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Terms & Conditions
Please be aware that the Terms & Conditions do not apply to eProcurement.
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Terms & Conditions
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Additional bioprocess terms & Conditions
§ 1. Scope
(1) These General Terms and Conditions of Sales and Delivery (hereinafter referred to as "GTCs") apply for all deliveries and related services by Eppendorf SE and Eppendorf Vertrieb Deutschland GmbH (hereinafter collectively referred to as "Eppendorf") to their customers.
(2) These GTCs also apply if Eppendorf carries out the delivery to the customer notwithstanding Eppendorf having knowledge of contradicting or additional terms and conditions of the customer. General terms and conditions of the customer that contradict or supplement these GTCs will only become part of the contract if and to the extent that Eppendorf has expressly agreed to their validity in writing.
(3) Individual agreements made with the customer in individual cases take precedence over these GTCs.
(4) These GTCs only apply to a party who is either a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his/her or its trade, business or profession. However, these GTCs do not apply to contracts that are concluded in our online shop.
§ 2. Conclusion of Contract
(1) Offers from Eppendorf are not binding but are to be understood as an invitation to the customer to make a binding contractual offer to Eppendorf, unless they are expressly marked as binding or specify a specific acceptance period. The customer must point out obvious errors (such as obvious calculation errors, incorrect product specifications, or incompleteness) in the offers from Eppendorf (including associated documents) to allow Eppendorf to correct such errors before the conclusion of the contract; otherwise the relevant contract shall be deemed unconcluded.
(2) The contract is concluded upon the customer's order and Eppendorf's acceptance of the order (i.e., in response to a binding contractual offer by the customer, unless the provision of Clause 2.1 applies, in which case, the customer's order is the binding acceptance of Eppendorf's offer). The acceptance can either be declared in writing (e.g. by order confirmation) or by delivery of the goods to the customer. Unless otherwise stated in the customer's offer, Eppendorf can accept it within ten (10) business days of receipt. Business days are Monday through Friday, with the exception of German national public holidays.
§ 3. Prices
(1) Only the prices stated in the order confirmation by Eppendorf or, if no prices are stated therein, the list prices current at the time the contract is concluded are decisive.
(2) If the customer purchases the goods from Eppendorf at the list price and the list price increases between the time the contract is concluded and the actual delivery, and if there is a period of at least four (4) months between the conclusion of the contract and the actual delivery, the agreed purchase price increases accordingly. Any agreed discounts must also be taken into account with regard to the increased purchase price.
(3) Eppendorf's prices shall apply "carriage paid to" the customer's registered office for deliveries to locations within Germany. The customer bears all additional costs for any accelerated shipping method requested by the customer (e.g. air freight) or a special type of packaging as well as the costs for shipping the delivery to a location other than the customer's registered office. For delivery values below EUR 250.00 net, the packaging and shipping costs shall be charged. For delivery values below EUR 70.00 net, Eppendorf reserves the right to levy an additional minimum quantity surcharge.
(4) (EXW Incoterms® 2 020) and exclude packaging costs. Eppendorf carries out the packaging selection for the delivery items and charges the customer for the packaging. At the request and expense of the customer, the goods will be shipped to another destination. Auf Verlangen und Kosten des Kunden wird die Ware an einen anderen Bestimmungsort versendet. Eppendorf is entitled to determine the type of shipment (in particular the transport company and the shipping route) itself. For delivery values below EUR 70.00 net, Eppendorf reserves the right to levy an additional minimum quantity surcharge.
(5) All prices of Eppendorf are quoted in EURO and are net prices excluding VAT, which the customer shall pay in addition at the respective statutory rate.
(6) If Eppendorf issues an invoice without VAT and it subsequently transpires that the conditions for (i) a tax-exempt export delivery pursuant to Sections 4 no. 1 a), 6 UStG in conjunction with Sections 8 - 17 UStDV or (ii) a tax-exempt intra-Community supply according to Sections 4 no. 1 b), 6a UStG in conjunction with Sections 17a - 17d UStG. Sections 17a - 17d UStDV are not fulfilled, the price shall be increased by the statutory VAT at the respective statutory rate. In such cases, Eppendorf shall be entitled to claim or subsequently claim the VAT from the customer against issuance of an invoice with separate proof of VAT pursuant to Sections 14, 14a UStG.
§ 4. Delivery and Delivery Times
(1) Deliveries are made to locations within Germany “carriage paid to" to the customer's registered office (CPT Incoterms® 2020) and to a place outside Germany "ex works or warehouse" (EXW Incoterms® 2020).
(2) Eppendorf is entitled to make partial deliveries if (a) the partial delivery can be used by the customer within the scope of the contractual intended purpose, (b) the provision of the remaining services is ensured, and (c) the partial delivery does not result in any significant additional costs for the customer or Eppendorf itself agrees to bear any such additional costs.
(3) The delivery times specified by Eppendorf in offers or order confirmations are non-binding unless something else has been expressly agreed upon. Delivery deadlines begin on the date of the order confirmation by Eppendorf and are considered to be met if the goods have been handed over to the carrier (in the case of deliveries to a location within Germany) or the customer has received a notice of readiness for collection from Eppendorf by the deadline (in the case of deliveries to a location outside Germany).
(4) Compliance with delivery deadlines requires the timely and proper fulfillment of the customer's obligations, in particular the provision of any necessary certificates and the receipt of any agreed down payments, provided that the foregoing shall not affect either parties’ right to withhold its performance due to a failure by the other party to fulfill its duties under the contract.
(5) Delivery is subject to correct and timely self-delivery, unless Eppendorf is responsible for the incorrect and delayed self-delivery and Eppendorf had concluded a congruent covering transaction with the respective supplier at the time of conclusion of the contract with the customer. This also applies if Eppendorf concludes the covering transaction immediately after conclusion of the contract with the customer.
(6) If the customer is in default of acceptance or if he culpably breaches other obligations to cooperate, Eppendorf is entitled to demand compensation for the resulting damage, including any additional expenses (e.g. storage costs). Further claims or rights are reserved.
§ 5. Shipping and Transfer of Risk
(1) Shipment and transport shall be at the risk of the customer. The risk of accidental loss and accidental deterioration shall pass to the customer as soon as the consignment has been handed over to the carrier, whereby in the case of cross-border deliveries the start of the loading process shall be decisive. This shall also apply if Eppendorf insures the transport or sets up or installs the goods at the customer's premises on the basis of individual agreements. However, insofar as acceptance has been agreed, the risk shall only pass to the customer upon acceptance.
(2) Eppendorf shall take out transport insurance at the request of the customer, to be notified at the time of the order, and at the customer's expense. Eppendorf shall be entitled to name itself as beneficiary. When selecting the transport insurer, Eppendorf shall only be liable for its own customary care.
(3) If the shipment of the delivery is delayed for reasons attributable to the customer, the risk of accidental deterioration and accidental loss shall pass to the customer upon notification of readiness for shipment.
§ 6. Transport Damage
(1) Loss or damage during transport must be noted by the customer on the freight receipt with a corresponding reservation. In addition, they must be reported immediately in writing to the carrier with a copy to Eppendorf. All steps necessary to safeguard the customer's rights must be taken immediately by the customer.
(2) Damage or loss in transit shall not release the customer from full payment of the purchase price to Eppendorf. The customer assigns in advance to Eppendorf all claims against third parties arising from damage or loss in transit. Eppendorf hereby accepts the assignment. This assignment and any benefits provided by the transport insurance shall be made on account of performance.
§ 7. Payment Terms
(1) Payments are due within thirty (30) days after receipt of the invoice by the customer without deduction.
(2) Payment for initial orders must always be made in advance.
(3) Eppendorf is entitled to issue partial invoices for partial deliveries within the meaning of Clause 4.2.
