§ 1 Scope
These Terms and Conditions (T&C) apply to all contracts, deliveries and other services of Noxygen Science Transfer & Diagnostics GmbH (hereinafter the “Provider") in connection with the VitaScreen product. Deviating, conflicting or supplementary terms of the customer shall not become part of the contract unless the Provider expressly agrees to their validity in writing. These T&C apply to entrepreneurs (businesses), legal entities under public law and special funds under public law.
§ 2 Contracting party
Noxygen Science Transfer & Diagnostics GmbH
Lindenmatte 42, 79215 Elzach, Germany
Managing Director: Dr. Bruno Fink · Freiburg i. Br. Local Court (Amtsgericht), commercial register no. HRB 280513
§ 3 Offer and conclusion of contract
The Provider's offers are subject to change and non-binding, unless they are expressly marked as binding. A contract is concluded only upon the Provider's written order confirmation or upon execution of the delivery.
§ 4 Prices
All prices are exclusive of the statutory value added tax applicable at the relevant time, as well as any shipping, packaging and transport costs, unless otherwise agreed.
§ 5 Terms of payment
Unless otherwise agreed, deliveries are due net within 14 days of the invoice date or by advance payment. In the event of default in payment, the Provider is entitled to charge default interest at a rate of 10 percentage points above the respective base rate of the European Central Bank, as well as a reminder fee of €40. The right to assert further damages caused by the default remains reserved.
§ 6 Delivery
Delivery dates and periods are non-binding unless they have been expressly agreed as binding. Unless otherwise agreed, delivery is made FCA Elzach (Incoterms 2020).
§ 7 Retention of title
The delivered goods remain the property of the Provider until full payment of all claims arising from the business relationship.
§ 8 Warranty
The warranty period for devices is one year from the transfer of risk, unless mandatory statutory provisions stipulate a longer period. Consumables and glass parts are excluded from the warranty. Defects must be reported in writing without undue delay after discovery.
§ 9 Liability
The Provider is liable for damages — irrespective of the legal grounds — only in the case of intent and gross negligence, as well as in the case of a breach of material contractual obligations. In the case of ordinary negligence, liability is limited to the contractually typical, foreseeable damage. Liability for injury to life, body and health, as well as liability under the Product Liability Act (Produkthaftungsgesetz), remains unaffected. Any liability beyond this exists only insofar as a specific characteristic has been warranted in writing.
§ 10 Intended use / diagnostics
VitaScreen is an in-vitro diagnostic device (IVD) and must be used exclusively by qualified specialist personnel in accordance with the instructions for use and the labelled intended purpose. Applications labelled as research and development (R&D) are not billable routine services.
§ 11 Export control
The delivered products may not be exported without the prior written consent of the Provider. The customer shall comply with the applicable export and import regulations in force at the relevant time.
§ 12 Applicable law and place of jurisdiction
The law of the Federal Republic of Germany applies, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from the business relationship is — to the extent legally permissible — Freiburg im Breisgau.
§ 13 Severability clause
Should individual provisions of these T&C be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby. The invalid provision shall be replaced by the legally permissible provision that comes closest to its economic purpose.