Terms of Service of GeneCon International GmbH
GeneCon International GmbH, Grengracht 39, 52499 Baesweiler - provides services in the fields of molecular biology analysis and quality management. Our deliveries and services are exclusively subject to the following General Terms and Conditions (GTC). By accepting an offer, an order confirmation, or at the latest with the issuing of an order or acceptance of a delivery or service, the purchaser acknowledges that these General Terms and Conditions apply to all current and future business relations.
Our silence on differing terms of business of the customer does not imply any agreement with their validity; whose inclusion in the contractual relationship is objected. Any deviation from these terms shall be deemed a rejection of the order, but a receipt (also subject to reservation) of our delivery or service as acceptance of the terms and conditions.
Deviating conditions can only be agreed with our management.
Scope of our deliveries and services
The scope of our deliveries and services shall be governed by the written declarations made by us on both sides. If a contract has been concluded without such declarations, our written order confirmation is binding. If the customer does not object to the content of our order confirmation in writing without delay, but at the latest within a period of seven days from receipt, the contract with this content is binding. If our order confirmation is missing, the written order of the customer shall be decisive.
Our offers are free. Orders, agreements and prices shall only be binding upon our written order confirmation. Our offer documents, in particular illustrations, drawings and figures, contain only approximate values unless they have been expressly designated by us as binding.
Ancillary agreements, reservations, amendments or additions to an order require the prior written agreement with our management.
We reserve the right at any time and without the consent of the Purchaser to modify procedures used by us for technical reasons insofar as this is legally permissible and corresponds to the state of the art in science and technology.
In the absence of a conflicting agreement, we are entitled to use all or part of the work of our own, adequately qualified contractors (subcontracting). However, our obligations to the customer remain unaffected.
Prices and terms of payment
In the absence of any other agreement, our price list shall be valid for our deliveries and services in the version valid at the time of conclusion of the contract or the prices of a respective specific offer. Prices for the delivery of goods are ex works. All our prices are subject to the statutory value-added tax applicable at the time of conclusion of the contract as well as, where applicable, insurance, packaging and shipping costs.
If we are to change our prices against the prices at the time of conclusion of the contract until the delivery of goods and the delivery is to be made more than four months after conclusion of the contract, we are entitled to adjust the price. The extent of the price adjustment must correspond to the changes made since the contract was concluded.
Unless otherwise agreed in writing, invoices for the goods delivered by us shall be due immediately after receipt of the invoice by the Purchaser without deduction. Invoices for services provided by us are due immediately upon receipt of the invoice without deduction. If the customer withdraws payments in full or in part by invoking non-acknowledged complaints, he is not entitled to deduct any cash discount.
If the customer is unsuccessfully executed, his payments are made, a bill of exchange or check to be accepted by him or a request for the opening of insolvency proceedings against his assets, all our accounts receivable are immediately due.
The consequences of the default in payment are governed by the statutory provisions. For each reminder we collect a flat rate of 10 €. The Purchaser reserves the right to prove that a delay in arrears has not occurred or has been incurred to a significantly lesser extent. We also reserve the right to assert a further default.
Invoices are generally payable immediately. For invoices which are not settled within a period of 30 days after the date of the invoice, we are entitled to interest in the amount of 8% for trade and 5% for consumer transactions, in accordance with § 288 BGB (German Civil Code) Interest rate.
The purchaser can only set off claims which are undisputed or legally binding.
If the purchaser is a merchant and the contract is part of the business of his trade, he is not entitled to a right to refuse performance pursuant to § 320 BGB or any other right of retention. This also applies to a right of retention due to alleged defects of the delivery before the warranty is executed and to the commercial right of retention pursuant to § 369 HGB.
If the customer is a private individual, the customer will be billed in advance, unless agreed otherwise.
We are endeavoring to carry out standard investigations within approximately two to four working days, express analyzes within 5 to 24 hours or a weekend, studies of large series within approximately two to four weeks. This information is intended as a guideline. We are only obliged to meet certain deadlines if this is expressly and in writing agreed with our management. Any observance of time limits requires the timely access to the information and documents to be provided by the Purchaser as well as compliance with the agreed terms of payment and other obligations by him; otherwise the deadlines will be extended according to the delay caused by it.
An agreed delivery period shall be deemed to have been met with the provision of the goods to the purchaser. If the shipment has been agreed upon, the deadline is met when the complete consignment has been dispatched.
If their non-compliance is attributable to force majeure or to the occurrence of other, objectively unpredictable and serious obstacles, agreed deadlines shall be extended correspondingly. This also applies if such circumstances occur with our suppliers.
If the agreed deadline is not met, the customer can only assert a default of delay if this has been specifically agreed. In this case, the purchaser shall have the right to set a reasonable deadline for us and to rescind the contract after its fruitless expiration.
If the purchaser breaks the contract or refuses to fulfill the contract without being entitled to do so, we have the right to demand compensation of 30% of the net order sum instead of the fulfillment of the contract. We reserve the right to assert a higher damage. The Purchaser shall have the right to prove that damage has not occurred to us or has occurred to a significantly lesser extent.
Transfer of risk and dispatch
If dispatch of our goods has been agreed, the risk passes to the customer as soon as the complete consignment has been dispatched or picked up; this shall also apply insofar as the delivery is effected by ourselves.
