Terms & Conditions

Val­id: June 1, 2019

1. Gen­er­al – Scope

1.1 The fol­low­ing gen­er­al terms and con­di­tions of sale and deliv­ery apply to all sales and deliv­er­ies of in.vent, unless oth­er­wise stated in these terms and con­di­tions, in the text of the order con­firm­a­tion or in agree­ments in indi­vidu­al con­tracts between the parties. In addi­tion, the INCOTERMS® 2010 of the Inter­na­tion­al Cham­ber of Com­merce in Par­is or respect­ively in the cur­rent ver­sion at the time of deliv­ery or per­form­ance apply in cross-bor­der traffic.

1.2 Con­flict­ing or devi­at­ing gen­er­al terms and con­di­tions of the buy­er are hereby expressly con­tra­dicted. They shall only become part of the con­tract if in.vent expressly agrees to them in writ­ing.

1.3 These gen­er­al terms and con­di­tions of sale and deliv­ery shall also apply if in.vent car­ries out the deliv­ery to the buy­er without reser­va­tion in the know­ledge of con­flict­ing or devi­at­ing terms and con­di­tions of the buy­er.

1.4 All agree­ments con­cluded between in.vent and the buy­er for the exe­cu­tion of the sales of goods must be in writ­ing. This also applies to a waiver of the writ­ten form require­ment.

2. Prices, order quant­it­ies and deliv­ery dates

2.1 Deliv­er­ies and pur­chase prices are under­stood to be free car­ri­er (FCA). All prices are exclus­ive of VAT.

2.2 Price inform­a­tion (includ­ing any dis­counts) and oth­er con­di­tions in cata­logues, bro­chures and price lists only reflect the status of the issue. Orders of the buy­er are under­stood to be val­id based on prices and con­di­tions on the day of receipt of the order at in.vent. in.vent informs the buy­er of the rel­ev­ant cur­rent prices and con­di­tions.

2.3 in.vent shall indic­ate sur­charges for ship­ping as well as addi­tion­al costs (e.g. for small quant­it­ies) in the invoice.

2.4 Fixed deliv­ery peri­ods do not exist. Deliv­ery dates are non-bind­ing.

2.5 in.vent reserves the right and timely self-deliv­ery.

3. Deliv­ery, trans­fer of risk

3.1 The choice of ship­ping meth­od is reserved for in.vent. in.vent executes the con­tract of car­riage and informs the buy­er. When send­ing frozen samples, in.vent cal­cu­lates the amount of coolant required accord­ing to the time estim­ated by the ship­ping com­pany plus 24h. Pack­aging, freight, cus­toms duties, taxes and coolant will be charged to the buy­er.

3.2 Upon dis­patch of the order or the han­dover to the trans­port com­pany, the risk of acci­dent­al loss or acci­dent­al deteri­or­a­tion of the products passes to the buy­er.

3.3 If the Seller is in default, he shall be liable for dam­ages incurred by the Buy­er only in the event of intent and gross neg­li­gence. Fur­ther leg­al claims of the buy­er remain unaf­fected.

4. Lim­it­a­tion of use

4.1 Goods delivered by in.vent may con­tain products whose use is sub­ject to pat­ent or licens­ing restric­tions by the Buy­er. Details of such restric­tions can be found in the rel­ev­ant cata­logue, the pack­age leaf­let or, where applic­able, the in.vent web­site. These can also be reques­ted by the buy­er before and after the con­clu­sion of the con­tract at in.vent.

4.2 The products sup­plied by in.vent are not medi­cin­al products and may not be used in their entirety or in parts on or in the human or anim­al organ­ism. Applic­a­tions are lim­ited to dia­gnost­ic research and devel­op­ment, as well as to the pro­duc­tion of IVD / bioana­lyt­ics or to the pro­duc­tion of products for it.

4.2 To the extent applic­able med­ic­al device reg­u­la­tions – to which the use of the Products are sub­ject to – require this, the Products may only be oper­ated or applied in accord­ance with the inten­ded use, spe­cific­a­tions and indic­a­tions spe­cified in the offer or as spe­cified in the Cer­ti­fic­ate and/or the Oper­at­or Manu­al (“Pur­pose”). Should the buy­er make changes to the products, this is done on his own respons­ib­il­ity. in.vent accepts no liab­il­ity to the buy­er and does not guar­an­tee leg­al or reg­u­lat­ory con­form­ity with regard to products that are oper­ated or applied and/or mod­i­fied con­trary to their inten­ded pur­pose and/or with oth­er products/components com­bined.

