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Terms & Conditions
Please be aware that the Terms & Conditions do not apply to eProcurement.
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Terms & Conditions
Service AGB
Additional bioprocess terms & Conditions
Section 1. General
(1) All services provided to the Customer by the Online Shop of Eppendorf Vertrieb Deutschland GmbH will be based exclusively on the following General Terms and Conditions. Our General Terms and Conditions shall apply exclusively; any terms and conditions of the Customer which are contrary to our General Terms and Conditions or deviate from them will not be accepted by us unless we have consented to their application expressly in writing. Our General Terms and Conditions shall apply even if, despite knowing any terms and conditions of the Customer which are contrary to our Terms and Conditions or deviate from them, we perform the delivery to the Customer without reservation.
(2) Only for commercial customers: All indicated prices exclude the statutory value added tax (VAT).
(3) Our Terms and Conditions of Sale shall only apply to businesses within the meaning of Art. 310.1 of the German Civil Code (BGB).
Section 2. Conclusion of Contract
(1) The offers of the Online Shop are a non-binding invitation for the Customer to order goods at the Online Shop.
(2) By placing the order, the Customer submits a binding offer to conclude a purchase contract. The Customer will be sent a confirmation of the receipt of the order by email. In the case of any errors in the information on our product range on our website, we will inform the Customer thereof separately and make him an appropriate counteroffer.
(3) The Customer's offer to conclude a purchase contract shall be accepted by sending an order confirmation within 14 days after the order is submitted. If an order confirmation is not sent within said period, the offer shall be considered rejected.
(4) The maximum order value for an initial order shall be 500.00 euros.
Section 3. Prices and Terms of Payment
(1) The price indicated on the website at the time at which the Customer's offer is submitted shall be applicable to the invoicing.
(2) Unless otherwise stated in the order confirmation, our prices shall be ex works, excluding packing and shipping, the costs of which shall be invoiced separately.
(3) The goods shall be paid as per invoice. Exceptions shall only be valid if they have been agreed between Eppendorf Vertrieb Deutschland GmbH and the Customer in writing.
(4) Payments shall be due without any discount within 30 days of the invoice date. Payment obligations shall be considered fulfilled on the date on which the money is received by us or our bank. All payments shall be made free of expenses and postage for us.
(5) Our prices exclude the statutory value added tax (VAT); it shall be indicated in the invoice separately in the statutory amount applicable on the date of invoicing.
(6) If the statutory value added tax rate is increase in the period between the conclusion of the contract and the actual delivery, the agreed gross purchase price, if any, shall increase accordingly. If the net price increases in the period between the conclusion of the contract and the actual delivery and if such period is at least four months, the agreed purchase price shall increase accordingly. Any agreed discounts shall also be taken into account with regard to the increased purchase price.
(7) If the due date is exceeded, a default interest at a rate of 8% above the applicable basic rate of interest of the European Central Bank shall be charged. We hereby expressly reserve the right to claim interest on maturity (Art. 353 of the German Commercial Code (HGB)), any further damages caused by the delay, and our statutory rights. All costs which are caused by late payment, e.g. extension costs, protest charges, attorneys' fees etc., shall be borne by the buyer in default. Until a positive credit report is available, we reserve the right to require cash or advance payment or to withdraw from the contract. Amounts shall always be credited after the deduction of the discounts granted on the invoice amount and of any other discounts.
(8) If, according to our judgment, circumstances exist that justify doubts about the Customer's creditworthiness, we shell be entitled to demand the provision of security for outstanding deliveries in the form of advance payment or a bank guarantee (at the Customer's choice), giving at least two weeks' notice, and to perform concurrently with such security or payment.
(9) The Customer shall have offset rights only if his counterclaims have been established as final and absolute, are undisputed or have been recognized by us. Besides, he shall only be entitled to exercise any right of retention to the extent that his counterclaim is based on the same contractual relationship.
Section 4. Delivery
(1) Delivery shall generally be ex works plus shipping costs.
(2) If the customer is in default of acceptance or culpably breaches other duties to cooperate, we shall be entitled to require compensation for the damage which we suffer as a result, including any additional expenses. We reserve the right to make any further claims.
(3) If the prerequisites under Paragraph (2) are fulfilled, the risk of the accidental destruction or accidental deterioration of the purchased item shall pass to the Customer at the time from which the Customer is in default of acceptance or debtor's delay.
(4) We shall be liable in accordance with the provisions of the law if the delay in delivery is based on a willful or grossly negligent breach of contract for which we are responsible; any fault of our representatives or performing agents shall be attributed to us. If the delay in delivery is not based on a willful breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) We shall also be liable in accordance with the provisions of the law to the extent that the delay in delivery for which we are responsible is based on the culpable breach of a major contractual duty; in such case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(6) The Customer's right to assert any further statutory claims or claim any further statutory rights is hereby reserved.
(7) The place of performance shall be the place of business of Eppendorf Vertrieb Deutschland GmbH. The delivery shall be performed from Hamburg.
(8) The Customer shall bear all risks of loss of the goods and/or any damage and/or damaging of items by the goods during transport.
Section 5. Retention of Title
(1) We reserve the ownership of the purchased item until the receipt of all payments arising from the supply contract. If the Customer acts contrary to the contract, particularly in the case of delay in payment, we shall be entitled to take back the purchased item. If we take back a purchased item, this shall constitute a withdrawal from the contract. After taking back the purchased item, we shall be entitled to utilize it; the proceeds of the utilization shall be credited against the Customer's liabilities, after deducting adequate utilization costs.