(4) When the above payment deadline has expired, the customer is in default. Eppendorf shall be entitled to charge interest on arrears at the statutory rate from the time of default. Eppendorf reserves the right to claim further damages.
(5) The customer shall have no right to offset or to assert a right of retention, unless the customer sets off an undisputed or legally established claim or asserts a right of retention in this regard.
(6) If, after the conclusion of the contract, it becomes apparent (e.g. by filing for the opening of insolvency proceedings) that the payment claim is jeopardized by the customer's inability to pay, Eppendorf shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (Section 321 BGB).
§ 8. Retention of Title
(1) Eppendorf retains ownership of the delivered goods (the "Reserved Goods") until all claims relating to those Reserved Goods ("Secured Claims") have been paid in full. In the case that all Secured Claims have been paid in full, the Reserved Goods shall be security for the balance of all other claims to which Eppendorf is entitled.
(2) If the customer intends to transfer the Reserved Goods to a location outside Germany, the customer shall (a) immediately inform Eppendorf of such intention, (b) immediately and at its own expense determine and fulfil all local (including legal) requirements for the creation and maintenance of Eppendorf's retention of title and (c) also immediately inform Eppendorf thereof in each case.
(3) The customer has to treat the Reserved Goods with the due care of a good manager. The customer is obliged to adequately insure the Reserved Goods at replacement value at its own expense against damage caused by fire, water and theft. The customer hereby assigns any claims for compensation from these insurance contracts to Eppendorf. Eppendorf hereby accepts the assignment. Upon request by Eppendorf, the customer shall take any and all necessary steps to perfect such assignment against third parties immediately.
(4) The customer must inform Eppendorf immediately if the Reserved Goods are seized or similarly impaired or endangered. In the event of a seizure, the customer must send Eppendorf a copy of the seizure and transfer decision as well as all other documents required to object to the seizure and notify the seizure creditor immediately in writing of the retention of title by Eppendorf. The costs of an intervention by Eppendorf, unless they can be obtained from the respective third party, shall be borne by the customer.
(5) Any processing or transformation of the Reserved Goods by the customer is always carried out free of charge for Eppendorf. However, if the Reserved Goods are processed with other items that do not belong to Eppendorf, Eppendorf only acquires joint ownership of the new item in the ratio of the invoice value of the Reserved Goods to the value of the other processed items. The customer stores the new item free of charge for Eppendorf with the due care of a prudent manager.
(6) If the goods subject to retention of title are combined, mixed or blended with other items not belonging to Eppendorf, Eppendorf shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the other goods used. If the goods subject to retention of title are combined, mixed or blended in such a way that the customer's item is to be regarded as the main item, it shall be deemed to be agreed that the customer transfers to Eppendorf co-ownership of the new item on a pro rata basis. The customer shall hold the co-ownership thus created in safe custody for Eppendorf free of charge with the diligence of a prudent businessman.
(7) The customer is entitled to resell the Reserved Goods in the ordinary course of business and with the due care of a good manager. However, the customer assigns all claims from the resale of the Reserved Goods to third parties in the amount of the final invoice amount of the Secured Claims (including statutory sales tax or comparable foreign taxes) to Eppendorf. Eppendorf hereby accepts this assignment. The customer remains entitled to collect the assigned claims. The customer is only entitled to resell if it is ensured that the claims to which he is entitled are transferred to Eppendorf.
(8) Eppendorf is entitled to revoke or restrict both the customer's authorization to sell and the authorization to collect and to demand the return of the Reserved Goods if the customer does not meet his payment obligations towards Eppendorf or if Eppendorf becomes aware of circumstances that are likely to significantly reduce the customer's creditworthiness. In the event of revocation of the authorization to collect, Eppendorf can demand that the customer discloses the assigned claims and their debtors, provides all information required for collection, hands over the associated documents and notifies the debtors of the assignment.
§ 9. Claims for Defects
(1) The customer's claims for defects are subject to the condition that the customer has complied with its statutory obligations to inspect the goods and give notice of defects pursuant to Sections 377, 381 (2) of the German Commercial Code (HGB). Claims due to recognisable defects must be reported by the customer immediately, at the latest, however, within ten (10) calendar days after receipt of the goods. Claims for other defects must be notified by the customer immediately after discovery. The notification must be made in writing to Eppendorf and must precisely describe the type and extent of the defects. If the customer fails to make the proper inspection or notification, Eppendorf's warranty obligation and liability for the defect concerned shall be excluded.
(2) Eppendorf shall be entitled to inspect and test the rejected goods. The customer shall grant Eppendorf the necessary time and opportunity to do so. Eppendorf may demand that the customer return the rejected goods in the original packaging or equivalent packaging to Eppendorf at Eppendorf's expense.
(3) If a good is defective and the customer has duly notified Eppendorf of the defect in accordance with Clause 9.1, the customer shall be entitled to its statutory rights in accordance with the following provisions.
(4) Eppendorf does not warrant the suitability of its goods for specific uses not expressly agreed in writing between Eppendorf and the customer. The customer alone shall be responsible for deciding whether goods which comply with the specific agreements on properties, features and performance characteristics are suitable for a specific purpose and for the type of use assumed by the customer.
(5) Information in catalogues, price lists and other information material provided to the customer by Eppendorf, as well as information describing the product, shall not be deemed to be guarantees for a particular quality of the goods. Guarantees of quality must be expressly agreed in writing.
(6) Claims for defects shall not exist in the case of conditions or damage arising after the transfer of risk as a result of normal wear and tear and improper or unsuitable use. This shall apply in particular if the delivered goods are improperly handled, stored or set up, are not operated or maintained in accordance with the operating instructions or if spare, disposable or consumable materials other than those recommended by Eppendorf are used.
(7) Eppendorf shall be entitled, at its own discretion, to subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). In the event of subsequent performance, Eppendorf shall be obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labour and material costs.
(8) If the supplementary performance fails, the customer may, at its option, rescind the contract or demand a price reduction in accordance with the statutory provisions. The customer's right to demand compensation for damages or reimbursement of futile expenses in accordance with the provisions of Clause 10 (Liability) shall remain unaffected by this.
§ 10. Liability
(1) According to the statutory provisions, Eppendorf is only liable for damages due to breach of contractual or non-contractual obligations:
(a) for damages based on an intentional or grossly negligent breach of duty by Eppendorf;
(b) for damages resulting from injury to life, limb or health;
(c) due to a breach of a quality or durability guarantee;
(d) for damages resulting from the breach of an essential contractual obligation; or
(e) due to mandatory legal liability, in particular from the German Product Liability Act.
(2) An essential contractual obligation within the meaning of Clause 10.1 (d) is an obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the customer regularly trusts and may rely. The amount of compensation for the breach of an essential contractual obligation is limited to damages typical for the contract and foreseeable at the time the contract was concluded.
(3) Any further liability for damages than provided for in this Clause 10 (Liability) is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, from other breaches of duty or from tortious claims for compensation for property damage pursuant to Section 823 BGB.
(4) The limitations of liability resulting from this Clause 10 (Liability) also apply if the customer demands instead of performance a reimbursement of expenses incurred by the customer in reliance on the contract instead of a claim for damages.
10.5. Insofar as Eppendorf’s liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of Eppendorf’s employees, representatives and vicarious agents.
§ 11. Statute of Limitation
(1) The limitation period for the customer's rights due to material defects and defects of title shall be twelve (12) months from the delivery of the goods. This shall not apply in the case of intentional or grossly negligent breach of duty (Clause 10.1(a) above), for damages resulting from injury to life, body or health (Clause 10.1(b) above), in the case of fraudulent concealment of a defect and/or in the case of mandatory statutory liability (Clause 10.1(e) above); in these cases the respective statutory limitation period shall apply. Other special statutory provisions on the limitation period (in particular Section 438 para. 1 no. 1, para. 3, Section 444, as well as Section 478 para. 2 in conjunction with Section 445b BGB) shall also remain unaffected.
