General Terms and Conditions of Sale and Delivery of Advanced Microfluidic Systems GmbH

1. Scope of Application

Our following terms and conditions of sale apply to all contracts concluded with the Buyer and to all other business relationships. They also apply to all future business relationships, even if they are not expressly agreed upon again. Any terms and conditions of the Buyer that we, as Seller, have not expressly accepted are nonbinding, even if we do not expressly object to them. Our terms and conditions of sale also apply if, with knowledge of terms and conditions that conflict with or deviate from ours, we carry out delivery to the Buyer without reservation. Our terms and conditions of sale apply only to merchants and companies within the meaning of Sections 14 and 310 of the German Civil Code (BGB). All agreements between the Seller and the Buyer in connection with the purchase agreement for our deliveries and services are set forth exclusively in the purchase agreement, these terms and conditions, and our offers in writing. Deviating agreements, amendments, and oral arrangements are binding only if confirmed by us in writing. 

2. Offers and Conclusion of Contract

Our offers are subject to change and nonbinding unless they are expressly designated as binding offers. Our prices are net ex works and do not include packaging, freight, postage, insurance, customs clearance, or value-added tax. Our written order confirmation controls the order. If the order is executed immediately, the invoice for the goods or the delivery note shall serve as the order confirmation. If the customer objects to the contents of the order confirmation, the customer must object without delay; otherwise, the contract shall be concluded in accordance with the order confirmation. If, after conclusion of the contract and before execution of the order, unforeseeable cost increases for us occur—such as increases in material or energy costs or similar circumstances—we are entitled to adjust the prices in line with the changed circumstances without charging any additional profit.

3. Payment Terms

Payment must be made net to the company’s business account within 30 days of the invoice date. The customer shall bear all other costs. If this payment period is exceeded, we shall be entitled to the following rights without an express notice of default: a) immediately withhold our services from the customer; b) withdraw from all contracts without setting an additional grace period or claim damages for nonperformance; c) assert our retention-of-title rights; d) claim default interest from the due date at a rate of 8 percentage points above the applicable base interest rate; and e) exercise the same rights if specific facts concerning the customer or the customer’s financial circumstances indicate an impending suspension of payments.

4. Delivery and Transfer of Risk

Delivery dates and deadlines are nonbinding. Failure to meet them does not release the customer from the obligation to accept the goods. The delivery period begins on the date of the order confirmation. Claims for damages or cover purchases, as well as withdrawal from the contract due to undelivered or delayed delivery, are excluded. The risk of accidental loss and accidental deterioration of the goods passes to the customer upon handover or, in the case of shipment, upon delivery of the goods to the carrier. If we select the shipping method, route, or carrier, we are liable only for gross negligence in making that selection.

5. Retention of Title

We retain title to all goods delivered by us until all claims arising from the entire business relationship have been paid in full. These claims also include check and bill-of-exchange claims, as well as claims arising from a running account. If, in connection with payment, we incur liability under a bill of exchange, retention of title shall not expire until our liability under the bill of exchange has been eliminated. If the customer is in default of payment or it becomes apparent that our payment claims are jeopardized by the customer’s lack of financial capacity, we are entitled to demand return of the goods based on our retention of title. Withdrawal from the contract is not a prerequisite for such a demand for return. Subject to revocation permissible for good cause, the customer is entitled to dispose of the delivered goods in the ordinary course of business. In the event of resale, the customer hereby assigns to us all claims arising from the resale—especially payment claims, but also other claims connected with the sale—in the amount of our final invoice total, including value-added tax, regardless of whether the delivered goods are resold without or after an agreement to do so. Until we revoke this authority for good cause, the customer is entitled to collect the assigned claims in a fiduciary capacity. For good cause, we are entitled to notify the third-party debtors of the assignment, including on behalf of the customer. Upon notification of the assignment to the third-party debtor, the customer’s authority to collect expires. If the collection authority is revoked, we may require the customer to disclose the assigned claims and their debtors to us, provide all information necessary for collection, hand over the related documents, and notify the debtors of the assignment.

Any processing or transformation of the delivered goods by the customer shall always be carried out for us. We shall be deemed the manufacturer within the meaning of Section 950 BGB, without any further obligation. If the delivered goods are processed together with other items not owned by us, we shall acquire co-ownership of the new item in proportion to the value of the delivered goods to the value of the other processed items at the time of processing. In all other respects, the provisions applicable to the delivered goods shall apply to the item created through processing. If the delivered goods are inseparably mixed with other items not owned by us, we shall acquire co-ownership of the new item in proportion to the final invoice total for the delivered goods to the value of the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer’s item is considered the principal item, the customer agrees to transfer proportionate co-ownership to us. The customer shall hold the sole or co-ownership interest in trust for us. These provisions apply accordingly to commingling.