(2) In the case of any seizure or other intervention by third parties, the Customer shall inform us in writing immediately so that we can initiate legal proceedings in accordance with Art. 771 of the German Code of Civil Procedure (ZPO). To the extent that the third party is unable to reimburse us the court and out-of-court costs of legal proceedings in accordance with Art. 771 ZPO, the Customer shall be liable for the loss suffered by us.
(3) The Customer shall be entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims against his purchasers or third parties in the amount of the final invoice amount (including VAT) of our claim which accrue to him as a result of the resale, independently of whether the purchased item was resold without being processed or after being processed. The Customer shall continue to be entitled to collect said claims even after the assignment. Our entitlement to collect the claims ourselves shall remain unaffected. However, we undertake not to collect the claims as long as the Customer fulfills his payment obligations using the proceeds from the resold goods, he is not in delay of payment and, in particular, no settlement or insolvency proceedings have been filed for nor have the payments been stopped. However, if this is the case, we may require the Customer to specify the assigned claims and their debtors to us, to provide all information necessary for the collection, to hand over the related documents and to inform the debtors (third parties) of the assignment.
(4) Any processing or alteration of the purchased item by the Customer shall always be performed on our behalf. If the purchased item is processed together with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to that of the other processed items at the time of processing. Apart from the aforesaid, the same shall apply to the goods created by the processing as to the purchased item delivered subject to retention of tittle.
(5) If the purchased item is mixed inseparably with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to that of the other mixed items at the time of mixing. If the mixing is performed in such a manner that the Customer's item shall be considered as the main item, it shall be considered agreed that the Customer shall transfer co-ownership to us on a pro-rata basis. The Customer shall hold such created item for which sole ownership or co-ownership exists in safe custody for us.
Section 6. Warranty Regulations
(1) A prerequisite for any warranty claims of the Customer shall be that the Customer has properly fulfilled his obligations pursuant to Art. 377 HGB to examine and give notice of defects.
(2) if a defect of the purchased item exists, the Customer shall be entitled, at his choice, to supplementary performance by removing the defect or to delivery of a new, non-defective item. In the case of the defect being removed, we shall be obligated to bear all expenses necessary for the removal of the defect, particularly transportation, travel, labor and material costs, to the extent that such expenses do not increase due to the fact that the purchased item has been brought to a location other than the place of performance.
(3) If the supplementary performance fails, the Customer may, at his choice, require the withdrawal from the contract or a reduction of the purchase price and claim damages or the reimbursement of wasted expenditure.
(4) We shall be liable in accordance with the provisions of the law if the Client asserts claims for damages which are based on willful intent or gross negligence, including the willful intent or gross negligence of our representatives or performing agents. To the extent that we are not blamed for any willful breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) We shall be liable in accordance with the provisions of the law to the extent that we culpably breach a major contractual duty; in such case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(6) To the extent that the Customer is entitled to claim compensation instead of performance, our liability, also within the scope of Paragraph (3) above, shall be limited to the foreseeable typically occurring damage.
(7) The liability for culpable injury to life, body or health shall remain unaffected; the same shall apply to the mandatory liability under the German Product Liability Act.
(8) Warranty Period
a) Regulations for the sale of new goods: If new goods are sold, the statutory warranty regulations of the German Civil Code (BGB) shall apply. If the purchase is a commercial transaction for both parties, the regulations of the HGB shall remain unaffected.
b) Regulations for the sale of second-hand goods and demonstration models
Independently of the following regulations on the reduction of the warranty period for second-hand goods, the period of limitation for claims for damages in the case of injury to life, body or health which are based on willful or negligent breach of duty from our part or on the willful or negligent breach of duty of our legal representative or performing agent shall remain unaffected. Furthermore, Independently of the following regulations on the reduction of the warranty period for second-hand goods, the period of limitation in the case of other damage which is based on willful or grossly negligent breach of duty from our part or on the willful or grossly negligent breach of duty of our legal representative or performing agent shall remain unaffected. Any liability under the German Product Liability Act shall also remain unaffected. Apart from the aforesaid, any liability for second-hand goods is hereby excluded. This shall apply unless otherwise indicated in the article description.
Section 7. Data Protection
The data transmitted by the Customer will be used by Eppendorf Vertrieb Deutschland GmbH for handling the orders only. All data will be treated as strictly confidential. A disclosure of the data to third parties (e.g. dispatch services) will only take place if this is necessary for the order handling. The order data will be transmitted encrypted and in a secure manner; however, we will not assume any liability for the data security during such transfers over the Internet (e.g. due to technical errors of the Internet service provider) nor for any criminal access to files of our website by third parties. Access data for the customer login which we will sent to the Customer on his request shall be treated as strictly confidential by the Customer as we will not assume any responsibility for the use and utilization of such data.
Section 8. Copyright
All shown third-party logos, images and graphics are property of their respective companies and are subject to the copyright of their respective licensors. All photos, logos, texts, reports, scripts and programming routines which are shown on this website and which are our own developments or have been processed by us must not be copied or otherwise used without our consent. All rights reserved.