(2) The delivery within the meaning of Clause 11.1 refers to the receipt of the notification of readiness to collect provided by Eppendorf to the customer, or, if shipping has been agreed, the delivery to the freight carrier. If the parties have agreed that delivery is to be deemed complete upon the customer accepting the goods, the limitation period begins upon such acceptance.
(3) Warranty claims for repairs and replacement deliveries become time-barred three (3) months after completion of the respective repairs or replacement delivery, but not before the expiry of the twelve-month limitation period in accordance with Clause 11.1. This does not apply if Eppendorf has expressly recognized an obligation to provide supplementary performance. In such a case, the twelve-month warranty period will start again after Eppendorf has completed the subsequent performance.
(4) Claims for defects are excluded when selling used goods and demonstration devices. The right of the customer to claim damages or reimbursement of expenses incurred by the customer in reliance on the contract in accordance with the provisions in Clause 10 (Liability) remains unaffected.
§ 12. Returns
Returns of goods that are not the subject of material defect claims require Eppendorf’s prior consent. In the event of a return, Eppendorf shall charge 10 % of the value of the goods, but at least EUR 25,00 as a processing cost, unless Eppendorf has provided consent dependent on further services provided by the customer.
§ 13. Export
(1) Deliveries in cross-border traffic require a separate agreement so that the safety regulations for the respective countries can be complied with.
(2) The export or shipment of goods from Germany is subject to the applicable German, EU, US and/or export control and sanction regulations of the destination country. The customer bears sole responsibility for obtaining all necessary licences and complying with all relevant regulations up to the end consumer
§ 14. Force Majeure
(1) Eppendorf is not liable for impossibility or delay insofar as it is based on force majeure or another event that was not foreseeable at the time the contract was concluded for which Eppendorf is not responsible. This also applies if the force majeure occurs at Eppendorf's suppliers. Force majeure includes (without limitation) operational disruptions of all kinds, war, insurrection, terrorism, natural disasters, epidemics and pandemics, general scarcity of raw materials and restrictions on energy consumption as well as sanctions or embargo regulations by Germany, the EU, the USA or other relevant institutions and states that make it impossible or unreasonable for Eppendorf to fulfil the contract.
(2) If Eppendorf becomes aware of an event within the meaning of Clause 14.1, Eppendorf will inform the customer immediately. Delivery times are automatically extended/postponed by the duration of the event plus a reasonable lead time. If such events make the provision of the service significantly more difficult or impossible for Eppendorf and are not only of a temporary nature, Eppendorf is entitled to withdraw from the contract. In this respect, the customer shall not be entitled to claim for damages.
§ 15. Confidentiality
(1) The customer undertakes to treat all information that becomes accessible in connection with the business relationship that is specified as confidential or is recognizable as a business or trade secret due to other circumstances, and not to disclose it to any other person and to protect it with the same degree of care, how they would protect their own confidential information.
(2) If one of the parties is obliged by a legal regulation or an official order to make confidential information of the other party available to a public body, it is entitled to do so.
(3) The obligation of confidentiality according to this Clause 15 continues for five (5) years after the conclusion of the contract.
§ 16. Miscellaneous
(1) Assignments as well as other transfers of rights and obligations of the customer outside the scope of application of Section 354a HGB (assignability of monetary claims) are excluded without the consent of Eppendorf.
(2) Should at any time, any provision of these GTCs and the other agreements made between Eppendorf and the customer be or become void, invalid or ineffective due to any reason, this will not affect the validity or effectiveness of the remaining provisions. The void, invalid or ineffective provision shall be deemed replaced by such valid and effective provision that in legal and economic terms comes closest to what Eppendorf and the customer intended or would have intended in accordance with the purpose of their contractual relationship if they had considered the point at the time of conclusion of the contract. The same shall apply to any lacunae.
(3) Changes to contractual provisions between Eppendorf and the customer as well as the waiver of rights from these provisions must be made in writing. This also applies to a waiver of this written form clause.
(4) The place of performance for the customer's payment obligations is Hamburg, Germany. The place of performance for the delivery and any subsequent performance is Hamburg, Germany.
(5) These GTCs and any agreements the parties enter into in relation to these GTCs shall be governed by the laws of Germany. The United Nations Convention on the International Sale of Goods (CISG) shall not apply.
(6) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Hamburg. Deviating mandatory statutory jurisdictions remain unaffected.
Status as of January 2025.
Eppendorf SE
Barkhausenweg 1
22339 Hamburg
Germany
Phone: +49 40 53 801-0
Fax: +49 40 53 801-556
E-mail: eppendorf@eppendorf.de
Eppendorf Vertrieb Deutschland GmbH
Peter-Henlein-Str.2
50389 Wesseling-Berzdorf
Germany
Phone: +49 1803 255 911
Fax: +49 2232 418 155
E-mail: vertrieb@eppendorf.de
(1) These General Terms and Conditions of Sales and Delivery (hereinafter referred to as "GTCs") apply for all deliveries and related services by Eppendorf SE and Eppendorf Vertrieb Deutschland GmbH (hereinafter collectively referred to as "Eppendorf") to their customers.
(2) These GTCs also apply if Eppendorf carries out the delivery to the customer notwithstanding Eppendorf having knowledge of contradicting or additional terms and conditions of the customer. General terms and conditions of the customer that contradict or supplement these GTCs will only become part of the contract if and to the extent that Eppendorf has expressly agreed to their validity in writing.
(3) Individual agreements made with the customer in individual cases take precedence over these GTCs.
(4) These GTCs only apply to a party who is either a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his/her or its trade, business or profession. However, these GTCs do not apply to contracts that are concluded in our online shop.
§ 2. Conclusion of Contract
(1) Offers from Eppendorf are not binding but are to be understood as an invitation to the customer to make a binding contractual offer to Eppendorf, unless they are expressly marked as binding or specify a specific acceptance period. The customer must point out obvious errors (such as obvious calculation errors, incorrect product specifications, or incompleteness) in the offers from Eppendorf (including associated documents) to allow Eppendorf to correct such errors before the conclusion of the contract; otherwise the relevant contract shall be deemed unconcluded.
(2) The contract is concluded upon the customer's order and Eppendorf's acceptance of the order (i.e., in response to a binding contractual offer by the customer, unless the provision of Clause 2.1 applies, in which case, the customer's order is the binding acceptance of Eppendorf's offer). The acceptance can either be declared in writing (e.g. by order confirmation) or by delivery of the goods to the customer. Unless otherwise stated in the customer's offer, Eppendorf can accept it within ten (10) business days of receipt. Business days are Monday through Friday, with the exception of German national public holidays.
§ 3. Prices
(1) Only the prices stated in the order confirmation by Eppendorf or, if no prices are stated therein, the list prices current at the time the contract is concluded are decisive.
(2) If the customer purchases the goods from Eppendorf at the list price and the list price increases between the time the contract is concluded and the actual delivery, and if there is a period of at least four (4) months between the conclusion of the contract and the actual delivery, the agreed purchase price increases accordingly. Any agreed discounts must also be taken into account with regard to the increased purchase price.
(3) Eppendorf's prices shall apply "carriage paid to" the customer's registered office for deliveries to locations within Germany. The customer bears all additional costs for any accelerated shipping method requested by the customer (e.g. air freight) or a special type of packaging as well as the costs for shipping the delivery to a location other than the customer's registered office. For delivery values below EUR 250.00 net, the packaging and shipping costs shall be charged. For delivery values below EUR 70.00 net, Eppendorf reserves the right to levy an additional minimum quantity surcharge.