5. Force majeure, con­trac­tu­al obstacles

Force majeure of any kind, unfore­see­able oper­a­tion­al, traffic or ship­ping dis­rup­tions, fire dam­age, floods, unfore­see­able short­ages of power, energy, raw mater­i­als or aux­il­i­ary mater­i­als, strikes, lock­outs, offi­cial orders or oth­er Obstacles for which parties are not respons­ible for per­form­ance, which make the pro­duc­tion, dis­patch, deliv­ery, accept­ance, delay or unreas­on­able, release in.vent from the oblig­a­tion to deliv­er or accept the defect for the dur­a­tion and extent of the dis­rup­tion. This also applies if the cir­cum­stances occur with sup­pli­ers. If the deliv­ery or accept­ance is exceeded by more than 8 weeks as a res­ult of the dis­rup­tion, both parties are entitled to with­draw from the con­tract and there are no claims for dam­ages in this respect.

6. Notice of defects and claims for defects

6.1 in.vent and the Buy­er will ful­fil their con­trac­tu­al oblig­a­tions with the care of a reg­u­lar busi­ness­man. The buy­er must care­fully inspect the received goods for quant­ity, qual­ity and defects imme­di­ately upon arrival. He has to claim obvi­ous defects at in.vent, in writ­ing at the address in.vent Dia­gnost­ica GmbH, Neuen­dorf­str. 17, 16761 Hen­nigs­dorf, and imme­di­ately, but at the latest with­in 10 cal­en­dar days after the arrival of the goods, stat­ing sample num­bers, invoice num­ber and invoice date. Hid­den defects must also be repor­ted imme­di­ately, at the latest with­in 10 cal­en­dar days after the defect has been iden­ti­fied.

6.2 At in.vent’s request, the Buy­er shall send in.vent doc­u­ments such as deliv­ery notes and pack­ing slips in the ori­gin­al or in copy, as well as any sig­na­tures on pack­ages or to for­ward the goods to in.vent for pro­fes­sion­al rec­ti­fic­a­tion of the good.

6.3 in.vent shall be liable for the absence of defects with­in a peri­od of 12 months in the event of timely, duly col­lec­ted and jus­ti­fied com­plaints of defects. In his jus­ti­fic­a­tion for defects, the buy­er shall describe the defect in such a way that in.vent is able to retrace the defect. The stat­utory lim­it­a­tion peri­od val­id in Ger­many applies if in.vent has fraud­u­lently con­cealed the defect.

6.4 In the event of defect­ive goods, in.vent may first repair or resup­ply at its choice (sub­sequent per­form­ance). in.vent has the right to repeat a failed sub­sequent per­form­ance. in.vent may refuse sub­sequent per­form­ance if it entails dis­pro­por­tion­ate costs.

6.5 Claims of the buy­er due to defects are excluded in the case of non-sub­stan­tial mater­i­al defects. In par­tic­u­lar, this is the case with a neg­li­gible mater­i­al defect where the value or suit­ab­il­ity for ordin­ary use is of an insig­ni­fic­ant reduc­tion.

6.6 If the sub­sequent rec­ti­fic­a­tion has failed, is refused, unreas­on­able or if the buy­er has unsuc­cess­fully set a reas­on­able time lim­it for sub­sequent per­form­ance by in.vent or if a time lim­it is not neces­sary, the buy­er is entitled to demand a reduc­tion or to with­draw from the con­tract.

7. With­draw­al and dam­ages instead of per­form­ance

7.1 If in.vent does not per­form a ser­vice due or does not com­ply with the con­tract (“breach of duty”), the buy­er is only entitled to with­draw from the con­tract or to com­pens­a­tion instead of per­form­ance, a) if it is a sig­ni­fic­ant breach of duty by in.vent, b) if he asks in.vent in writ­ing to improve the ser­vice with­in a reas­on­able peri­od in accord­ance with the nature of the ser­vice, and c) if in.vent has not per­formed with­in that peri­od.