If the dispatch or delivery of the delivery is delayed at the request of the customer, the risk already passes to him for the time of the delay. We are, however, obligated to conclude an insurance policy which he desires at his expense.
Packaging and dispatch are carried out at the expense of the customer with customary care; at his request and his expenses, the consignment will be insured against us by us against breakage, transport and fire damage.
Liability and warranty
If our services are in analysis and diagnostics, we are only liable for the fact that the statutory provisions applicable at the time the contract is concluded, in particular the method to be applied, are adhered to by us, that we carry out procedures according to the state of science and technology at contract conclusion, results are correct and complete to this extent. Any further liability, in particular for consequences of the use of results of our services or their usability for a specific purpose, is expressly excluded.
If we undertake the implementation of services in the field of human medical DNA diagnostics, our work results do not exceed the objective diagnosis results any statements, stipulations or conclusions. We would like to point out that such statements are solely for the physician and we do not have any medical qualifications. We will only accept orders for human medical DNA diagnostics after we have explicitly informed the customer of this fact and confirmed this in writing in a separate document.
The purchaser is solely responsible for the delivery and quality of samples submitted to us. Is nothing else - e.g. Return to the purchaser or storage - agreed, the samples will be disposed of by us after examination. If the submitted sample samples contain specific risks (for example, explosive, carcinogenic, toxic), the purchaser shall inform us accordingly both in writing of the order and the identification of the sample containers; the purchaser shall be liable for all consequences of a breach of this obligation.
We do not give any assurances about the respective characteristics of our goods. In particular, product descriptions do not have the character of an assurance. We shall not assume liability for any consequential loss of defects, unless we have confirmed in writing that we wish to also be liable for damages to other assets of the customer.
The defective goods will be reworked at our option free of charge or delivered new. If the rectification or replacement delivery fails, if it is not provided within a reasonable period of time, refuses or fails for other reasons, the customer can demand the cancellation of the contract (conversion) or reduction of the remuneration (reduction).
The customer is obliged to examine our deliveries immediately. If he is a merchant, he must notify us by registered post within a period of ten calendar days of notice of the deficiencies noted, indicating the concrete objections. The period begins with open defects with surrender, with concealed defects with the discovery. For non-merchants only a complaint period of two weeks applies to open defects. If the time limit expires, the customer's warranty claims are excluded.
In the case of goods deficiencies which are attributable to our suppliers, our warranty obligation is, in principle, limited to the assignment to the purchaser. Our warranty obligation is revived, as far as the assigned claims are justified, but not enforceable.
The warranty claims are only for the purchaser; he is not entitled to assign these claims to third parties.
Unless otherwise specified herein, to the extent that we, our agents or vicarious agents, are not subject to gross negligence or willful intent, and to the extent that mandatory law does not conflict, claims for damages by the purchaser including those arising from positive breach of duty, Action, against us excluded.
Our liability ceiling is € 5 million. By placing the order, this liability ceiling, which is known by the GTCs, is accepted.
Copyright and information rights
When the order is placed, the purchaser agrees that we store and process the data relating to his person and to the order to the extent necessary for the execution of the order.
Examination reports and raw data shall be archived by us and stored for a period of ten years from the date of conclusion of the order, in the absence of an opposing agreement; then we are entitled, but not obligated, to destroy them. We are entitled to retrieve sample samples from our sample and store them for a period of six months.
We reserve all copyright and other proprietary rights to all test reports, diagnostic, planning or certification documents produced by us and similar documents. Without our prior written consent, the Purchaser shall not be entitled to disclose, reproduce, publish or otherwise distribute such documents to any third parties.
We are comprehensively obligated to the customer to maintain confidentiality. Unless otherwise agreed in writing with our management, we shall notify the results of our analysis or diagnostic services and other order-related information exclusively to the customer or his expressly legitimated representative.
Only the original test reports are legally valid. Test reports that are generated digitally and sent by e-mail or pre-sent by fax have merely informative character. Legal claims which are not derived from the test reports sent in the original are not justified and are rejected.
Interests / Withdrawal
Goods delivered by us remain our property until the fulfillment of all claims which are due to us - irrespective of the legal basis - against the purchaser.
In the event of a significant deterioration in the purchaser's assets, as well as if, after conclusion of the contract, we become aware of his creditworthiness (for example, by the provision of a respected credit agency), we shall be entitled to demand advance payment or guarantee at any time before delivery; after delivery, we are entitled to prohibit the sale or consumption and to demand the surrender of the goods to us. If the purchaser does not comply with a corresponding demand, we are entitled to withdraw from the contract.
Place of performance for deliveries and payments is Baesweiler.
If the purchaser is a private individual, a full-time buyer, a legal entity under public law or a special fund under public law, Schleiden's place of jurisdiction is Schleiden. We are also entitled to sue at the court of the Buyer's choice.
The contractual relationship and all disputes arising therefrom shall also be subject to the law of the Federal Republic of Germany, to the extent permissible, to the exclusion of all other legal orders and international agreements, even with foreign orders. The United Nations Convention on Contracts for the International Sale of Goods (CISG), the Hague Convention of 1 July 1964, as well as the applicable implementing laws shall be applied to foreign orders only if this has been agreed separately, expressly and in writing with us.
The invalidity or inapplicability of one provision or several provisions of these General Terms and Conditions does not lead to invalidity or inapplicability of the remaining provisions; the ineffective or inapplicable provision is to be replaced by a system which corresponds to it economically.