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General Terms and Contitions

General

Unless agreed otherwise in writing, CARE diagnostica supplies and/or contracts exclusively on the basis of the following General Standard Terms and Conditions; the buyer accepts these terms and conditions when concluding the contract. CARE diagnostica does not accept any deviating General Standard Terms and Conditions or any other restrictions made by the buyer. Such deviating terms and conditions or restrictions shall only apply if CARE diagnostica has expressly agreed thereto in writing. In the case of consumer transactions under the terms of the Consumer Protection Act, only those parts of the General Standard Terms and Conditions shall apply which are not in contradiction to binding consumer protection provisions.

All our offers are without engagement and shall be binding for our side only if confirmed in writing, or upon performance by shipment of the goods and the invoice.

Any orders placed by a buyer shall be considered as a binding offer to which the buyer is bound until we have either confirmed the acceptance of the order or have actually shipped the goods. The contract becomes effective upon acceptance of the order and/or actual shipment of the goods.

Prices

Prices are based on our price list as valid on the day of ordering. Prices are quoted ex works/warehouse and are exclusive of value added tax (and any other charges or duties, in particular customs duties).

The minimum order value is stated in the valid catalogues and order forms.

Delivery

We shall meet incoming orders to the best of our abilities; partial deliveries shall be allowed. The delivery periods indicated are non-committal. If, in derogating from the above, a fixed date of delivery was agreed, the buyer shall grant a reasonable period of grace of at least three weeks in the event that delivery is delayed. If the goods are not delivered during that period, the buyer shall be entitled to withdraw from the contract; any further claims shall be excluded.

Our obligation to deliver shall be suspended for as along as the buyer defaults on accounts payable to us.

Any circumstances or incidences which cannot be prevented through sound and diligent management of business, in particular shortages of energy, delays in the supply of major components or other materials, import difficulties, business or transport interruptions, strikes, lock-outs, acts of God etc. shall exempt us from fulfilling our contractual obligations for any such time as these interruptions may last and to the extent of their impact; the delivery dates shall be extended accordingly. If the resultant delay in delivery exceeds 6 weeks, both contracting parties shall have the right to withdraw from the contract with respect to the scope of performance affected. Any further claims shall be excluded.

Dispatch

The risk shall pass to the buyer as soon as the goods have left our works /warehouse. If the buyer was notified that the goods are ready for dispatch and collection, the risk shall pass to the buyer if the latter does not call off or collect the goods and if a reasonable period of time (maximum of two weeks) set at our end lapses without the buyer responding.

Claims for compensation of damage occurring during dispatch shall be directed to the forwarding agent (e.g. railways, carrier, postal service); CARE diagnostica shall in no way be liable in respect thereof. CARE diagnostica shall select the packaging and mode of dispatch; the buyer is deemed to have accepted the mode of dispatch selected. The buyer shall defray any additional costs arising from special requests he may have as far as the dispatch of the goods is concerned.

Warranty

The buyer shall examine the goods immediately upon receipt and report to us any identifiable defects within 7 days after receipt of the goods in writing, stating the invoice number; such notification shall be accompanied by the delivery note or invoice and, at our request, a sample of the goods rejected. Goods may be returned only with our explicit consent.

In the absence of a buyers' complaint, the goods shall be considered as having been accepted and received in sound condition.

In the case of hidden defects, the buyer shall transmit a written complaint within 7 days after they could be detected - not later than six months after the goods were delivered, failing which all warranty claims shall be excluded. Reservations to acceptance expressed by the buyer shall be ineffective.

It is imperative that the storage temperatures indicated on our packaging are complied with, failing which any warranty shall be excluded. The warranty does not cover components subject to wear and tear, spare parts, and the maintenance of our equipment. The burden of proof of sound storage lies with the buyer.

Justified notifications of defects shall be remedied either by means of a price reduction, by replacement or return of the goods complained about against reimbursement of the purchase price. The enforcement of warranty claims shall not relieve the buyer from his duty of payment.

Any liability on our part beyond the scope of the Austrian Product Liability Act, on whatever legal grounds, in particular for damages, including third-party, personal and consequential loss/damage, as well as lost profits, shall be excluded for any form of negligence. Should CARE diagnostica still be liable, any such liability shall be limited to the invoice value of the amount of goods directly involved in the event causing the damage.

Our products may be resold and/or put into circulation only in their original packaging.

Terms of Payment

Unless otherwise agreed, our invoices are due and payable within 30 days following the invoice date without discount. The assignment and crediting of payments received remains at our discretion; we may fully or partially suspend delivery to defaulting buyers and execute later deliveries against c.o.d. or advance payment only.

Offset and retention rights arising from any other contractual agreement which the buyer may have shall at any rate be excluded. Offset and retention rights which the buyer may have in respect of the same contractual agreement shall equally be excluded if the counterclaim is contested or if the existence thereof has not yet been determined in a legally valid manner. The acceptance of bills of exchange requires our prior written confirmation.

Should the buyer default in payment, both contracting parties agree on a default interest of 12%. We expressly reserve the right of enforcing claims for any damage or loss incurred in excess thereof. Moreover, the buyer shall compensate us for all costs arising in this context, in particular all reminder, collection and legal fees. If a deferment of payment was granted, which requires an explicit agreement, we expressly reserve the right to withdraw from the contract in respect of all or some goods still undelivered in the case of default on deferred payments.

Retention of Title

CARE diagnostica retains the title in the goods delivered until all claims have been satisfied. The buyer agrees to dispose of the conditionally sold goods only in the course of regular business. The buyer shall be entitled to resell these goods only at his standard terms and conditions and only with the proviso that the claim arising from the resale is assigned to CARE diagnostica. The buyer shall assign to us at this point his claim arising from a resale of the conditionally sold goods, regardless of whether these goods are sold to one or several customers. For this purpose, we authorise the buyer, subject to revocation, to collect such claims for our account. The buyer shall not be entitled to dispose of the conditionally sold goods in any other way.

CARE diagnostica is entitled to require the buyer or a third party to return the conditionally sold goods without granting any further period of grace if the buyer does not meet his obligations vis-ā-vis CARE diagnostica despite having been requested to do so.

The buyer undertakes to inform us immediately of any third-party taking possession, in whatever form, of the goods delivered with retention of title. In the event that our securities exceed 20% of our claims vis-ā-vis the buyer, we undertake to release, at the request of the buyer, any securities in excess thereof.

Avoidance on Account of Mistake

The buyer expressly renounces to challenge or modify a contract entered into with CARE diagnostica, in particular on account of mistake, laesio enormis.

Place of Performance and Jurisdiction

Our distributing warehouses shall be the place of performance. Wr. Neustadt was agreed as the jurisdiction for Care diagnostica, Möllersdorf, Austria, and Dinslaken for Care diagnostica, Voerede, Germany.

Invalidity

Should individual clauses of these Standard General Terms and Conditions, or of contracts concluded with CARE diagnostica, for whatever reasons, be or become invalid, the remaining provisions shall remain valid; in order to replace the lacking or inoperative provision, the contracting parties shall agree on a provision which is closest to the economic purpose originally intended by the parties and/or to the lacking or inoperative provision.

Data Protection and Privacy

We retain the right to process all data required for the purposes of our business relations and assure to protect these data by implementing appropriate security measures in accordance with the data protection regulations in force; the buyer expressly agrees hereto.

 

Trademark, Sample, Patent, Utility Model and Copyrights


We retain all trademark, sample, patent, utility model and copyrights in the products delivered.