product number (HS-Code).
17. Reservation
Eppendorf may refuse to fulfil its obligations under the contract insofar as the fulfilment is prohibited or impaired by national and/or international foreign trade law or embargos and/or any other sanctions.
18. Force majeure
18.1. In the event that one of the parties cannot fulfill its contractual obligations due to acts, events or circumstances which are outside the reasonable control of a party (force majeure), that party is released from its duties to perform for the duration of the hindrance. Force majeure shall include (without limitation) war, terrorism, natural disasters, strike or any labor disputes, general shortages of raw materials and restrictions on the consumption of energy.
18.2. If force majeure prevents, hinders or delays a party’s performance of its obligations for a continuous period of more than six (6) months, the other party may terminate the contract. There are no claims for damages in this regard.
19. Confidentiality
Each party agrees to keep confidential all information it becomes aware in its capacity as a party or which is received in relation to its business relationship with the other party that is indicated as “confidential” or whose confidential or proprietary nature is apparent under the circumstances, and not to disclose such information to anyone and to ensure that all such information is protected with security measures and a degree of care that would apply to its own confidential information.
20. Miscellaneous
20.1. The Supplier shall not assign its claims against Eppendorf to any third party without the written consent of Eppendorf.
20.2. The Supplier undertakes to name Eppendorf as a reference customer and issue press releases or make any other public statements under the contractual relationship only with the prior written consent of Eppendorf.
20.3. If a provision in these General Terms and Conditions of Purchase and the further agreements made between Eppendorf and the Supplier are or become void, invalid or due to any reason ineffective, this will not affect the validity or effectiveness of the remaining provisions. The void, invalid or ineffective provision shall be deemed replaced by such valid or effective provision that in legal and economic terms comes closest to what the parties intended or would have intended in accordance with the purpose of their contractual relationship if they had considered the point at the time of the conclusion of the contract or further agreement. The same shall apply to lacunae.
20.4. Amendments to provisions in the contract between the parties as well as a waiver of rights under these provisions require written form unless a stricter requirement of form applies. This also applies for any waiver of this written form requirement.
20.5. Place of performance for the delivery and any supplementary performance is the place of destination designated in the order.
20.6. The law of the Federal Republic of Germany shall apply. The Vienna UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
20.7. The courts of Hamburg, Germany, have exclusive jurisdiction to settle any dispute arising out of or in connection with the contractual relationship. This does not affect any mandatory jurisdiction established by law.
Status: October 2021
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Additional Bioprocess Terms & Conditions
Further specifics and details when purchasing Bioprocess equipment:
The following provisions shall apply in addition to the referenced terms and conditions of Eppendorf found in the tab “Terms & Conditions”. This text provides additional explanations for our range of Bioprocess products.
Pricing:
Prices are net excluding any applicable taxes or fees, such as, but not limited to, sales or use tax, excise tax, property tax, VAT, custom duty or associated fees, unless explicitly stated and/or specified by agreed delivery terms.
Delivery Time:
Delivery times are always an estimate. Expected delivery time will be confirmed by order confirmation after receipt of order, and may be subject to payment terms and other conditions of sale. Time of services to be rendered can deviate and will be scheduled separately.
Invoicing:
Orders for goods and/or services can be explicitly fulfilled as partial shipments or separate instalments, which can be separately invoiced. Orders including services can be invoiced according to stage of completion of services to be rendered.
Warranty:
Warranty period of 12 months in accordance with our General Terms and Conditions. If not otherwise specified, warranty period starts with day of delivery or after installation, but not later than 60 days from shipment, whichever comes first. Date of delivery is defined as date of transfer of risk of ownership according to agreed
Services & Support:
Any offered installation support, start up assistance and/or commissioning of equipment will utilize space and/or utilities provided at site. Any preparation of installation site(s), such as, but not limited to, cleaning, connecting to utilities or other construction work, is not part of the provided support.
Cancellation Policy:
Eppendorf reserves the right to charge a cancellation fee to customer in case an order is cancelled before it was fulfilled complete by Eppendorf. A cancellation fee of 15% of total ordered value will be charged if order is cancelled within 4 weeks of order confirmation. A cancellation fee of 30% will be charged if order is cancelled after 4 weeks of order confirmation. A cancellation fee of 60% will be charged if order is cancelled after 12 weeks of order confirmation. If an order is cancelled after it was fulfilled, Eppendorf reserves the right to charge 100% of the ordered value. The cancellation policy is part of the payment terms. Responsibilities shall apply accordingly.