(4) (EXW Incoterms® 2 020) and exclude packaging costs. Eppendorf carries out the packaging selection for the delivery items and charges the customer for the packaging. At the request and expense of the customer, the goods will be shipped to another destination. Auf Verlangen und Kosten des Kunden wird die Ware an einen anderen Bestimmungsort versendet. Eppendorf is entitled to determine the type of shipment (in particular the transport company and the shipping route) itself. For delivery values below EUR 70.00 net, Eppendorf reserves the right to levy an additional minimum quantity surcharge.
(5) All prices of Eppendorf are quoted in EURO and are net prices excluding VAT, which the customer shall pay in addition at the respective statutory rate.
(6) If Eppendorf issues an invoice without VAT and it subsequently transpires that the conditions for (i) a tax-exempt export delivery pursuant to Sections 4 no. 1 a), 6 UStG in conjunction with Sections 8 - 17 UStDV or (ii) a tax-exempt intra-Community supply according to Sections 4 no. 1 b), 6a UStG in conjunction with Sections 17a - 17d UStG. Sections 17a - 17d UStDV are not fulfilled, the price shall be increased by the statutory VAT at the respective statutory rate. In such cases, Eppendorf shall be entitled to claim or subsequently claim the VAT from the customer against issuance of an invoice with separate proof of VAT pursuant to Sections 14, 14a UStG.
§ 4. Delivery and Delivery Times
(1) Deliveries are made to locations within Germany “carriage paid to" to the customer's registered office (CPT Incoterms® 2020) and to a place outside Germany "ex works or warehouse" (EXW Incoterms® 2020).
(2) Eppendorf is entitled to make partial deliveries if (a) the partial delivery can be used by the customer within the scope of the contractual intended purpose, (b) the provision of the remaining services is ensured, and (c) the partial delivery does not result in any significant additional costs for the customer or Eppendorf itself agrees to bear any such additional costs.
(3) The delivery times specified by Eppendorf in offers or order confirmations are non-binding unless something else has been expressly agreed upon. Delivery deadlines begin on the date of the order confirmation by Eppendorf and are considered to be met if the goods have been handed over to the carrier (in the case of deliveries to a location within Germany) or the customer has received a notice of readiness for collection from Eppendorf by the deadline (in the case of deliveries to a location outside Germany).
(4) Compliance with delivery deadlines requires the timely and proper fulfillment of the customer's obligations, in particular the provision of any necessary certificates and the receipt of any agreed down payments, provided that the foregoing shall not affect either parties’ right to withhold its performance due to a failure by the other party to fulfill its duties under the contract.
(5) Delivery is subject to correct and timely self-delivery, unless Eppendorf is responsible for the incorrect and delayed self-delivery and Eppendorf had concluded a congruent covering transaction with the respective supplier at the time of conclusion of the contract with the customer. This also applies if Eppendorf concludes the covering transaction immediately after conclusion of the contract with the customer.
(6) If the customer is in default of acceptance or if he culpably breaches other obligations to cooperate, Eppendorf is entitled to demand compensation for the resulting damage, including any additional expenses (e.g. storage costs). Further claims or rights are reserved.
§ 5. Shipping and Transfer of Risk
(1) Shipment and transport shall be at the risk of the customer. The risk of accidental loss and accidental deterioration shall pass to the customer as soon as the consignment has been handed over to the carrier, whereby in the case of cross-border deliveries the start of the loading process shall be decisive. This shall also apply if Eppendorf insures the transport or sets up or installs the goods at the customer's premises on the basis of individual agreements. However, insofar as acceptance has been agreed, the risk shall only pass to the customer upon acceptance.
(2) Eppendorf shall take out transport insurance at the request of the customer, to be notified at the time of the order, and at the customer's expense. Eppendorf shall be entitled to name itself as beneficiary. When selecting the transport insurer, Eppendorf shall only be liable for its own customary care.
(3) If the shipment of the delivery is delayed for reasons attributable to the customer, the risk of accidental deterioration and accidental loss shall pass to the customer upon notification of readiness for shipment.
§ 6. Transport Damage
(1) Loss or damage during transport must be noted by the customer on the freight receipt with a corresponding reservation. In addition, they must be reported immediately in writing to the carrier with a copy to Eppendorf. All steps necessary to safeguard the customer's rights must be taken immediately by the customer.
(2) Damage or loss in transit shall not release the customer from full payment of the purchase price to Eppendorf. The customer assigns in advance to Eppendorf all claims against third parties arising from damage or loss in transit. Eppendorf hereby accepts the assignment. This assignment and any benefits provided by the transport insurance shall be made on account of performance.
§ 7. Payment Terms
(1) Payments are due within thirty (30) days after receipt of the invoice by the customer without deduction.
(2) Payment for initial orders must always be made in advance.
(3) Eppendorf is entitled to issue partial invoices for partial deliveries within the meaning of Clause 4.2.
(4) When the above payment deadline has expired, the customer is in default. Eppendorf shall be entitled to charge interest on arrears at the statutory rate from the time of default. Eppendorf reserves the right to claim further damages.
(5) The customer shall have no right to offset or to assert a right of retention, unless the customer sets off an undisputed or legally established claim or asserts a right of retention in this regard.
(6) If, after the conclusion of the contract, it becomes apparent (e.g. by filing for the opening of insolvency proceedings) that the payment claim is jeopardized by the customer's inability to pay, Eppendorf shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (Section 321 BGB).
§ 8. Retention of Title
(1) Eppendorf retains ownership of the delivered goods (the "Reserved Goods") until all claims relating to those Reserved Goods ("Secured Claims") have been paid in full. In the case that all Secured Claims have been paid in full, the Reserved Goods shall be security for the balance of all other claims to which Eppendorf is entitled.
(2) If the customer intends to transfer the Reserved Goods to a location outside Germany, the customer shall (a) immediately inform Eppendorf of such intention, (b) immediately and at its own expense determine and fulfil all local (including legal) requirements for the creation and maintenance of Eppendorf's retention of title and (c) also immediately inform Eppendorf thereof in each case.
(3) The customer has to treat the Reserved Goods with the due care of a good manager. The customer is obliged to adequately insure the Reserved Goods at replacement value at its own expense against damage caused by fire, water and theft. The customer hereby assigns any claims for compensation from these insurance contracts to Eppendorf. Eppendorf hereby accepts the assignment. Upon request by Eppendorf, the customer shall take any and all necessary steps to perfect such assignment against third parties immediately.
(4) The customer must inform Eppendorf immediately if the Reserved Goods are seized or similarly impaired or endangered. In the event of a seizure, the customer must send Eppendorf a copy of the seizure and transfer decision as well as all other documents required to object to the seizure and notify the seizure creditor immediately in writing of the retention of title by Eppendorf. The costs of an intervention by Eppendorf, unless they can be obtained from the respective third party, shall be borne by the customer.
(5) Any processing or transformation of the Reserved Goods by the customer is always carried out free of charge for Eppendorf. However, if the Reserved Goods are processed with other items that do not belong to Eppendorf, Eppendorf only acquires joint ownership of the new item in the ratio of the invoice value of the Reserved Goods to the value of the other processed items. The customer stores the new item free of charge for Eppendorf with the due care of a prudent manager.
(6) If the goods subject to retention of title are combined, mixed or blended with other items not belonging to Eppendorf, Eppendorf shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the other goods used. If the goods subject to retention of title are combined, mixed or blended in such a way that the customer's item is to be regarded as the main item, it shall be deemed to be agreed that the customer transfers to Eppendorf co-ownership of the new item on a pro rata basis. The customer shall hold the co-ownership thus created in safe custody for Eppendorf free of charge with the diligence of a prudent businessman.