Section 9. Links on Our Website
Eppendorf Vertrieb Deutschland GmbH hereby expressly distances itself from all contents of all pages linked on this website. This statement applies to all links on the web pages of Eppendorf Vertrieb Deutschland GmbH.
Section 10. Place of Jurisdiction and Choice of Law
(1) If the Customer is a trader, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the Customer at the court of his place of residence.
(2) The law of the Federal Republic of Germany shall apply; the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded.
Section 11. Customer Information for Contracts in Electronic Commerce
(1) The text of the contract will be stored by us and will not be accessible to you.
(2) Before sending your order, you can check any type errors made before the submission of your order and correct them using the Delete and Change function.
(3) The language available for concluding the contract will be German.
Section 12. Severability
Should individual provisions of this Contract be legally ineffective completely or partly or lose their legal effectiveness at a later date, the validity of the Contract as a whole shall remain unaffected.
January 2014
Eppendorf Vertrieb Deutschland GmbH
50389 Wesseling-Berzdorf, Germany
Phone: +49 (0) 180 325 59 11
Fax: +49 (0) 2232 418 155
E-mail: vertrieb@eppendorf.de
Internet: www.eppendorf.de
(1) All services provided to the Customer by the Online Shop of Eppendorf Vertrieb Deutschland GmbH will be based exclusively on the following General Terms and Conditions. Our General Terms and Conditions shall apply exclusively; any terms and conditions of the Customer which are contrary to our General Terms and Conditions or deviate from them will not be accepted by us unless we have consented to their application expressly in writing. Our General Terms and Conditions shall apply even if, despite knowing any terms and conditions of the Customer which are contrary to our Terms and Conditions or deviate from them, we perform the delivery to the Customer without reservation.
(2) Only for commercial customers: All indicated prices exclude the statutory value added tax (VAT).
(3) Our Terms and Conditions of Sale shall only apply to businesses within the meaning of Art. 310.1 of the German Civil Code (BGB).
Section 2. Conclusion of Contract
(1) The offers of the Online Shop are a non-binding invitation for the Customer to order goods at the Online Shop.
(2) By placing the order, the Customer submits a binding offer to conclude a purchase contract. The Customer will be sent a confirmation of the receipt of the order by email. In the case of any errors in the information on our product range on our website, we will inform the Customer thereof separately and make him an appropriate counteroffer.
(3) The Customer's offer to conclude a purchase contract shall be accepted by sending an order confirmation within 14 days after the order is submitted. If an order confirmation is not sent within said period, the offer shall be considered rejected.
(4) The maximum order value for an initial order shall be 500.00 euros.
Section 3. Prices and Terms of Payment
(1) The price indicated on the website at the time at which the Customer's offer is submitted shall be applicable to the invoicing.
(2) Unless otherwise stated in the order confirmation, our prices shall be ex works, excluding packing and shipping, the costs of which shall be invoiced separately.
(3) The goods shall be paid as per invoice. Exceptions shall only be valid if they have been agreed between Eppendorf Vertrieb Deutschland GmbH and the Customer in writing.
(4) Payments shall be due without any discount within 30 days of the invoice date. Payment obligations shall be considered fulfilled on the date on which the money is received by us or our bank. All payments shall be made free of expenses and postage for us.
(5) Our prices exclude the statutory value added tax (VAT); it shall be indicated in the invoice separately in the statutory amount applicable on the date of invoicing.
(6) If the statutory value added tax rate is increase in the period between the conclusion of the contract and the actual delivery, the agreed gross purchase price, if any, shall increase accordingly. If the net price increases in the period between the conclusion of the contract and the actual delivery and if such period is at least four months, the agreed purchase price shall increase accordingly. Any agreed discounts shall also be taken into account with regard to the increased purchase price.
(7) If the due date is exceeded, a default interest at a rate of 8% above the applicable basic rate of interest of the European Central Bank shall be charged. We hereby expressly reserve the right to claim interest on maturity (Art. 353 of the German Commercial Code (HGB)), any further damages caused by the delay, and our statutory rights. All costs which are caused by late payment, e.g. extension costs, protest charges, attorneys' fees etc., shall be borne by the buyer in default. Until a positive credit report is available, we reserve the right to require cash or advance payment or to withdraw from the contract. Amounts shall always be credited after the deduction of the discounts granted on the invoice amount and of any other discounts.
(8) If, according to our judgment, circumstances exist that justify doubts about the Customer's creditworthiness, we shell be entitled to demand the provision of security for outstanding deliveries in the form of advance payment or a bank guarantee (at the Customer's choice), giving at least two weeks' notice, and to perform concurrently with such security or payment.
(9) The Customer shall have offset rights only if his counterclaims have been established as final and absolute, are undisputed or have been recognized by us. Besides, he shall only be entitled to exercise any right of retention to the extent that his counterclaim is based on the same contractual relationship.
Section 4. Delivery
(1) Delivery shall generally be ex works plus shipping costs.
(2) If the customer is in default of acceptance or culpably breaches other duties to cooperate, we shall be entitled to require compensation for the damage which we suffer as a result, including any additional expenses. We reserve the right to make any further claims.
(3) If the prerequisites under Paragraph (2) are fulfilled, the risk of the accidental destruction or accidental deterioration of the purchased item shall pass to the Customer at the time from which the Customer is in default of acceptance or debtor's delay.