Intended Use and Regulatory Restrictions:
In absence of any intended use statement in documentation or other supplementary terms associated with offered goods and/or services, such goods and/or services are intended for research use only in bioprocessing applications and not intended for, including but not limited to, medical use, clinical or diagnostic use, or direct administration into humans or animals.
Offered goods are not registered for a specific purpose with any regulatory or governmental body, including but not limited to, as medical or diagnostic device.
Ultimate consignee/end-user is responsible to ensure that all applicable laws, local legislation, and any further regulatory requirements are respected, and that personal working with offered goods including those providing and/or receiving services have appropriate and required qualifications and permissions.
Export Control:
Offered goods may require an export license. Application of export license does require full disclosure of the ultimate destination of the goods, intended use, and other details specified from time to time. Offer is nonbinding, as well as other condition of sale will apply, e.g. restrictions for resale of the offered goods. Denial of an export license is regarded as force majeure with the right to withdraw from order. Delay will influence expected delivery time.
The following provisions shall apply in addition to the referenced terms and conditions of Eppendorf found in the tab “Terms & Conditions”. This text provides additional explanations for our range of Bioprocess products.
Pricing:
Prices are net excluding any applicable taxes or fees, such as, but not limited to, sales or use tax, excise tax, property tax, VAT, custom duty or associated fees, unless explicitly stated and/or specified by agreed delivery terms.
Delivery Time:
Delivery times are always an estimate. Expected delivery time will be confirmed by order confirmation after receipt of order, and may be subject to payment terms and other conditions of sale. Time of services to be rendered can deviate and will be scheduled separately.
Invoicing:
Orders for goods and/or services can be explicitly fulfilled as partial shipments or separate instalments, which can be separately invoiced. Orders including services can be invoiced according to stage of completion of services to be rendered.
Warranty:
Warranty period of 12 months in accordance with our General Terms and Conditions. If not otherwise specified, warranty period starts with day of delivery or after installation, but not later than 60 days from shipment, whichever comes first. Date of delivery is defined as date of transfer of risk of ownership according to agreed
Services & Support:
Any offered installation support, start up assistance and/or commissioning of equipment will utilize space and/or utilities provided at site. Any preparation of installation site(s), such as, but not limited to, cleaning, connecting to utilities or other construction work, is not part of the provided support.
Cancellation Policy:
Eppendorf reserves the right to charge a cancellation fee to customer in case an order is cancelled before it was fulfilled complete by Eppendorf. A cancellation fee of 15% of total ordered value will be charged if order is cancelled within 4 weeks of order confirmation. A cancellation fee of 30% will be charged if order is cancelled after 4 weeks of order confirmation. A cancellation fee of 60% will be charged if order is cancelled after 12 weeks of order confirmation. If an order is cancelled after it was fulfilled, Eppendorf reserves the right to charge 100% of the ordered value. The cancellation policy is part of the payment terms. Responsibilities shall apply accordingly.
Intended Use and Regulatory Restrictions:
In absence of any intended use statement in documentation or other supplementary terms associated with offered goods and/or services, such goods and/or services are intended for research use only in bioprocessing applications and not intended for, including but not limited to, medical use, clinical or diagnostic use, or direct administration into humans or animals.
Offered goods are not registered for a specific purpose with any regulatory or governmental body, including but not limited to, as medical or diagnostic device.
Ultimate consignee/end-user is responsible to ensure that all applicable laws, local legislation, and any further regulatory requirements are respected, and that personal working with offered goods including those providing and/or receiving services have appropriate and required qualifications and permissions.
Export Control:
Offered goods may require an export license. Application of export license does require full disclosure of the ultimate destination of the goods, intended use, and other details specified from time to time. Offer is nonbinding, as well as other condition of sale will apply, e.g. restrictions for resale of the offered goods. Denial of an export license is regarded as force majeure with the right to withdraw from order. Delay will influence expected delivery time.
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Code of Conduct
Find the Eppendorf Code of Conduct and the Eppendorf Code of Conduct for Suppliers here .
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