Términos y
Condiciones
Condiciones Generales en PDF
GENERAL CONDITIONS FOR THE
SUPPLY OF PRODUCTS AND SERVICES
I. GENERAL
1. The scope of deliveries and/or services (hereinafter referred to as
"Supplies") shall be determined by the written declarations of both
Parties. General terms and conditions of the Purchaser shall apply only
if and when expressly accepted by the supplier or the provider of
services (hereinafter referred to as "JULABO") in writing.
2. JULABO herewith reserves any industrial property rights and/or
copyrights pertaining to its cost estimates, drawings and other
documents (hereinafter referred to as "Documents"). The Documents shall
not be made accessible to third parties without JULABO prior consent and
shall, upon request, be returned without undue delay to JULABO if the
contract is not awarded to JULABO. Sentences 1 and 2 shall apply mutatis
mutandis to documents of the Purchaser; these may, however, be made
accessible to third parties to whom JULABO may rightfully transfer
Supplies.
3. The illustrations, dimensions, descriptions, technical details as well
as packing units indicated in the respective catalogs, are not
obligatory, JULABO reserve themselves expressly changes.
4. Partial Supplies shall be allowed, unless they are unreasonable to
accept for the Purchaser.
II. PRICES AND TERMS OF PAYMENT
1. Prices shall be ex works and exclude packaging; value added tax shall
be added at the then applicable rate. All prices are subject to
confirmation, relate to the specified price unit. Packaging will be
invoiced at cost price. JULABO rerserve itself the right to surcharges
for the dawn of packing units.
2. If JULABO is also responsible for assembly or erection and unless
otherwise agreed, the Purchaser shall pay the agreed remuneration and
any incidental costs required, e.g. travel costs, costs for the
transport of tools and equipment, and personal luggage as well as
allowances.
3. Payments shall be made free at JULABO paying office.
4. The Purchaser may set off only those claims that are undisputed or
against which no legal recourse is possible.
III. RETENTION OF TITLE
1. Items pertaining to the Supplies ("Retained Goods") shall remain the
property of JULABO until each and every claim JULABO has against the
Purchaser on account of the business connection has been fulfilled. If
the combined value of the security interests of JULABO exceeds the value
of all secured claims by more than 20 %, JULABO shall release a
corresponding part of the security interest if so requested by the
Purchaser.
2. For the duration of the retention of title, the Purchaser may not
pledge the Retained Goods or use them as security, and resale shall be
possible only for resellers in the ordinary course of their business and
only on condition that the reseller receives payment from its customer
or makes the transfer of property to the customer dependent upon the
customer fulfilling its obligation to effect payment.
3. The Purchaser shall inform JULABO forthwith of any seizure or other act
of intervention by third parties.
4. Where the Purchaser fails to fulfil its duties, including failure to
make payments due, JULABO shall be entitled to cancel the contract and
take back the Retained Goods in the case of continued failure following
expiry of a reasonable time set by JULABO; the statutory provisions that
a time limit is not needed remain unaffected. The Purchaser shall be
obliged to surrender the Retained Goods.
IV. TIME FOR SUPPLIES; DELAY
1. Times set for Supplies can only be observed if all Documents to be
supplied by the Purchaser, necessary permits and releases, especially
concerning plans, are received in time and if agreed terms of payment
and other obligations of the Purchaser are fulfilled. Unless these
conditions are fulfilled in time, times set shall be extended
appropriately; this shall not apply where JULABO is responsible for the
delay.
2. If non-observance of the times set is due to force majeure such as
mobilization, war, rebellion or similar events, e. g. strike or lockout,
such time shall be extended accordingly.
3. Purchaser's claims for damages due to delayed Supplies as well as
claims for damages in lieu of performance shall be excluded in all cases
of delayed Supplies even upon expiry of a time set to JULABO to effect
the Supplies. This shall not apply in cases of mandatory liability based
on intent, gross negligence, or due to injury of life, body or health.
Cancellation of the contract by the Purchaser based on statute shall be
limited to cases where JULABO is responsible for the delay. The above
provisions do not imply a change in the burden of proof to the detriment
of the Purchaser.
4. At JULABO's request the Purchaser shall declare within a reasonable
period of time whether the Purchaser cancels the contract due to the
delayed Supplies or insists on the Supplies to be carried out.