7.2 Unaf­fected by this sec­tion 7, the stat­utory pro­vi­sions of the Ger­man Civil Code (BGB) in force at the time of per­form­ance apply.

7.3 If in.vent has not per­formed or has not per­formed in accord­ance with the con­tract with­in the peri­od set by the Buy­er, in.vent may request the Buy­er to declare wheth­er he con­tin­ues to insist on the pro­vi­sion of the ser­vice, sub­ject to a reas­on­able peri­od of time. Until the buyer’s decision has been made, in.vent is not obliged to per­form.

7.4 In cases of the pur­chase of con­sumer goods, the rights of the buy­er in accord­ance with Sec­tion 478 (recourse of the entre­pren­eur) and 479 BGB (lim­it­a­tion of claims for recourse) remain unaf­fected.

8. Liab­il­ity

8.1 Liab­il­ity of in.vent – regard­less of the leg­al reas­on – shall only occur if the dam­age is caused by slightly neg­li­gent breach of a fun­da­ment­al con­trac­tu­al oblig­a­tion or is due to gross neg­li­gence or intent on the part of in.vent.

8.2 Claims for dam­ages under the Product Liab­il­ity Act, as well as for injury to life, body or health or due to the assump­tion of a guar­an­tee remain unaf­fected.

8.3 Inso­far as in.vent’s liab­il­ity is excluded or lim­ited, this also applies to the per­son­al liab­il­ity of its employ­ees, rep­res­ent­at­ives and vicari­ous agents.

8.4 in.vent is also only liable for the loss of data and pro­grams and their recov­ery with­in the scope of this clause 8. in.vent shall not be liable for such dam­ages if and to the extent that the buy­er has not taken adequate pre­cau­tions against data loss, in par­tic­u­lar by mak­ing backup cop­ies of all pro­grams and data. The mak­ing of backup cop­ies must be car­ried out at the usu­al inter­vals in the buyer’s area of activ­ity but should be car­ried out at least once a day.

9. Pay­ment

9.1 Pay­ment must be made with­in 14 cal­en­dar days from the invoice date.

9.2 in.vent reserves the right to use pay­ments to settle the old­est claims due plus the default interest and costs accrued there­on, in the order of costs, interest, receiv­ables.

9.3 The Buy­er may only off­set against claims of in.vent by writ­ten declar­a­tion to in.vent if his coun­ter­claim is undis­puted or if a leg­ally bind­ing title exists.

9.4 The asser­tion of a right of reten­tion due to non-recog­nised or not leg­ally estab­lished coun­ter­claims is excluded, inso­far as these claims are not based on the same con­trac­tu­al rela­tion­ship.

9.5 in.vent has the right to refuse deliv­ery if, after the con­clu­sion of the con­tract, it becomes appar­ent that its right to pay­ment of the deliv­ery is jeop­ard­ised by the buyer’s inab­il­ity to per­form. This right to refuse per­form­ance shall be waived if the pay­ment is effected or if the buy­er provides reas­on­able secur­ity. in.vent has the right to set the buy­er a reas­on­able peri­od of time dur­ing which the buy­er must either make the pay­ment for deliv­ery and provide a secur­ity for the deliv­ery. After the expiry of the peri­od, in.vent has the right to with­draw from the con­tract. In addi­tion, in the above-men­tioned case of the loss of the buyer’s assets, in.vent has the right to provide the deliv­ery of goods only against advance pay­ment or per­form­ance of an adequate secur­ity.

10. Late pay­ment

10.1 If the buy­er is in default with a pay­ment, a cheque is not prop­erly cashed, no com­pens­a­tion is made in the SEPA com­pany dir­ect deb­it pro­ced­ure or if a sig­ni­fic­ant deteri­or­a­tion occurs in the fin­an­cial cir­cum­stances of the debt­or, all out­stand­ing Claims, includ­ing any deferred claims by in.vent against the buy­er, are due for imme­di­ate pay­ment.

10.2 If the Buy­er is in default with the pay­ment or exceeds the agreed pay­ment tar­get in the case of a mutu­al trad­ing trans­ac­tion, interest of nine per­cent­age points above the applic­able base interest rate shall be due. in.vent reserves the right to claim com­pens­a­tion for fur­ther dam­age.