(4) We shall be liable in accordance with the provisions of the law if the delay in delivery is based on a willful or grossly negligent breach of contract for which we are responsible; any fault of our representatives or performing agents shall be attributed to us. If the delay in delivery is not based on a willful breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) We shall also be liable in accordance with the provisions of the law to the extent that the delay in delivery for which we are responsible is based on the culpable breach of a major contractual duty; in such case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(6) The Customer's right to assert any further statutory claims or claim any further statutory rights is hereby reserved.
(7) The place of performance shall be the place of business of Eppendorf Vertrieb Deutschland GmbH. The delivery shall be performed from Hamburg.
(8) The Customer shall bear all risks of loss of the goods and/or any damage and/or damaging of items by the goods during transport.
Section 5. Retention of Title
(1) We reserve the ownership of the purchased item until the receipt of all payments arising from the supply contract. If the Customer acts contrary to the contract, particularly in the case of delay in payment, we shall be entitled to take back the purchased item. If we take back a purchased item, this shall constitute a withdrawal from the contract. After taking back the purchased item, we shall be entitled to utilize it; the proceeds of the utilization shall be credited against the Customer's liabilities, after deducting adequate utilization costs.
(2) In the case of any seizure or other intervention by third parties, the Customer shall inform us in writing immediately so that we can initiate legal proceedings in accordance with Art. 771 of the German Code of Civil Procedure (ZPO). To the extent that the third party is unable to reimburse us the court and out-of-court costs of legal proceedings in accordance with Art. 771 ZPO, the Customer shall be liable for the loss suffered by us.
(3) The Customer shall be entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims against his purchasers or third parties in the amount of the final invoice amount (including VAT) of our claim which accrue to him as a result of the resale, independently of whether the purchased item was resold without being processed or after being processed. The Customer shall continue to be entitled to collect said claims even after the assignment. Our entitlement to collect the claims ourselves shall remain unaffected. However, we undertake not to collect the claims as long as the Customer fulfills his payment obligations using the proceeds from the resold goods, he is not in delay of payment and, in particular, no settlement or insolvency proceedings have been filed for nor have the payments been stopped. However, if this is the case, we may require the Customer to specify the assigned claims and their debtors to us, to provide all information necessary for the collection, to hand over the related documents and to inform the debtors (third parties) of the assignment.
(4) Any processing or alteration of the purchased item by the Customer shall always be performed on our behalf. If the purchased item is processed together with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to that of the other processed items at the time of processing. Apart from the aforesaid, the same shall apply to the goods created by the processing as to the purchased item delivered subject to retention of tittle.
(5) If the purchased item is mixed inseparably with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to that of the other mixed items at the time of mixing. If the mixing is performed in such a manner that the Customer's item shall be considered as the main item, it shall be considered agreed that the Customer shall transfer co-ownership to us on a pro-rata basis. The Customer shall hold such created item for which sole ownership or co-ownership exists in safe custody for us.
Section 6. Warranty Regulations
(1) A prerequisite for any warranty claims of the Customer shall be that the Customer has properly fulfilled his obligations pursuant to Art. 377 HGB to examine and give notice of defects.
(2) if a defect of the purchased item exists, the Customer shall be entitled, at his choice, to supplementary performance by removing the defect or to delivery of a new, non-defective item. In the case of the defect being removed, we shall be obligated to bear all expenses necessary for the removal of the defect, particularly transportation, travel, labor and material costs, to the extent that such expenses do not increase due to the fact that the purchased item has been brought to a location other than the place of performance.
(3) If the supplementary performance fails, the Customer may, at his choice, require the withdrawal from the contract or a reduction of the purchase price and claim damages or the reimbursement of wasted expenditure.
(4) We shall be liable in accordance with the provisions of the law if the Client asserts claims for damages which are based on willful intent or gross negligence, including the willful intent or gross negligence of our representatives or performing agents. To the extent that we are not blamed for any willful breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) We shall be liable in accordance with the provisions of the law to the extent that we culpably breach a major contractual duty; in such case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(6) To the extent that the Customer is entitled to claim compensation instead of performance, our liability, also within the scope of Paragraph (3) above, shall be limited to the foreseeable typically occurring damage.
(7) The liability for culpable injury to life, body or health shall remain unaffected; the same shall apply to the mandatory liability under the German Product Liability Act.
(8) Warranty Period
a) Regulations for the sale of new goods: If new goods are sold, the statutory warranty regulations of the German Civil Code (BGB) shall apply. If the purchase is a commercial transaction for both parties, the regulations of the HGB shall remain unaffected.
b) Regulations for the sale of second-hand goods and demonstration models
Independently of the following regulations on the reduction of the warranty period for second-hand goods, the period of limitation for claims for damages in the case of injury to life, body or health which are based on willful or negligent breach of duty from our part or on the willful or negligent breach of duty of our legal representative or performing agent shall remain unaffected. Furthermore, Independently of the following regulations on the reduction of the warranty period for second-hand goods, the period of limitation in the case of other damage which is based on willful or grossly negligent breach of duty from our part or on the willful or grossly negligent breach of duty of our legal representative or performing agent shall remain unaffected. Any liability under the German Product Liability Act shall also remain unaffected. Apart from the aforesaid, any liability for second-hand goods is hereby excluded. This shall apply unless otherwise indicated in the article description.