(7) The customer is entitled to resell the Reserved Goods in the ordinary course of business and with the due care of a good manager. However, the customer assigns all claims from the resale of the Reserved Goods to third parties in the amount of the final invoice amount of the Secured Claims (including statutory sales tax or comparable foreign taxes) to Eppendorf. Eppendorf hereby accepts this assignment. The customer remains entitled to collect the assigned claims. The customer is only entitled to resell if it is ensured that the claims to which he is entitled are transferred to Eppendorf.
(8) Eppendorf is entitled to revoke or restrict both the customer's authorization to sell and the authorization to collect and to demand the return of the Reserved Goods if the customer does not meet his payment obligations towards Eppendorf or if Eppendorf becomes aware of circumstances that are likely to significantly reduce the customer's creditworthiness. In the event of revocation of the authorization to collect, Eppendorf can demand that the customer discloses the assigned claims and their debtors, provides all information required for collection, hands over the associated documents and notifies the debtors of the assignment.
§ 9. Claims for Defects
(1) The customer's claims for defects are subject to the condition that the customer has complied with its statutory obligations to inspect the goods and give notice of defects pursuant to Sections 377, 381 (2) of the German Commercial Code (HGB). Claims due to recognisable defects must be reported by the customer immediately, at the latest, however, within ten (10) calendar days after receipt of the goods. Claims for other defects must be notified by the customer immediately after discovery. The notification must be made in writing to Eppendorf and must precisely describe the type and extent of the defects. If the customer fails to make the proper inspection or notification, Eppendorf's warranty obligation and liability for the defect concerned shall be excluded.
(2) Eppendorf shall be entitled to inspect and test the rejected goods. The customer shall grant Eppendorf the necessary time and opportunity to do so. Eppendorf may demand that the customer return the rejected goods in the original packaging or equivalent packaging to Eppendorf at Eppendorf's expense.
(3) If a good is defective and the customer has duly notified Eppendorf of the defect in accordance with Clause 9.1, the customer shall be entitled to its statutory rights in accordance with the following provisions.
(4) Eppendorf does not warrant the suitability of its goods for specific uses not expressly agreed in writing between Eppendorf and the customer. The customer alone shall be responsible for deciding whether goods which comply with the specific agreements on properties, features and performance characteristics are suitable for a specific purpose and for the type of use assumed by the customer.
(5) Information in catalogues, price lists and other information material provided to the customer by Eppendorf, as well as information describing the product, shall not be deemed to be guarantees for a particular quality of the goods. Guarantees of quality must be expressly agreed in writing.
(6) Claims for defects shall not exist in the case of conditions or damage arising after the transfer of risk as a result of normal wear and tear and improper or unsuitable use. This shall apply in particular if the delivered goods are improperly handled, stored or set up, are not operated or maintained in accordance with the operating instructions or if spare, disposable or consumable materials other than those recommended by Eppendorf are used.
(7) Eppendorf shall be entitled, at its own discretion, to subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). In the event of subsequent performance, Eppendorf shall be obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labour and material costs.
(8) If the supplementary performance fails, the customer may, at its option, rescind the contract or demand a price reduction in accordance with the statutory provisions. The customer's right to demand compensation for damages or reimbursement of futile expenses in accordance with the provisions of Clause 10 (Liability) shall remain unaffected by this.
§ 10. Liability
(1) According to the statutory provisions, Eppendorf is only liable for damages due to breach of contractual or non-contractual obligations:
(a) for damages based on an intentional or grossly negligent breach of duty by Eppendorf;
(b) for damages resulting from injury to life, limb or health;
(c) due to a breach of a quality or durability guarantee;
(d) for damages resulting from the breach of an essential contractual obligation; or
(e) due to mandatory legal liability, in particular from the German Product Liability Act.
(2) An essential contractual obligation within the meaning of Clause 10.1 (d) is an obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the customer regularly trusts and may rely. The amount of compensation for the breach of an essential contractual obligation is limited to damages typical for the contract and foreseeable at the time the contract was concluded.
(3) Any further liability for damages than provided for in this Clause 10 (Liability) is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, from other breaches of duty or from tortious claims for compensation for property damage pursuant to Section 823 BGB.
(4) The limitations of liability resulting from this Clause 10 (Liability) also apply if the customer demands instead of performance a reimbursement of expenses incurred by the customer in reliance on the contract instead of a claim for damages.
10.5. Insofar as Eppendorf’s liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of Eppendorf’s employees, representatives and vicarious agents.
§ 11. Statute of Limitation
(1) The limitation period for the customer's rights due to material defects and defects of title shall be twelve (12) months from the delivery of the goods. This shall not apply in the case of intentional or grossly negligent breach of duty (Clause 10.1(a) above), for damages resulting from injury to life, body or health (Clause 10.1(b) above), in the case of fraudulent concealment of a defect and/or in the case of mandatory statutory liability (Clause 10.1(e) above); in these cases the respective statutory limitation period shall apply. Other special statutory provisions on the limitation period (in particular Section 438 para. 1 no. 1, para. 3, Section 444, as well as Section 478 para. 2 in conjunction with Section 445b BGB) shall also remain unaffected.
(2) The delivery within the meaning of Clause 11.1 refers to the receipt of the notification of readiness to collect provided by Eppendorf to the customer, or, if shipping has been agreed, the delivery to the freight carrier. If the parties have agreed that delivery is to be deemed complete upon the customer accepting the goods, the limitation period begins upon such acceptance.
(3) Warranty claims for repairs and replacement deliveries become time-barred three (3) months after completion of the respective repairs or replacement delivery, but not before the expiry of the twelve-month limitation period in accordance with Clause 11.1. This does not apply if Eppendorf has expressly recognized an obligation to provide supplementary performance. In such a case, the twelve-month warranty period will start again after Eppendorf has completed the subsequent performance.
(4) Claims for defects are excluded when selling used goods and demonstration devices. The right of the customer to claim damages or reimbursement of expenses incurred by the customer in reliance on the contract in accordance with the provisions in Clause 10 (Liability) remains unaffected.
§ 12. Returns
Returns of goods that are not the subject of material defect claims require Eppendorf’s prior consent. In the event of a return, Eppendorf shall charge 10 % of the value of the goods, but at least EUR 25,00 as a processing cost, unless Eppendorf has provided consent dependent on further services provided by the customer.
§ 13. Export
(1) Deliveries in cross-border traffic require a separate agreement so that the safety regulations for the respective countries can be complied with.
(2) The export or shipment of goods from Germany is subject to the applicable German, EU, US and/or export control and sanction regulations of the destination country. The customer bears sole responsibility for obtaining all necessary licences and complying with all relevant regulations up to the end consumer
§ 14. Force Majeure
(1) Eppendorf is not liable for impossibility or delay insofar as it is based on force majeure or another event that was not foreseeable at the time the contract was concluded for which Eppendorf is not responsible. This also applies if the force majeure occurs at Eppendorf's suppliers. Force majeure includes (without limitation) operational disruptions of all kinds, war, insurrection, terrorism, natural disasters, epidemics and pandemics, general scarcity of raw materials and restrictions on energy consumption as well as sanctions or embargo regulations by Germany, the EU, the USA or other relevant institutions and states that make it impossible or unreasonable for Eppendorf to fulfil the contract.
(2) If Eppendorf becomes aware of an event within the meaning of Clause 14.1, Eppendorf will inform the customer immediately. Delivery times are automatically extended/postponed by the duration of the event plus a reasonable lead time. If such events make the provision of the service significantly more difficult or impossible for Eppendorf and are not only of a temporary nature, Eppendorf is entitled to withdraw from the contract. In this respect, the customer shall not be entitled to claim for damages.
§ 15. Confidentiality
(1) The customer undertakes to treat all information that becomes accessible in connection with the business relationship that is specified as confidential or is recognizable as a business or trade secret due to other circumstances, and not to disclose it to any other person and to protect it with the same degree of care, how they would protect their own confidential information.