11. Reten­tion of title

11.1 in.vent reserves the title to the delivered goods until all pay­ments from the busi­ness rela­tion­ship with the buy­er have been received. in.vent’s prop­erty also extends to new products res­ult­ing from the pro­cessing of the goods sub­ject to reten­tion of title. The pro­cessing is car­ried out for in.vent as a man­u­fac­turer. In the case of pro­cessing, com­bin­a­tion or mix­ing with items that do not belong to in.vent, in.vent acquires co-own­er­ship in pro­por­tion to the invoice value of its reserved goods to the invoice val­ues of the oth­er mater­i­als.

11.2 The reten­tion of title shall remain in force even if the rel­ev­ant claim(s) of in.vent is included in a cur­rent account and the bal­ance is drawn and recog­nised.

11.3 in.vent is entitled to with­draw from the con­tract and to take back the goods in the event of a breach of con­tract by the buy­er, in par­tic­u­lar in the event of a delay in pay­ment. The attach­ment of the goods sub­ject to reten­tion of title by in.vent always means the declar­a­tion of with­draw­al from the con­tract.

11.4 The buy­er must treat the reserved goods with care. He is obliged to insure the reserved goods at his own expense against fire, water and theft dam­age suf­fi­ciently at the new value, and already assigns his com­pens­a­tion claims under these insur­ance con­tracts to in.vent.

11.5 In the event of attach­ments or oth­er inter­ven­tions by third parties, the buy­er must noti­fy in.vent imme­di­ately in writ­ing so that in.vent can bring an action for third-party oppos­i­tion (Sec­tion 771 of the Code of Civil Pro­ced­ure). Inso­far as the third party is not able to reim­burse in.vent for the leg­al and extraju­di­cial costs of an action pur­su­ant to Sec­tion 771 of the Ger­man Civil Code (ZPO), the buy­er shall be liable for the loss incurred by in.vent.

11.6 The buy­er is entitled to resell the goods in the ordin­ary course of busi­ness; how­ever, he already assigns all claims in the amount of the invoice value (includ­ing VAT) from the sale of the goods, includ­ing bills of exchange and cheques, to secure the respect­ive claims to in.vent. In the case of dis­pos­als of goods in which in.vent has co-own­er­ship, the assign­ment is lim­ited to the share of the receiv­ables cor­res­pond­ing to its share of co-own­er­ship. The buy­er remains entitled to col­lect these claims even after the assign­ment. The power of in.vent to col­lect the claim itself remains unaf­fected by this. How­ever, in.vent is obliged not to col­lect the claim as long as the buy­er ful­fils his pay­ment oblig­a­tions to in.vent, does not default on pay­ment and, in par­tic­u­lar, no applic­a­tion for the open­ing of insolv­ency pro­ceed­ings has been filed. If this is the case, in.vent may require the buy­er to inform him of the assigned claims and their debt­ors, to provide all inform­a­tion neces­sary for col­lec­tion, to hand over the rel­ev­ant doc­u­ments and to inform the third parties of the assign­ment.

11.7 If the deliv­ery item is delivered to a place out­side the Fed­er­al Repub­lic of Ger­many as inten­ded or brought to such a place by the buy­er, the fol­low­ing applies primar­ily to para­graphs 11.1 to 11.6: The buy­er will ensure that the reten­tion of title is effect­ively pro­tec­ted by in.vent in the coun­try in which the deliv­ery item is loc­ated or to which it is to be trans­por­ted. Inso­far as cer­tain actions are neces­sary for this pur­pose (e.g. a spe­cial mark­ing of the deliv­ery item or a loc­al register entry), the buy­er will carry them out in favour of in.vent. Should in.vent be reques­ted to cooper­ate, the buy­er will inform in.vent imme­di­ately. In addi­tion, the buy­er will inform in.vent about all essen­tial cir­cum­stances that are import­ant in the con­text of the widest pos­sible pro­tec­tion of in.vent’s prop­erty. In par­tic­u­lar, he will provide in.vent with all doc­u­ments and inform­a­tion neces­sary to enforce these prop­erty rights.