Section 7. Data Protection
The data transmitted by the Customer will be used by Eppendorf Vertrieb Deutschland GmbH for handling the orders only. All data will be treated as strictly confidential. A disclosure of the data to third parties (e.g. dispatch services) will only take place if this is necessary for the order handling. The order data will be transmitted encrypted and in a secure manner; however, we will not assume any liability for the data security during such transfers over the Internet (e.g. due to technical errors of the Internet service provider) nor for any criminal access to files of our website by third parties. Access data for the customer login which we will sent to the Customer on his request shall be treated as strictly confidential by the Customer as we will not assume any responsibility for the use and utilization of such data.
Section 8. Copyright
All shown third-party logos, images and graphics are property of their respective companies and are subject to the copyright of their respective licensors. All photos, logos, texts, reports, scripts and programming routines which are shown on this website and which are our own developments or have been processed by us must not be copied or otherwise used without our consent. All rights reserved.
Section 9. Links on Our Website
Eppendorf Vertrieb Deutschland GmbH hereby expressly distances itself from all contents of all pages linked on this website. This statement applies to all links on the web pages of Eppendorf Vertrieb Deutschland GmbH.
Section 10. Place of Jurisdiction and Choice of Law
(1) If the Customer is a trader, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the Customer at the court of his place of residence.
(2) The law of the Federal Republic of Germany shall apply; the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded.
Section 11. Customer Information for Contracts in Electronic Commerce
(1) The text of the contract will be stored by us and will not be accessible to you.
(2) Before sending your order, you can check any type errors made before the submission of your order and correct them using the Delete and Change function.
(3) The language available for concluding the contract will be German.
Section 12. Severability
Should individual provisions of this Contract be legally ineffective completely or partly or lose their legal effectiveness at a later date, the validity of the Contract as a whole shall remain unaffected.
January 2014
Eppendorf Vertrieb Deutschland GmbH
50389 Wesseling-Berzdorf, Germany
Phone: +49 (0) 180 325 59 11
Fax: +49 (0) 2232 418 155
E-mail: vertrieb@eppendorf.de
Internet: www.eppendorf.de
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General Terms and Conditions for Services
For domestic contracts, the German version of the General Terms and Conditions for Services shall prevail in the event of divergence between the German and English text. For contracts of a cross-border nature, the English-language version shall take precedence.
1. General Provisions
1.1. The following General Terms and Conditions for Services (hereinafter referred to as "Service Terms") apply to all orders involving the provision of services (hereinafter referred to as "Services"), such as repairs, maintenance, installation and operational qualifications, training, adjustments, and calibrations on laboratory equipment (hereinafter referred to as "Equipment") by Eppendorf Vertrieb Deutschland GmbH or its affiliated companies pursuant to § 15 AktG (collectively hereinafter referred to as "Eppendorf") to its customers (hereinafter referred to as "Customers"). The Service Terms apply only to companies within the meaning of Section 310 (1) BGB.
1.2. The Service Terms apply to all Services within the entire business relationship (including future business in ongoing business relationships), but only to those outside any warranty and/or guarantee from Eppendorf. In addition to these Service Terms, Eppendorf's General Terms and Conditions of Sales and Delivery .
In the event of contradictions or differing provisions, these Service Terms take precedence over the General Terms and Conditions of Sale and Delivery. The Service Terms also apply if Eppendorf performs the Services for the Customer unconditionally with knowledge of conflicting or supplementary terms and conditions of the Customer. General terms and conditions of the Customer that contradict or supplement these Service Terms will only become part of the contract if Eppendorf has expressly agreed to their validity in writing.
1.3. Any reference in the Service Terms to a provision of a law is to be interpreted as a reference to that provision in its currently valid version, reinstatement, or extension at the relevant time.
2. Conclusion of the Service Contract (Service Order)
2.1. A service contract can be entered either by placing an order through the Service Portal, the eShop, or by the Customer placing an order referencing an offer from Eppendorf in accordance with the following provisions.
2.2. The service offers in the Service Portal and the eShop do not yet constitute an offer from Eppendorf to conclude a service contract. Rather, they are a non-binding invitation to place an order with Eppendorf through the Service Portal or the eShop.
2.3. Information provided by Eppendorf via email or telephone in connection with the conclusion of a service contract is non-binding unless explicitly stated otherwise by Eppendorf.
2.4. A binding offer to enter into a service contract consists of sending a written offer from Eppendorf to the Customer (particularly in the form of a cost estimate for repairs), with the sending of the offer by Eppendorf via email being sufficient. The Customer's written order referencing Eppendorf's offer constitutes the acceptance of the offer, with the sending of the Customer's order via email being sufficient.
2.5. By ordering a service in the eShop, the Customer submits a binding offer to Eppendorf to conclude a service contract. If a service is listed as "price on request" in the eShop, Eppendorf will first create an offer through the eShop, which the Customer can then confirm; the Customer's confirmation constitutes the submission of an order to Eppendorf.
2.6. Upon receipt of the order through the eShop, the Customer will receive an automatically generated email (order receipt confirmation), which merely confirms the receipt of the order by Eppendorf. This order receipt confirmation does not yet constitute acceptance of the Customer's order. A service contract through the eShop is only entered when Eppendorf explicitly declares acceptance of the order via email (order confirmation).