5. If dispatch or shipment is delayed at the Purchaser's request by more
than one month after notice of the readiness for dispatch was given, the
Purchaser may be charged, for every month commenced, storage costs of
0.5 % of the price of the items of the Supplies, but in no case more
than a total of 5 %. The parties to the contract may prove that higher
or, as the case may be, lower storage costs have been incurred.
6. Borrowing devices and devices as sample position were supplied, can
only in within the agreed upon period, inclusive all manuals, cables and
other accessories be taken back. If an affirmative goods return takes
place later than 1 week after the agreed upon date, then return
permission purges and the purchase price becomes immediately without
departures due. If no return period was indicated, then these 4 weeks
amount to. The date on the delivery note is relevant. In the case of the
return the orderer carries the transportation, administrative and
examination costs. The redemption of goods is impossible and the
purchase price will be payable immediately due net if the goods are
damaged for reasons the Purchaser is responsible. Devices in special
execution, consumable material and software licences are impossible.
V. TRANSFER OF RISK
1. Even where delivery has been agreed freight free, the risk shall pass
to the Purchaser as follows:
a) if the Supplies do not include assembly or erection, at the time when
the Supplies are shipped or picked up by the carrier. Upon request of
the Purchaser, JULABO shall insure the Supplies against the usual risks
of transport at the expense of the Purchaser;
b) if the Supplies include assembly or erection, at the day of taking over
in the own works or, if so agreed, after a fault-free trial run.
2. The risk shall pass to the Purchaser if dispatch, shipping, the start
or performance of assembly or erection, the taking over in the own works
or the trial run is delayed for reasons for which the Purchaser is
responsible or if the Purchaser has otherwise failed to accept the
Supplies.
VI. ASSEMBLY AND ERECTION
Unless otherwise agreed in writing, assembly/erection shall be subject to
the following provisions:
1. The Purchaser shall provide at its own expense and in good time:
a) all earth and construction work and other ancillary work outside the
scope of JULABO, including the necessary skilled and unskilled labour,
construction materials and tools,
b) the equipment and materials necessary for assembly and commissioning
such as scaffolds, lifting equipment and other devices as well as fuels
and lubricants,
c) energy and water at the point of use including connections, heating and
lighting,
d) suitable dry and lockable rooms of sufficient size adjacent to the site
for the storage of machine parts, apparatus, materials, tools, etc. and
adequate working and recreation rooms for the erection personnel,
including sanitary facilities as are appropriate in the specific
circumstances. Furthermore, the Purchaser shall take all measures it
would take for the protection of its own possessions to protect the
possessions of JULABO and of the erection personnel at the site,
e) protective clothing and protective devices needed due to particular
conditions prevailing on the specific site.
2. Before the erection work starts, the Purchaser shall make available of
its own accord any information required concerning the location of
concealed electric power, gas and water lines or of similar
installations as well as the necessary structural data.
3. Prior to assembly or erection, the materials and equipment necessary
for the work to start must be available on the site of assembly/erection
and any preparatory work must have advanced to such a degree that
assembly/erection can be started as agreed and carried out without
interruption. Access roads and the assembly/erection site itself must be
level and clear.
4. If assembly, erection or commissioning is delayed due to circumstances
for which JULABO is not responsible, the Purchaser shall bear the
reasonable costs incurred for idle times and any additional travelling
of JULABO or the erection personnel.
5. The Purchaser shall attest to the hours worked by the erection
personnel towards JULABO at daily intervals and the Purchaser shall
immediately confirm in writing if assembly, erection or commissioning
has been completed.
6. If, after completion, JULABO demands acceptance of the Supplies, the
Purchaser shall comply immediately. In default thereof, acceptance is
deemed to have taken place. Acceptance is also deemed to have been
effected if the Supplies are put to use, after completion of an agreed
test phase, if any.
VII. RECEIVING OF SUPPLIES
The Purchaser shall not refuse to receive Supplies due to minor defects.
VIII. DEFECTS AS TO QUALITY
JULABO shall be liable for defects as to quality as follows:
1. Claims based on defects are subject to a limitation period of 12
months. This provision shall not apply where longer periods are
prescribed by law according to Sec. 438 para. 1 No. 2 (buildings and
things used for a building), Sec. 479 para. 1 (right of recourse), and
Sec. 634a para. 1 No. 2 (defects of a building) German Civil Code
("BGB"), as well as in cases of injury of life, body or health, or where
JULABO intentionally or grossly negligently fails to fulfil its
obligation or fraudulently conceals a Defect. The legal provisions
regarding suspension of expiration ("Ablaufhemmung"), suspension
("Hemmung") and recommencement of limitation periods remain unaffected.