12. Resale and sub­mis­sion

12.1 The Buy­er is obliged to com­ply with the Law against Unfair Com­pet­i­tion and, if applic­able, med­ic­al device law reg­u­la­tions on his own respons­ib­il­ity in the event of resale or sup­ply.

12.2 The buy­er is obliged to observe that products sup­plied by in.vent are not medi­cin­al products and may not be used in their entirety or in parts on or in the human or anim­al organ­ism. Applic­a­tions are lim­ited to dia­gnost­ic research and devel­op­ment, as well as to the pro­duc­tion of IVD / bioana­lyt­ics or to the pro­duc­tion of products for it.

12.3 Without the pri­or express writ­ten con­sent of in.vent, it is not per­mit­ted to use pro­tec­ted trade­marks of in.vent for goods of for­eign man­u­fac­ture or for pro­cessed ori­gin­al goods.

12.4 The buy­er is also obliged to sell or hand over the delivered goods only in full (i.e. includ­ing pack­aging, pack­age leaf­lets, user manu­als, warn­ings, etc.) in the event of resale.

12.5 The Buy­er is advised that goods or deliv­ery items (and, if applic­able, the know-how con­tained in them) may be sub­ject to export or import con­trol. Each Party is respons­ible for com­ply­ing with the rel­ev­ant export and import con­trol reg­u­la­tions.

13. Con­fid­en­ti­al­ity and data pro­tec­tion

13.1 The Con­tract­ing Parties under­take to provide any inform­a­tion that may be made avail­able to them in con­nec­tion with this Agree­ment or any oth­er occa­sion in con­nec­tion with the Busi­ness Rela­tion­ship which is des­ig­nated as con­fid­en­tial or which may be clas­si­fied as a busi­ness or trade secrets, to keep them secret and to not record them or to exploit them in any way, to the extent not neces­sary for the pur­pose of the con­tract. If con­fid­en­tial inform­a­tion is to be dis­closed as a res­ult of a decision or order of a pub­lic author­ity, a court or in accord­ance with man­dat­ory leg­al or reg­u­lat­ory pro­vi­sions, the oth­er party shall, to the extent per­mit­ted, inform in writ­ing and without delay; fur­ther­more, the party obliged to dis­close will do its utmost to ensure that the con­fid­en­tial inform­a­tion is kept con­fid­en­tial by the body con­cerned.

13.2 in.vent under­takes to com­ply with applic­able data pro­tec­tion reg­u­la­tions and in par­tic­u­lar the pro­vi­sions of the GDPR and the BDSG. All human bio­ma­ter­i­als are delivered to the buy­er in an anonymised form by in.vent. Access to per­son­al iden­ti­fic­a­tion data by the buy­er is nev­er pos­sible. Per­son­al iden­ti­fic­a­tion genet­ic tests on the sup­plied mater­i­als are excluded at any time. All human bio­ma­ter­i­als dis­trib­uted by in.vent are eth­ic­ally recovered in accord­ance with the applic­able reg­u­la­tions, tak­ing into account the Declar­a­tions of Hel­sinki and Taipei. Eth­ics votes and declar­a­tions of con­sent are only avail­able if this is required by the nation­al reg­u­la­tions of the coun­try of ori­gin, tak­ing into account the way in which samples are taken.

14. Place of per­form­ance, place of jur­is­dic­tion, applic­able law, oth­er

14.1 Place of per­form­ance is Hen­nigs­dorf.

14.2 Neurup­pin is the exclus­ive place of jur­is­dic­tion for all dis­putes between the parties arising out of or in con­nec­tion with this Agree­ment or their busi­ness rela­tion­ship.

14.3 Should indi­vidu­al pro­vi­sions of the con­tract be or become inef­fect­ive or void in whole or in part, this shall not affect the valid­ity of the remain­ing pro­vi­sions. Instead of the inval­id or void pro­vi­sions, the leg­ally effect­ive pro­vi­sion that comes closest to the eco­nom­ic pur­pose of the inval­id or void pro­vi­sions shall apply. The same applies in cases of a gap.

in.vent Dia­gnost­ica GmbH
Neuen­dorf­str. 17
16761 Hen­nigs­dorf
Phone: +49 3302 55199–0
inventdiagnostica.de