2.7. The dispatch of the affected device for evaluation or provision of a service is only permitted if Eppendorf has previously confirmed this in writing (e.g., via email) and the device is clean and decontaminated. If the Customer sends a device, it is done at their own risk and expense. Packages sent to Eppendorf without prepaid postage will not be accepted. The Customer is obligated to pack the goods appropriately for transport. Small accessories (e.g., pipette tips) must be separately packed when sent. Eppendorf assumes no liability for the loss of small accessories that are not separately packed, even after acceptance of the goods. Eppendorf assumes no liability for damages (including loss) that occur during transport to Eppendorf. If the Customer sends a device without Eppendorf's written consent, Eppendorf assumes no liability for damages (including loss) that occur before the service contract is concluded. If sending the affected device for the provision of services is not possible or practical, the Customer should contact Eppendorf in advance to coordinate further action.
2.8. Eppendorf does not provide repair services for Equipment for which spare parts are not available. Eppendorf will inform the Customer accordingly.
2.9. Equipment and/or components affected by a design change or a modifying intervention as defined in section 10.3 may be excluded from maintenance.
3. Review of Work Effort and Cost Estimates
3.1. If Eppendorf prepares a cost estimate, the transmission of the cost estimate constitutes an offer to the Customer to enter into the service contract. Unless otherwise indicated in the cost estimate, the repair offer included in the cost estimate expires one (1) month after it is sent to the Customer (hereinafter referred to as the "Acceptance Period"), provided that the Customer does not accept the repair order based on the cost estimate. If the Customer does not wish to proceed with the repair based on the cost estimate, the Customer has the alternative option, before the expiration of the Acceptance Period, to instruct Eppendorf to dispose of the submitted device or to request Eppendorf to contact them to coordinate further actions. If there is no response to the cost estimate within the Acceptance Period, Eppendorf reserves the right to return the device to the Customer in its assembled, unrepaired condition at the Customer's expense (see section 7). The repair offer from Eppendorf expires before the end of the Acceptance Period if the Customer accepts an alternative offer from Eppendorf to purchase a replacement device and dispose of the defective device.
3.2. If it becomes apparent after entering into the service contract that the agreed scope of services cannot be provided without significantly exceeding the amount specified in the cost estimate, Eppendorf will inform the Customer immediately about the expected overrun of the cost estimate. A significant overrun is generally assumed if the amount specified in the cost estimate is exceeded by more than 10% (ten percent). In the event of a significant overrun, the Customer is entitled to terminate the service contract. In the event of termination by the Customer, Eppendorf is entitled to demand from the Customer a portion of the remuneration corresponding to the work performed and reimbursement of expenses not included in the remuneration.
3.3. The preparation of a cost estimate by Eppendorf is subject to a fee. Eppendorf is entitled to charge a fee equivalent to the current rate of up to two working hours of a qualified service technician plus any applicable sales tax.
4. Prices and Payment Terms
4.1. Only the prices stated in the offer from Eppendorf are binding.
4.2. All prices from Eppendorf are quoted in Euros and are net prices excluding VAT, which the Customer must pay in addition at the applicable statutory rate. The term “VAT” includes all comparable indirect taxes, e.g. Goods and Service Tax, Sales Tax, etc., which would be levied on the supply of goods / services.
4.3. The Customer is obliged to provide Eppendorf with all necessary information (e.g. VAT Identification number) for issuing legal compliant invoices well in advance before the supply of goods or services and in case of changes/amendment to inform the Seller immediately.
4.4. If Eppendorf issues an invoice without VAT and it subsequently transpires that the conditions for a non-taxable supply or tax exempt supply of services are not met, the price increases by the statutory VAT at the applicable rate. In such cases, Eppendorf is entitled to demand or reclaim the VAT from the Customer by issuing an invoice with a separate VAT statement according to §§ 14, 14a UStG.
4.5. The Customer will withhold income taxes as applicable on the amounts payable to Eppendorf if required by law, except to the extent Eppendorf submits a certificate of exemption or reduction from withholding tax. The Customer are obliged to ask Eppendorf whether they are in the possession of such certificate of exemption form / reduction from withholding tax before withholding any tax, i.e. before payment.
4.6. If and to the extent the Customer has withheld any tax, the Customer shall remit the withholding taxes to the tax authorities as required by law and enable Eppendorf to claim a withholding tax credit or refund by providing immediately an appropriate withholding tax certificate. If Eppendorf is unable to claim credit or refund due to a delay in providing such certificate by the Customer or due to deficiencies in such certificate, then the Customer shall reimburse the previously withheld taxes to Eppendorf. The Customer is obliged to take any actions and measures which help – within the boundaries of the law – to reduce or eliminate the withholding tax burden.
4.7. Unless otherwise agreed, payment must be made within thirty (30) days from the invoice date without any deduction.
4.8. In the event of late payment, Eppendorf is entitled to charge statutory default interest at a rate of nine (9) percentage points above the current base interest rate. The assertion of further damages is not excluded.
4.9. The right to offset counterclaims and/or withhold payments is only available to the Customer to the extent that their counterclaims are undisputed or have been legally established.
5. Execution of the Service Contract
5.1. Unless otherwise agreed between the parties, a service contract refers to the scope of services specified by Eppendorf in the offer. Services not explicitly mentioned therein, which are performed at the Customer's request, will be charged additionally.
