1. Area of application
1.1 These general conditions of sale shall apply to all deliveries and services of BDI-BioLife Science GmbH (“BDI”).
1.2 Deviations from the conditions stated in 1.1 shall only be effective if acknowledged in writing by BDI.
2. Offer
2.1 Offers made by BDI are subject to change without notice.
2.2 Information in catalogues, brochures and the like and properties of samples and specimens or quality and durability information shall only be relevant if expressly referred to in the order confirmation.
2.3 Identified uses relevant to the goods in accordance with Regulation (EC) No. 1907/2006 (REACH Regulation) shall not constitute a promise of a corresponding contractual quality of the goods or a use presumed in accordance with any contract.
3. Conclusion of contract
3.1 The contract shall only become legally effective with written confirmation of the order by BDI or the actual delivery to the customer.
3.2 Changes and amendments to the contract can only be agreed to in writing.
4. Consulting
4.1 Insofar as BDI provides consulting services, these consulting services are non-binding. The customer shall be responsible for verifying any details and information on the suitability and application of the goods by means of tests and trials for their area of application.
5. Prices
5.1 Prices shall apply to ex factory or ex warehouse of BDI, excluding packaging, loading and value added taxes. All fees, taxes and other charges levied in connection with the delivery shall be borne by the customer.
5.2 In the event of an order deviating from the offer, the right is reserved to change the price accordingly.
5.3 The prices are based on the material and wage costs at the time of the first offer. Changes in these costs up to the time the contract is concluded shall entitle the customer to adjust the price accordingly.
6. Delivery
6.1 Agreed delivery periods run from the date of the order confirmation, but not before all advance services to be provided by the customer have been fulfilled.
6.2 Approvals required for the delivery, e.g. for import, transport, storage and use, shall be obtained by the customer and shall extend the agreed delivery periods until they have been obtained.
6.3 When the customer is in arrears, delivery obligations and periods shall be suspended until all outstanding obligations are met.
6.4 BDI shall be entitled to carry out and invoice partial or advance deliveries.
6.5 The agreed delivery periods shall apply subject to unforeseeable obstacles or obstacles independent of the will of the parties (see item 11.1). Such hindrances shall also entitle the supplier to extend the delivery period accordingly if they are caused by a sub- supplier.
6.6 If the dispatch of goods ready for dispatch is not possible or not desired by the customer, they can be stored at the expense and risk of the customer. The delivery is, thus, deemed to have been made and can be invoiced by BDI.
6.7 Compensation for delay in delivery shall only be due in the event of a special agreement and shall in any case be limited to the amount of the agreed penalty.
7. Fulfilment and transfer of risk
7.1 Unless otherwise agreed, costs and risks shall pass to the customer upon delivery ex factory or ex warehouse of BDI.
7.2 If the delivery is delayed by the customer, costs and risk shall pass to the customer when the goods are ready for dispatch.
8. Payment
8.1 In the absence of specially agreed terms of payment, the entire purchase price is due without deduction within 30 days of delivery and invoicing.
8.2 In the case of partial settlements, the corresponding partial payments are due in accordance with the provision in 8.1.
8.3 Payments shall be made in the agreed currency. All expenses in connection with the payment shall be borne by the customer.
8.4 The customer is not entitled to withhold or offset payments due to warranty or other counterclaims.
8.5 In the event of default in payment, BDI may
a) postpone completion of its own obligations until the payments due have been made
b) call in all receivables due (including all other orders of the customer)
c) charge default interest from the due date in the amount of eight percentage points above the respective base interest rate of the European Central Bank
d) in the event of non-compliance with the grace period of three working days, withdraw from the contract and demand the return of goods owned by BDI at the customer’s expense.
8.6 BDI shall retain title to all goods delivered until all financial obligations of the customer have been fulfilled in full. The customer must comply with any formal requirements to protect the property of BDI. In the event of seizure or other claims, the customer is obliged to draw attention to BDI’s right of ownership and to inform BDI immediately.
