Terms and Conditions of aquila biolabs GmbH
- Contract conclusion and terms
1.1 These terms and conditions shall apply to all contracts between aquila biolabs GmbH („aquila biolabs“) and its business partner (“Customer”). They shall apply for future contracts between the parties, even if they are not specifically agreed upon again. Any terms and conditions of the business partner that are deviating from the contents of these terms and conditions are not accepted by aquila biolabs, unless aquila biolabs agrees to them in writing.
1.2 Offers from aquila biolabs are non-binding. The Customer can issue a binding purchase order based on an offer made by aquila biolabs. A contract is only entered into when aquila biolabs confirms the purchase order.
- Prices and legal ownership
2.1 Unless otherwise agreed, all prices quoted by aquila biolabs are prices plus costs for packaging, transportation, freight insurance and plus applicable VAT.
2.2 aquila biolabs retains legal ownership (Eigentum) of its products until full payment has been made by Customer.
- Delivery dates
3.1 Delivery dates are subject to the timely delivery of parts to aquila biolabs by its suppliers, unless aquila biolabs (1) has not entered into congruent supply agreement with regard to the relevant parts, or (2) is itself responsible for non-delivery by pre-suppliers. Delivery before the agreed delivery date is permissible if aquila biolabs informs the Customer in advance and the early delivery is reasonably acceptable for the Customer.
3.2 When accepting delivery of shipments Customer shall prepare a written protocol setting out any visible damage to the packaging to enable aquila biolabs of claiming indemnification from the shipping contractor.
- Software license and restrictions
4.1 Subject to complete payment of the agreed consideration, Customer shall receive a license to use pre-installed software on aquila biolabs products within the scope set out in the license terms. In case no specific license terms have been agreed, Customer shall have a simple, non-exclusive right to use the pre-installed software on the delivered product only. The license is limited to the use of the software in connection with the use of the product itself in accordance with the stipulations of the corresponding contract. To the extent Customer is entitled to make backup copies in accordance with Section 69d para. 2 of the German Copyright Law (Urheberrechtsgesetz), the Customer may only make one such backup copy. This copy has to be clearly and visibly labelled as a “Backup Copy” stating the name of the aquila biolabs product. The label must make adequate mention of aquila biolabs copyright. Pre-installed software and backup copies must be treated as confidential. In addition, German statutory copyright provisions, in particular provisions for the protection of computer software (Sections 69a ff. Copyright Act http://www.gesetze-im-internet.de/englisch_urhg/) shall apply.
4.2 To the extent third party software is required to use or operate a product, Customer shall, unless otherwise agreed, be solely responsible to obtain a corresponding license and to observe the third party license terms.
5.1 Any claims for defects must be made within one year from the time of delivery.
5.2 In case of defects aquila biolabs shall be entitled to repair or, in its sole discretion, replace any defective item.
5.3 Upon request from aquila biolabs, the Customer shall send a defective item or test protocols to enable aquila biolabs to verify that a defect exists or to rectify such defect. In the event that such defect actually exists, aquila biolabs shall reimburse Customer for costs actually and reasonably incurred for its compliance with this obligation. Upon request, Customer shall enable aquila biolabs to examine defective parts at Customer’s premises to the extent that this does not unreasonably impair Customer’s business operations.
- Limitation of liability
6.1 The liability of aquila biolabs for damages is excluded in cases of simple negligence of its officers, employees, representatives and agents to the extent that such negligence does not result in a violation of primary contractual obligations. Primary contractual obligations are such obligations that are essential to achieve orderly performance under the contract and that can be reasonably relied on by the parties.
6.2 To the extent that aquila biolabs is still liable for simple negligence in accordance with the preceding paragraph, such liability is limited to the amount of damages that are typical and reasonably foreseeable at the time the parties conclude the contract.
6.3 The limitations of liability set out in this Clause 7 shall not apply to the liability of aquila biolabs for wilful misconduct, guaranteed product properties, death, personal injury, harm to personal health or liability resulting from the German Product Liability Act (Produkthaftungsgesetz).
- Miscellaneous provisions
7.1 The Customer may offset outstanding payments with claims against aquila biolabs only to the extent such claims are undisputed or confirmed by binding and final court order. Customer may not assign any claims against aquila biolabs without aquila biolabs consent.
7.2 Any disputes arising between the parties out of or in connection with a contract incorporating these terms and conditions shall be submitted to the exclusive jurisdiction of the courts of Aachen, Germany. The legal relationships between the Parties shall be governed by the laws of the Federal Republic of Germany excluding the international conflicts of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods.
7.3 Should one or more provisions of these terms and conditions or a provision under other agreements between the parties be or become invalid, then the validity of the remaining provisions shall remain unaffected.
7.4 In the event of conflicts or inconsistencies between the German and English version of these general terms and conditions or any contract provision, the provisions of the German version (to the extent they exist) shall prevail.
aquila biolabs GmbH