6. Warranty and Liability

Upon accepting or receiving each delivery, the customer must inspect it without delay and notify us in writing without delay of any apparent defects. Hidden defects must be reported in writing immediately after discovery. Otherwise, the delivery shall be deemed approved. If a defect for which we are responsible exists, we are entitled to provide cure by either remedying the defect or delivering a defect-free item, at our discretion. If we refuse cure, cure fails, or cure is unreasonable for the customer, the customer may, at its option, withdraw from the contract or demand a price reduction.

Changes in the design and/or execution that do not impair the functionality or value of the delivered goods are reserved and do not entitle the customer to notify us of a defect. Unless specified by the customer, materials are identified based on our experience with respect to manufacturing. However, our recommendation does not relieve the customer of the obligation to verify suitability for the customer’s application. The customer bears the risk of use, particularly when using our products in third-party products or systems. The customer shall perform this work with the degree of care customarily exercised in its own affairs. Liability is limited to cases of willful misconduct and gross negligence and, at most, to the amount of funds made available for carrying out this work. Liability for consequential damages and lost profits resulting from the work product is excluded. There is no warranty liability in cases of improper handling, installation errors, third-party intervention, or defects caused by events beyond our control. The warranty does not cover normal wear and tear. The customer may not claim insignificant defects. The customer’s defect claims become time-barred 12 months after delivery or performance. This does not apply where the law provides for longer periods in cases of fraudulent concealment or recourse claims by an enterprise. We are liable for willful misconduct and gross negligence. We are liable for ordinary negligence only where essential contractual obligations are breached—meaning obligations arising from the nature of the contract or whose breach jeopardizes achievement of the contractual purpose. Even then, damages are limited to the foreseeable, typical damage under the contract. In all other cases of ordinary negligence, the customer’s claims for damages, regardless of the legal basis, are excluded. This limitation of liability does not apply to claims under the Product Liability Act or to injury to life, body, or health. In claims for damages due to defects in quality, the limitation of liability also does not apply if we fraudulently concealed a defect or assumed a guarantee regarding the condition of the goods. The customer’s claims for damages also become time-barred 12 months after delivery or performance.

7. Setoff and Right of Retention

The customer may set off claims only against an undisputed counterclaim or one that has been finally adjudicated. The customer may assert a right of retention only if it is based on the same contractual relationship and the underlying counterclaims are undisputed or have been finally adjudicated.

8. Consulting, Project Design, and Planning

Consulting, project design, and planning for the customer are binding only insofar as they relate to the use of our delivered goods and are based on complete written information from the customer regarding the intended use and application of our delivered goods in the system. If our work is binding and an order is placed, we are liable for any errors only in cases of gross negligence. If the customer provides drawings, plans, data, or other information, the customer is solely responsible for their accuracy. Any errors resulting from this shall be borne solely by the customer.

9. Ownership and Copyright

All offer documents, drawings, cost estimates, and other documents remain our property and must be returned upon request. The customer has no right to retain them. The documents may not be made accessible to third parties or otherwise used by the customer in any manner. We retain ownership, copyright, and other intellectual property rights without restriction. In the event of infringement, the customer shall pay damages.

10. Rights in the Event of Deterioration of Financial Circumstances

If we learn that bills of exchange drawn on the customer have been protested, that enforcement measures have been initiated against the customer, or that any other material deterioration in the customer’s financial circumstances has occurred, we are entitled to demand advance payments or security for claims that are not yet due and, until then, to refuse delivery. If, despite a reasonable additional period and notice of intended refusal, the customer fails to comply with our demand, we may, at our discretion, withdraw from the contract or claim damages. In this case, we are also entitled to prohibit the customer from reselling the goods and—subject to any further rights arising from retention of title—to take back unpaid goods at the customer’s expense.

11. Place of Performance, Venue, and Governing Law

The place of performance for delivery and payment, as well as for all other obligations arising from the contract, is Göttingen for both parties. For merchants, Göttingen shall be the venue for all disputes arising from the contractual relationship, including disputes concerning its formation and validity. At our option, we may also bring an action at the customer’s registered office. The contractual relationship shall be governed by German law.

Company: Advanced Microfluidic Systems GmbH
AG Göttingen: HRB 205523

The legally binding version of the General Terms and Conditions of Sale and Delivery of Advanced Microfluidic Systems GmbH is the German-language version — AGB.