8.7 BDI shall acquire co-ownership of new products that have been processed further with BDI materials and have not been fully paid for. The extent of this co-ownership shall be determined by the ratio of the invoice value of goods delivered by BDI and paid for by the customer and the outstanding invoice amount of the goods remaining.
8.8 The customer shall assign BDI the claim arising from the resale of the goods subject to retention of title, even if the goods delivered by BDI are further processed by the customer. If, in addition to the goods delivered by BDI, the product further processed by the customer contains only those components which either belonged to the customer or were delivered only under the so-called simple retention of title, the customer shall assign the entire purchase price claim from the sale of the processed product to BDI. In the other case, i.e., if an extended retention of title and corresponding advance assignments to several suppliers coincide, BDI shall be entitled to that part of the purchase price claim from the sale of the processed products which corresponds to the ratio of the invoice value of its goods to the invoice value of the processed deliveries of other suppliers.
9. Warranty
9.1 Unless otherwise agreed, the warranty period shall be twelve months from the transfer of risk.
9.2 The customer shall carefully inspect the received goods for quantity, quality and defects immediately upon receipt. They must notify BDI in detail of obvious defects in writing and without delay, but no later than ten days after receipt of the goods, stating the invoice number and invoice date. Hidden defects must also be reported immediately, within ten days of discovery of the defect. The deadlines shall be met if written notification is received by BDI by 5 p.m. on the last day of the deadline.
9.3 At the request of BDI, in order to examine the complaint, the customer must send in original documents such as delivery notes and packaging slips. They must notify BDI of any signatures on packages or send the goods back to BDI for professional rectification.
9.4 In the case of defective goods, BDI may at its own discretion repair or replace them. BDI shall have the right to repeat the repair/replacement process.
10. Liability
10.1 The liability of BDI is, to the extent permitted by law, limited to cases of gross negligence and intent and to the amount of the purchase price paid by the customer to BDI for the goods in accordance with the contract. Liability on the part of BDI for loss of profit or other consequential financial losses is expressly excluded. Any damage must be asserted in writing within six months of the occurrence of the damage, otherwise it shall be excluded.
10.2 In particular, BDI shall not be liable for impossibility or delay of delivery resulting from obligations under the REACH Regulation attributable to the customer.
11. Force majeure
11.1 If events and circumstances beyond BDI’s control, including unforeseeable events in the plant in which the goods are produced, make it impossible to fulfil the contract, BDI shall notify the customer immediately in writing, stating the expected duration of the event. If the event lasts longer than three months, either party shall be entitled to withdraw from the contract.
12. Withdrawal from the contract
12.1 Except in the case of prolonged force majeure pursuant to 11.1, the customer may withdraw from the contract if BDI delays delivery by more than 60 days due to gross negligence and despite a written grace period.
12.2 BDI may withdraw from the contract except in the event of default in payment pursuant to section 8.5 d) and in the event of prolonged force majeure pursuant to 11.1,
a) if the delivery or service is impossible for reasons for which the customer is responsible or is delayed beyond a reasonable grace period, which is to be set in writing.
b) if the solvency of the customer has significantly deteriorated since the order was placed and the customer is neither prepared to make an advance payment nor to provide appropriate security
c) if BDI has justified reason to believe that the delivery of the goods or any other contractual performance would violate sanctions, prohibitions or other restrictions of the applicable regulations.
12.3 If insolvency proceedings are instituted against the assets of one contracting party or are not instituted only for lack of cost-covering assets, the other contracting party may withdraw from the contract effective immediately.
12.4 In the event of withdrawal for reasons other than those stated in 12.1, services already rendered or partial services already rendered shall be invoiced and paid for without prejudice to BDI’s claims for damages. This shall also apply insofar as the delivery has not yet been accepted by the customer, as well as for preparatory actions performed by BDI. BDI shall also be entitled to demand the return of goods already delivered.
13. Place of jurisdiction, applicable law
13.1 Unless otherwise agreed, the exclusive place of jurisdiction for all disputes arising from the contract shall be the court locally competent for the registered office of BDI.
13.2 The contract shall be governed by Austrian law to the exclusion of the rules of international private law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).