2.1 All parts or services where a defect becomes apparent within the
limitation period shall, at the discretion of JULABO, be repaired,
replaced or provided again free of charge irrespective of the hours of
operation elapsed, provided that the reason for the defect had already
existed at the time when the risk passed.
2.2 With the 1PLUS Warranty JULABO offers an extension to the normal
warranty of up to 24 months, limited to a maximum of 10 000 working
hours. Upon successful registration on our homepage www.julabo.de , the
extended warranty for your product becomes available. The registration
has to be made not later than 4 weeks after initial operation of the
unit. The extended period of warranty is valid for all models from the
current JULABO range of instruments. This extended warranty will apply
from the date of JULABO Labortechnik GmbH's original invoice.
3. The Purchaser shall notify defects to JULABO in writing and without
undue delay.
4. In the case of notification of a defect, the Purchaser may withhold
payments to a reasonable extent taking into account the defect occurred.
The Purchaser, however, may withhold payments only if the subject-matter
of the notification of the defect occurred is justified beyond doubt.
Unjustified notifications of defect shall entitle JULABO to have its
expenses reimbursed by the Purchaser.
5. JULABO shall first be given the opportunity to supplement its
performance ("Nacherfüllung") within a reasonable period of time.
6. If supplementary performance is unsuccessful, the Purchaser shall be
entitled to cancel the contract or reduce the remuneration, irrespective
of any claims for damages it may have according to Art. XI.
7. There shall be no claims based on defect in cases of insignificant
deviations from the agreed quality, of only minor impairment of
usefulness, of natural wear and tear or damage arising after the
transfer of risk from faulty or negligent handling, excessive strain,
unsuitable equipment, defective workmanship, inappropriate foundation
soil or from particular external influences not assumed under the
contract, or from non-reproducible software errors. Claims based on
defects attributable to improper modifications or repair work carried
out by the Purchaser or third parties and the consequences thereof shall
be likewise excluded.
8. The Purchaser shall have no claim with respect to expenses incurred in
the course of supplementary performance, including costs of travel and
transport, labour, and material, to the extent that expenses are
increased because the subject-matter of the Supplies was subsequently
brought to another location than the Purchaser's branch office, unless
doing so complies with the intended use of the Supplies.
9. The Purchaser's right of recourse against JULABO pursuant to Sec. 478
BGB is limited to cases where the Purchaser has not concluded an
agreement with its customers exceeding the scope of the statutory
provisions governing claims based on defects. Moreover, No. 8 above
shall apply mutatis mutandis to the scope of the right of recourse the
Purchaser has against JULABO pursuant to Sec. 478 para. 2 BGB.
10. Furthermore, the provisions of Art. XI (Other Claims for Damages)
shall apply in respect of claims of damages. Any other claims of the
Purchaser against JULABO or its agents or any such claims exceeding the
claims provided for in this Art. VIII, based on a defect, shall be
excluded.
IX. INDUSTRIAL PROPERTY RIGHTS AND
COPYRIGHT; DEFECTS IN TITLE
1. Unless otherwise agreed, JULABO shall provide the Supplies free from
third parties' industrial property rights and copyrights (hereinafter
referred to as "IPR") with respect to the country of the place of
destination. If a third party asserts a justified claim against the
Purchaser based on an infringement of an IPR with respect to the
Supplies made by JULABO and then used in conformity with the contract,
JULABO shall be liable to the Purchaser within the time period
stipulated in Art. VIII No. 2 as follows:
a) JULABO shall choose whether to acquire, at its own expense, the right
to use the IPR with respect to the Supplies concerned or whether to
modify the Supplies such that they no longer infringe the IPR or replace
them. If this would be unreasonable to demand from JULABO, the Purchaser
may cancel the contract or reduce the remuneration pursuant to the
appli-cable statutory provisions.
b) JULABO's liability to pay damages shall be governed by Art. XI.
c) The above obligations of JULABO shall only apply if the Purchaser
immediately notifies JULABO of any such claim asserted by the third
party in writing, does not concede the existence of an infringement and
leaves any protective measures and settlement negotiations to the
discretion of JULABO. If the Purchaser stops using the Supplies in order
to reduce the damage or for other good reason, it shall be obliged to
point out to the third party that no acknowledgement of the alleged
infringement may be inferred from the fact that the use has been
discontinued.