(2) If one of the parties is obliged by a legal regulation or an official order to make confidential information of the other party available to a public body, it is entitled to do so.
(3) The obligation of confidentiality according to this Clause 15 continues for five (5) years after the conclusion of the contract.
§ 16. Miscellaneous
(1) Assignments as well as other transfers of rights and obligations of the customer outside the scope of application of Section 354a HGB (assignability of monetary claims) are excluded without the consent of Eppendorf.
(2) Should at any time, any provision of these GTCs and the other agreements made between Eppendorf and the customer be or become void, invalid or ineffective due to any reason, this will not affect the validity or effectiveness of the remaining provisions. The void, invalid or ineffective provision shall be deemed replaced by such valid and effective provision that in legal and economic terms comes closest to what Eppendorf and the customer intended or would have intended in accordance with the purpose of their contractual relationship if they had considered the point at the time of conclusion of the contract. The same shall apply to any lacunae.
(3) Changes to contractual provisions between Eppendorf and the customer as well as the waiver of rights from these provisions must be made in writing. This also applies to a waiver of this written form clause.
(4) The place of performance for the customer's payment obligations is Hamburg, Germany. The place of performance for the delivery and any subsequent performance is Hamburg, Germany.
(5) These GTCs and any agreements the parties enter into in relation to these GTCs shall be governed by the laws of Germany. The United Nations Convention on the International Sale of Goods (CISG) shall not apply.
(6) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Hamburg. Deviating mandatory statutory jurisdictions remain unaffected.
Status as of January 2025.
Eppendorf SE
Barkhausenweg 1
22339 Hamburg
Germany
Phone: +49 40 53 801-0
Fax: +49 40 53 801-556
E-mail: eppendorf@eppendorf.de
Eppendorf Vertrieb Deutschland GmbH
Peter-Henlein-Str.2
50389 Wesseling-Berzdorf
Germany
Phone: +49 1803 255 911
Fax: +49 2232 418 155
E-mail: vertrieb@eppendorf.de
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General Terms and Conditions for Services
For domestic contracts, the German version of the General Terms and Conditions for Services shall prevail in the event of divergence between the German and English text. For contracts of a cross-border nature, the English-language version shall take precedence.
1. General Provisions
1.1. The following General Terms and Conditions for Services (hereinafter referred to as "Service Terms") apply to all orders involving the provision of services (hereinafter referred to as "Services"), such as repairs, maintenance, installation and operational qualifications, training, adjustments, and calibrations on laboratory equipment (hereinafter referred to as "Equipment") by Eppendorf Vertrieb Deutschland GmbH or its affiliated companies pursuant to § 15 AktG (collectively hereinafter referred to as "Eppendorf") to its customers (hereinafter referred to as "Customers"). The Service Terms apply only to companies within the meaning of Section 310 (1) BGB.
1.2. The Service Terms apply to all Services within the entire business relationship (including future business in ongoing business relationships), but only to those outside any warranty and/or guarantee from Eppendorf. In addition to these Service Terms, Eppendorf's General Terms and Conditions of Sales and Delivery .
In the event of contradictions or differing provisions, these Service Terms take precedence over the General Terms and Conditions of Sale and Delivery. The Service Terms also apply if Eppendorf performs the Services for the Customer unconditionally with knowledge of conflicting or supplementary terms and conditions of the Customer. General terms and conditions of the Customer that contradict or supplement these Service Terms will only become part of the contract if Eppendorf has expressly agreed to their validity in writing.
1.3. Any reference in the Service Terms to a provision of a law is to be interpreted as a reference to that provision in its currently valid version, reinstatement, or extension at the relevant time.
2. Conclusion of the Service Contract (Service Order)
2.1. A service contract can be entered either by placing an order through the Service Portal, the eShop, or by the Customer placing an order referencing an offer from Eppendorf in accordance with the following provisions.
2.2. The service offers in the Service Portal and the eShop do not yet constitute an offer from Eppendorf to conclude a service contract. Rather, they are a non-binding invitation to place an order with Eppendorf through the Service Portal or the eShop.
2.3. Information provided by Eppendorf via email or telephone in connection with the conclusion of a service contract is non-binding unless explicitly stated otherwise by Eppendorf.
2.4. A binding offer to enter into a service contract consists of sending a written offer from Eppendorf to the Customer (particularly in the form of a cost estimate for repairs), with the sending of the offer by Eppendorf via email being sufficient. The Customer's written order referencing Eppendorf's offer constitutes the acceptance of the offer, with the sending of the Customer's order via email being sufficient.
2.5. By ordering a service in the eShop, the Customer submits a binding offer to Eppendorf to conclude a service contract. If a service is listed as "price on request" in the eShop, Eppendorf will first create an offer through the eShop, which the Customer can then confirm; the Customer's confirmation constitutes the submission of an order to Eppendorf.
2.6. Upon receipt of the order through the eShop, the Customer will receive an automatically generated email (order receipt confirmation), which merely confirms the receipt of the order by Eppendorf. This order receipt confirmation does not yet constitute acceptance of the Customer's order. A service contract through the eShop is only entered when Eppendorf explicitly declares acceptance of the order via email (order confirmation).
2.7. The dispatch of the affected device for evaluation or provision of a service is only permitted if Eppendorf has previously confirmed this in writing (e.g., via email) and the device is clean and decontaminated. If the Customer sends a device, it is done at their own risk and expense. Packages sent to Eppendorf without prepaid postage will not be accepted. The Customer is obligated to pack the goods appropriately for transport. Small accessories (e.g., pipette tips) must be separately packed when sent. Eppendorf assumes no liability for the loss of small accessories that are not separately packed, even after acceptance of the goods. Eppendorf assumes no liability for damages (including loss) that occur during transport to Eppendorf. If the Customer sends a device without Eppendorf's written consent, Eppendorf assumes no liability for damages (including loss) that occur before the service contract is concluded. If sending the affected device for the provision of services is not possible or practical, the Customer should contact Eppendorf in advance to coordinate further action.
2.8. Eppendorf does not provide repair services for Equipment for which spare parts are not available. Eppendorf will inform the Customer accordingly.
2.9. Equipment and/or components affected by a design change or a modifying intervention as defined in section 10.3 may be excluded from maintenance.
3. Review of Work Effort and Cost Estimates
3.1. If Eppendorf prepares a cost estimate, the transmission of the cost estimate constitutes an offer to the Customer to enter into the service contract. Unless otherwise indicated in the cost estimate, the repair offer included in the cost estimate expires one (1) month after it is sent to the Customer (hereinafter referred to as the "Acceptance Period"), provided that the Customer does not accept the repair order based on the cost estimate. If the Customer does not wish to proceed with the repair based on the cost estimate, the Customer has the alternative option, before the expiration of the Acceptance Period, to instruct Eppendorf to dispose of the submitted device or to request Eppendorf to contact them to coordinate further actions. If there is no response to the cost estimate within the Acceptance Period, Eppendorf reserves the right to return the device to the Customer in its assembled, unrepaired condition at the Customer's expense (see section 7). The repair offer from Eppendorf expires before the end of the Acceptance Period if the Customer accepts an alternative offer from Eppendorf to purchase a replacement device and dispose of the defective device.
3.2. If it becomes apparent after entering into the service contract that the agreed scope of services cannot be provided without significantly exceeding the amount specified in the cost estimate, Eppendorf will inform the Customer immediately about the expected overrun of the cost estimate. A significant overrun is generally assumed if the amount specified in the cost estimate is exceeded by more than 10% (ten percent). In the event of a significant overrun, the Customer is entitled to terminate the service contract. In the event of termination by the Customer, Eppendorf is entitled to demand from the Customer a portion of the remuneration corresponding to the work performed and reimbursement of expenses not included in the remuneration.