5.2. If the Customer and Eppendorf agree on billing the services based on time and materials, in addition to labor costs, the consumables, spare parts, and accessories required for the provision of the services will also be charged.
5.3. Components replaced during a repair will be properly disposed of by Eppendorf on behalf of the Customer. The disposal costs can be charged to the Customer.
5.4. If the provision of the agreed services by Eppendorf is delayed due to actions or omissions by the Customer or their employees, representatives, or contractors, Eppendorf is entitled to charge the Customer for the additional effort incurred at Eppendorf's current hourly rate.
5.5. If the commissioned services cannot be provided at the agreed time or cannot be fully provided for reasons within the Customer's responsibility, Eppendorf is entitled to claim compensation for the resulting costs (e.g., travel expenses). If the work cannot be started or continued even after a reasonable grace period set by Eppendorf has expired, Eppendorf is entitled to withdraw from the respective contract. In this case, Eppendorf's right to claim damages remains unaffected.
5.6. Eppendorf reserves the right to use suitable third parties to perform the services. Eppendorf's liability to the Customer is not affected by the involvement of third parties.
5.7. Eppendorf is subject to binding regulatory requirements for certain services (e.g., calibrations according to specific ISO standards). If certified procedures are affected, conflicting instructions from the Customer may be refused.
6. Provision of Services at the Customer's Facilities
6.1. The Customer can cancel services to be performed at the Customer's facilities free of charge if Eppendorf is informed in writing (e.g., via email) three (3) months (hereinafter referred to as the "Cancellation Period") before the agreed date. If the Customer cancels services or parts thereof after the Cancellation Period, which were to be performed at the Customer's facilities as agreed, the Customer bears the costs incurred by Eppendorf due to the cancellation.
6.2. Unless otherwise agreed in individual cases, travel costs will be charged separately.
6.3. The Customer must support Eppendorf's service personnel during the provision of services and, in particular, ensure that:
i. free access to the affected Equipment for Eppendorf's service personnel is provided;
ii. the Equipment is ready for service, meaning it is clean, decontaminated, and not in use (except in cases of mandatory continued operation);
iii. Eppendorf's service personnel are adequately informed about potential on-site hazards and sufficient personal protective Equipment is provided; and
iv. a contact person is designated who is authorized to make and receive binding declarations on behalf of the Customer.
6.4. Any delays in the provision of services by Eppendorf caused by the Customer will be charged to the Customer at the current hourly rate for services.
7. Return of Unrepaired Equipment
If the Customer does not place a repair order, an order for the disposal of the Equipment (possibly in connection with the purchase of a replacement Equipment, see section 3.1), or any other instruction within the offer period (see section 3.1) after the preparation of a cost estimate, Eppendorf reserves the right to return the Equipment to the Customer in the condition it was in at the time of receipt by Eppendorf, i.e., assembled but unrepaired, at the Customer's expense and risk. The Equipment will be restored to the condition it was in at the time of receipt by Eppendorf by reassembling the parts that were disassembled for the diagnosis and preparation of the cost estimate. In this case, Eppendorf does not guarantee the functionality and safety of the assembled, unrepaired Equipment and explicitly advises against further use of the Equipment. For the labor involved in reassembling the unrepaired Equipment, Eppendorf may charge a reasonable compensation equivalent to the current rate of up to three working hours of a qualified service technician plus VAT, in addition to the fee for the cost estimate (see section 3.3), as well as a shipping fee.
8. Return of Repaired or Maintained Equipment
8.1. After the completion of the respective service, the return of the Equipment repaired or maintained by Eppendorf is carried out by shipping to the Customer at the delivery address specified in the order. The shipping of Equipment to the Customer within Germany or abroad (subject to the provisions in section 8.4) is carried out to the Customer's location (CPT Incoterms® 2020). Any additional costs for an expedited shipping method requested by the Customer (e.g., air freight) or special packaging, as well as the costs for shipping the delivery to a location other than the Customer's location, are borne by the Customer.
8.2. At the Customer's request, which must be communicated at the time of order, and at the Customer's expense, Eppendorf will take out transport insurance. Eppendorf is entitled to name itself as the beneficiary. In selecting the transport insurer, Eppendorf is only liable for ordinary care.
8.3. If the dispatch by Eppendorf is delayed due to reasons caused by the Customer, the risk of accidental deterioration and accidental loss passes to the Customer upon notification of readiness for dispatch.
8.4. Cross-border deliveries require a separate agreement to ensure compliance with the security regulations of the respective countries. The export/transfer of goods from Germany may be subject to German, EU, and/or US export control/export regulations. The Customer is solely responsible for obtaining the necessary permits. The Customer guarantees that all Equipment handed over to Eppendorf is not subject to any embargo or sanction regulations and is not used for military purposes.
9. Acceptance
9.1. A work performance shall be deemed accepted if Eppendorf has set a reasonable deadline for acceptance by the Customer and the Customer has not refused acceptance within this period, stating at least one defect that is not insignificant and actually exists - or at least appears likely from an objective point of view.
9.2. Unless Eppendorf has expressly set a different deadline for acceptance upon the return of a device, the acceptance of the work performance provided must take place immediately, but no later than within one (1) week of the receipt of the return by the Customer. In the event of a return to the Customer, Eppendorf waives the requirement for the Customer’s declaration of acceptance to be received.
