The Cultivated B. GmbH
General Terms and Conditions of Sale
Prices, Incoterms & Validity of the offer
– The prices are net prices without sales tax and possible fees.
– As far as costs for installation and training are not explicitly offered, these services are not part of the delivery.
– The prices are binding for the duration of the contract and are not subject to change.
– If the order includes the delivery together with the installation of the contractual products, the service as a whole shall be performed at the customer’s business premises named in the offer; if these premises are located outside Germany, the contractual items shall be delivered there DAP.
If the order is limited to the delivery of the contractual products without further services of The Cultivated B. GmbH, hereinafter referred to as TCB, the delivery is ex works. This also applies if TCB takes over the shipping of the goods to the destination at the expense of the customer; in this case the risk is transferred to the transport person with the handover of the contractual products.
Terms of payment
The customer has the choice between the following payment modalities
– Single payment: 30 days after placing of order and receipt of invoice;
– 50% of the total amount payable upon placement of order and receipt of invoice and 50% due immediately prior to delivery.
Delivery time ex works
The delivery time stated in the quotation is a guideline after receipt of the order and is based on the current availability of sub-components and raw material as well as internal capacity. The final delivery time will be confirmed with our order confirmation. This is also only approximate and can be exceeded or fallen short of by up to 4 weeks. Default in delivery will only occur after the expiry of the aforementioned grace period and a written reminder from the customer.
Delivery can be made via other companies of the TCB Group.
Reference code of the order
– TCB Group’s product configurator assigns a unique Order Reference Code (ORC) specific to a particular product configuration.
– Any change initiated by the customer within the capabilities of the TCB Group Product Configurator will result in a new Order Reference Code
– Any change initiated by TCB Group companies will be communicated in accordance with our Change Notification Policy.
– TCB reserves the right to change prices and delivery times should changes be requested by the customer after a legally binding order has been placed.
Conclusion of contract, changes
A legally binding contract is concluded by the customer signing the offer or sending a written order which corresponds to the present offer. If the order of the customer differs in content from this offer, a contract is only concluded by the written order confirmation of TCB.
The employees of TCB, with the exception of the legal representatives and authorized signatories (Prokuristen), are not authorized to make verbal contract declarations. Any contract and any subsequent amendment thereof is therefore only valid if made in writing.
TCB expressly points out that its products may be subject to special export control requirements if they are exported from Germany.
In case of delivery of its goods outside Germany, the Buyer is obliged to comply with all national and international laws and regulations applicable to the export of goods from Germany.
The contractual products may only be used for civilian purposes. All embargoes in force at the time of delivery are to be observed by the contracting parties.
If necessary, TCB shall apply for an export license, but only after the Buyer has submitted the required documents for the license application, in particular the relevant end-use documents. The buyer shall be liable for delays in performance due to delayed or omitted cooperation of the buyer.
TCB reserves the right to make changes or additions to the product specifications if new technologies become available during the manufacturing period of the above mentioned items, i.e. some parts may be replaced by parts with at least the same or better functionality.
TCB warrants that the Contract Products (with the exception of software) comply with the specifications set out in the order – subject to the above right of modification in the sense of technical improvements – and are delivered free of material defects.
If a material defect is detected during the warranty period mentioned below – in compliance with the commercial duty to examine and to give notice of defects, if applicable – under normal and proper use and provided that the contractual products have been properly stored, installed, operated and maintained by the buyer, and TCB is notified in writing of the defect immediately upon discovery and within the applicable warranty period, TCB shall, at Buyer’s option, either (i) remedy the defect by repair or replacement or (ii) refund the portion of the price attributable to the defective portion of the delivery.
Exceptions. TCB shall have no warranty obligation with respect to Contract Products that: (i) have been improperly repaired or altered by Buyer; (ii) have been misused or negligently used or damaged by accident; (iii) have been used contrary to Seller’s instructions; or (iv) have failed as a result of normal wear and tear.
TCB warrants that the Software, when properly installed, will perform in accordance with Seller’s published specifications and all other specifications set forth in the Purchase Order, unless otherwise specified below. If a material defect is discovered within the warranty period and TCB is duly and timely notified thereof, including a description of the defect and full information as to the manner and means of its discovery, TCB shall, at its option, remedy the defect either (i) by modifying the Software or by providing Buyer with instructions for modifying the Software, or (ii) by providing the necessary corrective or replacement programs. TCB shall not be obligated to correct any defect resulting from any of the following: (i) unauthorized modification of the Software; or (ii) Buyer-provided software or interfaces not approved by Seller for use with the Software. TCB does not warrant that the functions contained in the Software will operate in the combinations selected by Buyer unless specified in manuals or other documentation associated with the Software. TCB warrants that at the time of delivery of the software products the delivered items do not contain computer viruses, computer worms, Trojans, authorization keys, license control programs, software locks or similar codes.
The warranty period for new Contract Products, including software and new spare parts, shall be twelve (12) months after delivery. The warranty period for overhauled or repaired parts shall be ninety (90) days after delivery. Notwithstanding the foregoing, the statutory warranty and limitation periods shall always apply to liability for damages.
TCB is liable according to the legal regulations in case of intent or gross negligence of the legal representatives or executive employees as well as in case of culpable breach of essential contractual obligations by any of the aforementioned or other employees.
TCB shall not be liable for the negligent breach of immaterial contractual obligations, be it by legal representatives, executives or other employees. As far as TCB is liable for simple negligence, the liability is limited to the foreseeable damage typical for the contract. The statutory liability according to the product liability law remains unaffected. In case of culpable injury to life, body and health TCB is liable according to the statutory provisions.
Failure to perform through no fault of TCB
The delivery obligation of TCB is subject to the timely and proper self-delivery of materials and components by our suppliers despite timely order and fulfillment of all contractual obligations by TCB towards the supplier.
In the event of force majeure, the contracting party affected by such event is released from the obligation to deliver or accept delivery for the duration and to the extent of the effect of force majeure. The same applies for a reasonable start-up time after the force majeure has ceased. Force majeure is any event beyond the control of the respective contracting party which prevents it in whole or in part from fulfilling its obligations, including natural disasters, storm, accidents, theft and vandalism, fire damage, floods, industrial action, war, riots, acts of terrorism, embargoes, or official orders, epidemics, as well as operational disruptions for which it is not responsible.
The contracting party affected by the impediment to performance (whether force majeure or non-delivery by its suppliers) shall inform the other contracting party without delay of the occurrence, the expected duration and the termination of the impediment to performance (and shall use its best efforts to remedy the impediment to performance and to limit its effects on the performance of the contract as much as possible.
If the scheduled time of performance is delayed by more than 90 days due to an impediment to performance, either party shall be entitled to terminate the contract by giving written notice to the other party.
Place of jurisdiction and applicable law
All claims in connection with an order from this offer shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). TCB is furthermore entitled to sue the customer, at its discretion, also at the general place of jurisdiction of the customer.
Pre-conditions of Delivery
If the delivery is subject to export control according to the law applicable in Germany, is subject to the export permit of the Federal Office of Economics and Export Control (BAFA). In the case of such an order, we require a certificate from the customer stating the intended use of our equipment. Bioreactors, fermentation equipment and biological material are supplied by TCB Group for peaceful use only. TCB is bound by national and/or international embargo and sanctions regulations.
Exclusion of general terms and conditions
General terms and conditions of the customer are hereby expressly excluded. They will not become part of the contract even if the customer refers to general terms and conditions in his order and this reference is not expressly contradicted again.