3.3. The preparation of a cost estimate by Eppendorf is subject to a fee. Eppendorf is entitled to charge a fee equivalent to the current rate of up to two working hours of a qualified service technician plus any applicable sales tax.
4. Prices and Payment Terms
4.1. Only the prices stated in the offer from Eppendorf are binding.
4.2. All prices from Eppendorf are quoted in Euros and are net prices excluding VAT, which the Customer must pay in addition at the applicable statutory rate. The term “VAT” includes all comparable indirect taxes, e.g. Goods and Service Tax, Sales Tax, etc., which would be levied on the supply of goods / services.
4.3. The Customer is obliged to provide Eppendorf with all necessary information (e.g. VAT Identification number) for issuing legal compliant invoices well in advance before the supply of goods or services and in case of changes/amendment to inform the Seller immediately.
4.4. If Eppendorf issues an invoice without VAT and it subsequently transpires that the conditions for a non-taxable supply or tax exempt supply of services are not met, the price increases by the statutory VAT at the applicable rate. In such cases, Eppendorf is entitled to demand or reclaim the VAT from the Customer by issuing an invoice with a separate VAT statement according to §§ 14, 14a UStG.
4.5. The Customer will withhold income taxes as applicable on the amounts payable to Eppendorf if required by law, except to the extent Eppendorf submits a certificate of exemption or reduction from withholding tax. The Customer are obliged to ask Eppendorf whether they are in the possession of such certificate of exemption form / reduction from withholding tax before withholding any tax, i.e. before payment.
4.6. If and to the extent the Customer has withheld any tax, the Customer shall remit the withholding taxes to the tax authorities as required by law and enable Eppendorf to claim a withholding tax credit or refund by providing immediately an appropriate withholding tax certificate. If Eppendorf is unable to claim credit or refund due to a delay in providing such certificate by the Customer or due to deficiencies in such certificate, then the Customer shall reimburse the previously withheld taxes to Eppendorf. The Customer is obliged to take any actions and measures which help – within the boundaries of the law – to reduce or eliminate the withholding tax burden.
4.7. Unless otherwise agreed, payment must be made within thirty (30) days from the invoice date without any deduction.
4.8. In the event of late payment, Eppendorf is entitled to charge statutory default interest at a rate of nine (9) percentage points above the current base interest rate. The assertion of further damages is not excluded.
4.9. The right to offset counterclaims and/or withhold payments is only available to the Customer to the extent that their counterclaims are undisputed or have been legally established.
5. Execution of the Service Contract
5.1. Unless otherwise agreed between the parties, a service contract refers to the scope of services specified by Eppendorf in the offer. Services not explicitly mentioned therein, which are performed at the Customer's request, will be charged additionally.
5.2. If the Customer and Eppendorf agree on billing the services based on time and materials, in addition to labor costs, the consumables, spare parts, and accessories required for the provision of the services will also be charged.
5.3. Components replaced during a repair will be properly disposed of by Eppendorf on behalf of the Customer. The disposal costs can be charged to the Customer.
5.4. If the provision of the agreed services by Eppendorf is delayed due to actions or omissions by the Customer or their employees, representatives, or contractors, Eppendorf is entitled to charge the Customer for the additional effort incurred at Eppendorf's current hourly rate.
5.5. If the commissioned services cannot be provided at the agreed time or cannot be fully provided for reasons within the Customer's responsibility, Eppendorf is entitled to claim compensation for the resulting costs (e.g., travel expenses). If the work cannot be started or continued even after a reasonable grace period set by Eppendorf has expired, Eppendorf is entitled to withdraw from the respective contract. In this case, Eppendorf's right to claim damages remains unaffected.
5.6. Eppendorf reserves the right to use suitable third parties to perform the services. Eppendorf's liability to the Customer is not affected by the involvement of third parties.
5.7. Eppendorf is subject to binding regulatory requirements for certain services (e.g., calibrations according to specific ISO standards). If certified procedures are affected, conflicting instructions from the Customer may be refused.
6. Provision of Services at the Customer's Facilities
6.1. The Customer can cancel services to be performed at the Customer's facilities free of charge if Eppendorf is informed in writing (e.g., via email) three (3) months (hereinafter referred to as the "Cancellation Period") before the agreed date. If the Customer cancels services or parts thereof after the Cancellation Period, which were to be performed at the Customer's facilities as agreed, the Customer bears the costs incurred by Eppendorf due to the cancellation.
6.2. Unless otherwise agreed in individual cases, travel costs will be charged separately.
6.3. The Customer must support Eppendorf's service personnel during the provision of services and, in particular, ensure that:
i. free access to the affected Equipment for Eppendorf's service personnel is provided;
ii. the Equipment is ready for service, meaning it is clean, decontaminated, and not in use (except in cases of mandatory continued operation);
iii. Eppendorf's service personnel are adequately informed about potential on-site hazards and sufficient personal protective Equipment is provided; and
iv. a contact person is designated who is authorized to make and receive binding declarations on behalf of the Customer.
6.4. Any delays in the provision of services by Eppendorf caused by the Customer will be charged to the Customer at the current hourly rate for services.
7. Return of Unrepaired Equipment
If the Customer does not place a repair order, an order for the disposal of the Equipment (possibly in connection with the purchase of a replacement Equipment, see section 3.1), or any other instruction within the offer period (see section 3.1) after the preparation of a cost estimate, Eppendorf reserves the right to return the Equipment to the Customer in the condition it was in at the time of receipt by Eppendorf, i.e., assembled but unrepaired, at the Customer's expense and risk. The Equipment will be restored to the condition it was in at the time of receipt by Eppendorf by reassembling the parts that were disassembled for the diagnosis and preparation of the cost estimate. In this case, Eppendorf does not guarantee the functionality and safety of the assembled, unrepaired Equipment and explicitly advises against further use of the Equipment. For the labor involved in reassembling the unrepaired Equipment, Eppendorf may charge a reasonable compensation equivalent to the current rate of up to three working hours of a qualified service technician plus VAT, in addition to the fee for the cost estimate (see section 3.3), as well as a shipping fee.
8. Return of Repaired or Maintained Equipment
8.1. After the completion of the respective service, the return of the Equipment repaired or maintained by Eppendorf is carried out by shipping to the Customer at the delivery address specified in the order. The shipping of Equipment to the Customer within Germany or abroad (subject to the provisions in section 8.4) is carried out to the Customer's location (CPT Incoterms® 2020). Any additional costs for an expedited shipping method requested by the Customer (e.g., air freight) or special packaging, as well as the costs for shipping the delivery to a location other than the Customer's location, are borne by the Customer.
8.2. At the Customer's request, which must be communicated at the time of order, and at the Customer's expense, Eppendorf will take out transport insurance. Eppendorf is entitled to name itself as the beneficiary. In selecting the transport insurer, Eppendorf is only liable for ordinary care.
8.3. If the dispatch by Eppendorf is delayed due to reasons caused by the Customer, the risk of accidental deterioration and accidental loss passes to the Customer upon notification of readiness for dispatch.
8.4. Cross-border deliveries require a separate agreement to ensure compliance with the security regulations of the respective countries. The export/transfer of goods from Germany may be subject to German, EU, and/or US export control/export regulations. The Customer is solely responsible for obtaining the necessary permits. The Customer guarantees that all Equipment handed over to Eppendorf is not subject to any embargo or sanction regulations and is not used for military purposes.
9. Acceptance
9.1. A work performance shall be deemed accepted if Eppendorf has set a reasonable deadline for acceptance by the Customer and the Customer has not refused acceptance within this period, stating at least one defect that is not insignificant and actually exists - or at least appears likely from an objective point of view.