10. Warranty
10.1. The Customer must notify Eppendorf of any defect in a provided service without undue delay and must give Eppendorf the opportunity to remedy the defect through subsequent performance within a reasonable period. If the Customer remedies this defect itself or has it remedied by a third party without prior approval from Eppendorf, Eppendorf shall be released from liability for this defect and any consequential defects resulting therefrom.
10.2. The Customer's claims for defects arising from performed services - including claims for defects for replacement parts installed as part of the services - are governed by statutory provisions. The warranty period for defective service performances, including replacement parts installed as part of the services, is 12 months from acceptance. The warranty period does not restart upon subsequent performance. A statement by Eppendorf regarding a defect claim asserted by the Customer is not to be considered as entering into negotiations about the claim or the circumstances justifying the claim, provided the defect claim is fully rejected by Eppendorf.
10.3. Excluded from any liability for defects are normal and device-typical wear and tear, as well as functional impairments caused by improper use. Improper use particularly includes application errors, i.e., using a device contrary to the operating instructions provided by Eppendorf.
10.4. Design changes or modifications of any kind (e.g., use of non-original or equivalent components, uploading of third-party software) as well as any kind of device manipulation (e.g., repair by unauthorized or insufficiently qualified persons) carried out by the Customer after the completion of services provided by Eppendorf may also lead to the loss of claims for defects. This also applies if the Customer has not implemented software updates recommended by Eppendorf. If Eppendorf provides services on such a device and, at the Customer's request, leaves third-party components in the device, Eppendorf is released from liability for any damaging or risk-increasing effects of third-party components or improper modifications, provided Eppendorf has pointed this out before further execution and accepted the order.
11. Liability
11.1. Eppendorf is liable for damages due to the breach of contractual or non-contractual obligations in accordance with statutory provisions only:
i. for damages resulting from an intentional or grossly negligent breach of duty by Eppendorf;
ii. for damages arising from injury to life, body, or health;
iii. due to the assumption of a quality or durability guarantee;
iv. for damages arising from the breach of a material contractual obligation; or
v. due to mandatory statutory liability, particularly under the Product Liability Act.
11.2. A contractual obligation within the meaning of clause 11.1 iv. is material if it is an obligation whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the Customer regularly relies and may rely. The compensation for the breach of a material contractual obligation is limited to the foreseeable damage typical for the contract at the time of its conclusion.
11.3. Any further liability for damages beyond what is provided for in this clause 11 is excluded, regardless of the legal nature of the asserted claim. This particularly applies to claims for damages due to culpa in contrahendo, other breaches of duty, or tort claims for compensation for property damage pursuant to § 823 BGB.
11.4. The limitations of liability arising from this clause 11 also apply insofar as the Customer demands compensation for futile expenses instead of a claim for damages in lieu of performance.
11.5. To the extent that Eppendorf's liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of Eppendorf's employees, representatives, and vicarious agents.
11.6. The preceding provisions do not involve a shift in the burden of proof to the disadvantage of the Customer.
12. Force Majeure
12.1. Eppendorf is not liable for impossibility or delay insofar as these are due to force majeure or any other event that was not foreseeable at the time of the conclusion of the contract and for which Eppendorf is not responsible.
12.2. Force majeure particularly includes operational disruptions of all kinds, war, insurrection, terrorism, natural disasters, epidemics and pandemics, general shortages of raw materials, and restrictions on energy consumption.
12.3. Such an event also includes incorrect or delayed delivery to Eppendorf by its suppliers, provided Eppendorf is not responsible for this and Eppendorf had concluded a congruent hedging transaction with the respective supplier at the time of the conclusion of the contract with the Customer. This also applies if Eppendorf concludes the hedging transaction immediately after the conclusion of the contract with the Customer.
12.4. If Eppendorf becomes aware of an event as defined in clauses 12.2 or 12.3, Eppendorf will inform the Customer without undue delay. Delivery periods are automatically extended/postponed by the duration of the event, plus a reasonable start-up period. If such events make it substantially more difficult or impossible for Eppendorf to provide the service and the event is not merely of temporary duration, Eppendorf is entitled to withdraw from the contract. The Customer has no claims for damages in this respect.
13. Miscellaneous
13.1. Assignments and other transfers of the Customer's rights and obligations outside the scope of § 354a HGB (assignability of monetary claims) are excluded without the consent of Eppendorf.
13.2. Should any provision of these service conditions and the further agreements made between Eppendorf and the Customer be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provisions, another valid and enforceable provision shall apply, which Eppendorf and the Customer would have agreed upon in view of the purpose and intent of their contractual relationship if they had considered the invalidity or unenforceability of the respective provision at the time of the conclusion of the contract, and which corresponds to their intentions in view of the purpose and intent of their contractual relationship. The same applies in the case of a contractual gap.
13.3. Changes to contractual provisions between Eppendorf and the Customer as well as the waiver of rights under these provisions require written form, unless a stricter form requirement applies. This also applies to a waiver of this written form clause.
13.4. The law of the Federal Republic of Germany applies.
13.5. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Hamburg, Germany. Mandatory statutory jurisdictions remain unaffected.
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Additional bioprocess terms & Conditions
Further specifics and details when purchasing Bioprocess equipmentThe 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.
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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By accepting our BioNsight cloud quote, you also accept the BioNsight cloud terms and conditions: BioNsight Cloud Terms and Conditions
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