2. Claims of the Purchaser shall be excluded if it is itself responsible
for the infringement of an IPR.
3. Claims of the Purchaser shall also be excluded if the infringement of
the IPR is caused by specifications made by the Purchaser, to a type of
use not foreseeable by JULABO or to the Supplies being modified by the
Purchaser or being used together with products not provided by JULABO.
4. In addition, with respect to claims by the Purchaser pursuant to No. 1
a) above, Art. VIII Nos. 4, 5, and 9 shall apply mutatis mutandis in the
event of an infringement of an IPR.
5. Where other defects in title occur, Art. VIII shall apply mutatis
mutandis.
6. Any other claims of the Purchaser against JULABO or its agents or any
such claims exceeding the claims provided for in this Art. IX, based on
a defect in title, shall be excluded.
X. IMPOSSIBILITY OF PERFORMANCE;
ADAPTATION OF CONTRACT
1. To the extent that Supplies are impossible to be carried out, the
Purchaser shall be entitled to claim damages, unless JULABO is not
responsible for the impossibility. The Purchaser's claim for damages
shall, however, be limited to an amount of 10 % of the value of the part
of the Supplies which, owing to the impossibility, cannot be put to the
intended use. This limitation shall not apply in the case of mandatory
liability based on intent, gross negligence or injury of life, body or
health; this does not imply a change in the burden of proof to the
detriment of the Purchaser. The right of the Purchaser to cancel the
contract shall remain unaffected.
2. Where unforeseeable events within the meaning of Art. IV No. 2
substantially change the economic importance or the contents of the
Supplies or considerably affect JULABO's business, the contract shall be
adapted taking into account the principles of reasonableness and good
faith. Where doing so is economically unreasonable, JULABO shall have
the right to cancel the contract. If JULABO intends to exercise its
right to cancel the contract, it shall notify the Purchaser thereof
without undue delay after having realised the repercussions of the
event; this shall also apply even where an extension of the delivery
period had previously been agreed with the Purchaser.
XI. OTHER CLAIMS FOR DAMAGES
1. Any claims for damages and reimbursement of expenses the Purchaser may
have (hereinafter referred to as "Claims for Damages"), based on
whatever legal reason, including infringement of duties arising in
connection with the contract or tort, shall be excluded.
2. The above shall not apply in the case of mandatory liability, e. g.
under the German Product Liability Act ("Produkthaftungsgesetz"), in the
case of intent, gross negligence, injury of life, body or health, or
breach of a condition which goes to the root of the contract
("wesentliche Vertragspflichten"). However, Claims for Damages arising
from a breach of a condition which goes to the root of the contract
shall be limited to the foreseeable damage which is intrinsic to the
contract, unless caused by intent or gross negligence or based on
liability for injury of life, body or health. The above provision does
not imply a change in the burden of proof to the detriment of the
Purchaser.
3. To the extent that the Purchaser has a valid Claim for Damages
according to this Art. XI, it shall be time-barred upon expiration of
the limitation period applicable to defects pursuant to Art. VIII No. 2.
In the case of claims for damages under the German Product Liability
Act, the statutory provisions governing limitation periods shall apply.
XII. CANCELLING AND DISPOSAL IN
ACCORDANCE WITH ElektroG
1. JULABO will take back and according to the laws will duly dispose the
supplied commodity at costs of the Purchaser after use completion.
2. The requirement of JULABO on assumption/exemption by the Purchaser does
not fall under the statute of limitations before expiration of two years
after the final completion of the use of the equipment. The two-year
period of the expiration inhibition begins at the earliest with entrance
of a written report of the Purchaser with JULABO over the use
termination.
XIII. VENUE AND APPLICABLE LAW
1. Sole venue for all disputes arising directly or indirectly out of the
contract shall be the JULABO place of business, 77933 Lahr/Black Forest,
Germany. However, JULABO may also bring an action at the Purchaser's
place of business.
2. Legal relations existing in connection with this contract shall be
governed by German substantive law, to the exclusion of the United
Nations Convention on Contracts for the International Sale of Goods
(CISG).
XIV. SEVERABILITY CLAUSE
The legal invalidity of one or more provisions of this contract shall in
no way affect the validity of the remaining provisions. This shall not
apply if it would be unreasonable for one of the parties to continue the
contract.
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