9.2. Unless Eppendorf has expressly set a different deadline for acceptance upon the return of a device, the acceptance of the work performance provided must take place immediately, but no later than within one (1) week of the receipt of the return by the Customer. In the event of a return to the Customer, Eppendorf waives the requirement for the Customer’s declaration of acceptance to be received.
10. Warranty
10.1. The Customer must notify Eppendorf of any defect in a provided service without undue delay and must give Eppendorf the opportunity to remedy the defect through subsequent performance within a reasonable period. If the Customer remedies this defect itself or has it remedied by a third party without prior approval from Eppendorf, Eppendorf shall be released from liability for this defect and any consequential defects resulting therefrom.
10.2. The Customer's claims for defects arising from performed services - including claims for defects for replacement parts installed as part of the services - are governed by statutory provisions. The warranty period for defective service performances, including replacement parts installed as part of the services, is 12 months from acceptance. The warranty period does not restart upon subsequent performance. A statement by Eppendorf regarding a defect claim asserted by the Customer is not to be considered as entering into negotiations about the claim or the circumstances justifying the claim, provided the defect claim is fully rejected by Eppendorf.
10.3. Excluded from any liability for defects are normal and device-typical wear and tear, as well as functional impairments caused by improper use. Improper use particularly includes application errors, i.e., using a device contrary to the operating instructions provided by Eppendorf.
10.4. Design changes or modifications of any kind (e.g., use of non-original or equivalent components, uploading of third-party software) as well as any kind of device manipulation (e.g., repair by unauthorized or insufficiently qualified persons) carried out by the Customer after the completion of services provided by Eppendorf may also lead to the loss of claims for defects. This also applies if the Customer has not implemented software updates recommended by Eppendorf. If Eppendorf provides services on such a device and, at the Customer's request, leaves third-party components in the device, Eppendorf is released from liability for any damaging or risk-increasing effects of third-party components or improper modifications, provided Eppendorf has pointed this out before further execution and accepted the order.
11. Liability
11.1. Eppendorf is liable for damages due to the breach of contractual or non-contractual obligations in accordance with statutory provisions only:
i. for damages resulting from an intentional or grossly negligent breach of duty by Eppendorf;
ii. for damages arising from injury to life, body, or health;
iii. due to the assumption of a quality or durability guarantee;
iv. for damages arising from the breach of a material contractual obligation; or
v. due to mandatory statutory liability, particularly under the Product Liability Act.
11.2. A contractual obligation within the meaning of clause 11.1 iv. is material if it is an obligation whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the Customer regularly relies and may rely. The compensation for the breach of a material contractual obligation is limited to the foreseeable damage typical for the contract at the time of its conclusion.
11.3. Any further liability for damages beyond what is provided for in this clause 11 is excluded, regardless of the legal nature of the asserted claim. This particularly applies to claims for damages due to culpa in contrahendo, other breaches of duty, or tort claims for compensation for property damage pursuant to § 823 BGB.
11.4. The limitations of liability arising from this clause 11 also apply insofar as the Customer demands compensation for futile expenses instead of a claim for damages in lieu of performance.
11.5. To the extent that Eppendorf's liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of Eppendorf's employees, representatives, and vicarious agents.
11.6. The preceding provisions do not involve a shift in the burden of proof to the disadvantage of the Customer.
12. Force Majeure
12.1. Eppendorf is not liable for impossibility or delay insofar as these are due to force majeure or any other event that was not foreseeable at the time of the conclusion of the contract and for which Eppendorf is not responsible.
12.2. Force majeure particularly includes operational disruptions of all kinds, war, insurrection, terrorism, natural disasters, epidemics and pandemics, general shortages of raw materials, and restrictions on energy consumption.
12.3. Such an event also includes incorrect or delayed delivery to Eppendorf by its suppliers, provided Eppendorf is not responsible for this and Eppendorf had concluded a congruent hedging transaction with the respective supplier at the time of the conclusion of the contract with the Customer. This also applies if Eppendorf concludes the hedging transaction immediately after the conclusion of the contract with the Customer.
12.4. If Eppendorf becomes aware of an event as defined in clauses 12.2 or 12.3, Eppendorf will inform the Customer without undue delay. Delivery periods are automatically extended/postponed by the duration of the event, plus a reasonable start-up period. If such events make it substantially more difficult or impossible for Eppendorf to provide the service and the event is not merely of temporary duration, Eppendorf is entitled to withdraw from the contract. The Customer has no claims for damages in this respect.
13. Miscellaneous
13.1. Assignments and other transfers of the Customer's rights and obligations outside the scope of § 354a HGB (assignability of monetary claims) are excluded without the consent of Eppendorf.
13.2. Should any provision of these service conditions and the further agreements made between Eppendorf and the Customer be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provisions, another valid and enforceable provision shall apply, which Eppendorf and the Customer would have agreed upon in view of the purpose and intent of their contractual relationship if they had considered the invalidity or unenforceability of the respective provision at the time of the conclusion of the contract, and which corresponds to their intentions in view of the purpose and intent of their contractual relationship. The same applies in the case of a contractual gap.
13.3. Changes to contractual provisions between Eppendorf and the Customer as well as the waiver of rights under these provisions require written form, unless a stricter form requirement applies. This also applies to a waiver of this written form clause.
13.4. The law of the Federal Republic of Germany applies.
13.5. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Hamburg, Germany. Mandatory statutory jurisdictions remain unaffected.
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Additional bioprocess terms & Conditions
Further specifics and details when purchasing Bioprocess equipmentThe following provisions shall apply in addition to the referenced terms and conditions of Eppendorf found in the tab “Terms & Conditions”. This text provides additional explanations for our range of Bioprocess products.
Pricing:
Prices are net excluding any applicable taxes or fees, such as, but not limited to, sales or use tax, excise tax, property tax, VAT, custom duty or associated fees, unless explicitly stated and/or specified by agreed delivery terms.
Delivery Time:
Delivery times are always an estimate. Expected delivery time will be confirmed by order confirmation after receipt of order, and may be subject to payment terms and other conditions of sale. Time of services to be rendered can deviate and will be scheduled separately.
Invoicing:
Orders for goods and/or services can be explicitly fulfilled as partial shipments or separate instalments, which can be separately invoiced. Orders including services can be invoiced according to stage of completion of services to be rendered.
Warranty:
Warranty period of 12 months in accordance with our General Terms and Conditions. If not otherwise specified, warranty period starts with day of delivery or after installation, but not later than 60 days from shipment, whichever comes first. Date of delivery is defined as date of transfer of risk of ownership according to agreed
Services & Support:
Any offered installation support, start up assistance and/or commissioning of equipment will utilize space and/or utilities provided at site. Any preparation of installation site(s), such as, but not limited to, cleaning, connecting to utilities or other construction work, is not part of the provided support.
Cancellation Policy:
Eppendorf reserves the right to charge a cancellation fee to customer in case an order is cancelled before it was fulfilled complete by Eppendorf. A cancellation fee of 15% of total ordered value will be charged if order is cancelled within 4 weeks of order confirmation. A cancellation fee of 30% will be charged if order is cancelled after 4 weeks of order confirmation. A cancellation fee of 60% will be charged if order is cancelled after 12 weeks of order confirmation. If an order is cancelled after it was fulfilled, Eppendorf reserves the right to charge 100% of the ordered value. The cancellation policy is part of the payment terms. Responsibilities shall apply accordingly.
Export Control:
Offered goods may require an export license. Application of export license does require full disclosure of the ultimate destination of the goods, intended use, and other details specified from time to time. Offer is nonbinding, as well as other condition of sale will apply, e.g. restrictions for resale of the offered goods. Denial of an export license is regarded as force majeure with the right to withdraw from order. Delay will influence expected delivery time.
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By accepting our BioNsight cloud quote, you also accept the BioNsight cloud terms and conditions: BioNsight Cloud Terms and Conditions
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