§1 Clause of validity
Minerva Biolabs GmbH is hereinafter referred to as Minerva, the customer as buyer. This also applies if several contracting parties become contractual parties on the part of the customer.
By placing an order, the buyer accepts the following terms and conditions. Agreements deviating from these require written confirmation by Minerva. The buyer waives the application of his own terms and conditions. Counter-confirmations of the buyer with deviating conditions are hereby contradicted.
“Buyer” within the meaning of this condition is exclusively a natural or legal person or a partnership with legal capacity, which acts in the exercise of its commercial or independent professional activity when ordering goods from Minerva.
§ 2 General terms and conditions
All offers made by Minerva within the scope of the catalogue represent a non-binding invitation to the Buyer to order goods.
By ordering the desired goods, the Buyer submits a binding offer to conclude a purchase contract.
The purchase contract is concluded when the goods are dispatched to the purchaser.
§ 3 Obligation to examine and give notice of defects
If the purchase is a commercial transaction for both parties, the buyer must inspect the goods immediately after delivery and, if a defect becomes apparent, immediately submit a complaint to Minerva (§ 377 HGB).
If the buyer fails to notify Minerva, the goods shall be deemed to have been accepted unless the defect was not identifiable during the inspection. If such a defect becomes apparent later, the notification must be made immediately after discovery, otherwise the goods shall be deemed approved in view of the defect.
The timely dispatch of the notification shall suffice to preserve the Buyer’s rights.
In addition to the warranty, Minerva grants the buyer a 14-day right of return of the purchased goods. The period begins from receipt of the goods by the buyer to run. If the Buyer returns the goods or a part thereof, it must be returned to Minerva in the original packaging and without any indication of obvious use within the 14-day period; only in this case will Minerva recognise the return. The receipt of the returned goods by Minerva shall be decisive for compliance with the deadline. The costs for the return of the goods shall be borne by the purchaser.
Excluded from the right of return under § 3 number 4 of these GTC are all goods that have been manufactured according to customer specifications or are clearly tailored to the personal needs of the buyer, e.g. special fillings and services.
§ 4 Warranty
The contract of sale obliges Minerva to hand over the goods to the buyer and to procure ownership thereof free of material defects and defects of title.
Minor deviations in the packaging or equipment of the goods which are customary in the trade or technically unavoidable shall not constitute a material defect.
The warranty period corresponds to the stated durability for the delivery of new goods.
For services Minerva excludes any liability according to § 444 BGB. Claims for supplementary performance, withdrawal, reduction or damages do not exist.
Minerva excludes liability in the event of improper use or application of the goods. Upon request, the buyer shall receive all information about the sold goods with regard to the risks to be observed.
§ 5 Delivery and transfer of risk
Partial deliveries are permissible.
Place of performance for the delivery is the place of dispatch of the goods. If Minerva, at the Buyer’s request, sends the sold goods to a place other than the place of performance, the risk shall pass to the Buyer as soon as Minerva has delivered the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.
§ 6 Purchase price/Terms of payment/Delay
Minerva’s prices are quoted ex warehouse. The price lists valid on the day of the order are valid for the order.
As far as Minerva indicates prices, the value added tax is added in each case in its respective legal height.
The costs for delivery (shipping plus packaging) as well as customs clearance shall be borne by the purchaser as stated in the invoice.
The invoice amount is due for payment within 14 days of receipt of the invoice. The receipt of payment is always decisive. Payment shall only be deemed to have been made when Minerva can dispose of the amount. Discounts are generally not granted.
If the buyer is in default with the payment of the invoice, Minerva is entitled to charge an amount of € 10.00 for each reminder letter as flat-rate damages. However, the purchaser shall be entitled to prove that no damage has been incurred or that the damage has been incurred to a significantly lesser extent.
In the event of default, Minerva shall be entitled to charge default interest in the amount of 8 percentage points above the respective base rate of the European Central Bank. This does not exclude the assertion of a higher, statutory damage caused by default.
§ 7 Retention of title
The goods sold remain the property of Minerva until full payment has been made.
The buyer is entitled to dispose of the goods in the ordinary course of business.
In the event of resale, the Buyer assigns to Minerva, which accepts the assignment, its claim to payment of the purchase price from its customer as security. Minerva may, in the event of default in payment, demand from the Buyer at any time the data of its customers (end users).
§ 8 default
If Minerva is prevented from providing the contractual services by force majeure or other circumstances for which it is not responsible, the delivery period shall be extended by the duration of the hindrance, but by no more than 5 weeks. Minerva shall inform the Buyer immediately of the occurrence and end of the hindrance. If the buyer is not informed, Minerva cannot invoke the impediment.
§ 9 Set-off and retention
A set-off of the buyer against claims of Minerva is only permitted with legally established or undisputed claims. A right of retention of the buyer is excluded as far as legally possible.
§ 10 Behaviour of the buyer in the event of seizure
If the purchase price for the object of purchase has not yet been paid, the buyer is obliged to point out the ownership of Minerva to seizing creditors. In addition, the Buyer is obliged to inform Minerva immediately of attachments of the object of purchase by third parties or of other claims asserted by third parties with regard to the object of purchase.
§ 11 Limitation of liability
Claims for damages against Minerva shall only exist if Minerva, its legal representatives and executive employees can be charged with intentional or grossly negligent fault.
Minerva is also liable on the merits for intentional or grossly negligent fault of simple vicarious agents.
The amount of liability is limited to compensation for typical, foreseeable damage.
Otherwise, liability is excluded to the extent permitted by law.
The above exclusions and limitations of liability shall not apply in cases of strict liability, in particular in accordance with the Product Liability Act, in cases of culpable bodily injury, damage to health or injury to life.
§ 12 Change in the corporate form of Minerva
Minerva is entitled to have its contractual services performed in whole or in part by third parties.
A change in the corporate form of Minerva or the transfer of the company to third parties does not affect the legal validity of the purchase contract.
A merger of Minerva into a third company does not constitute a change of legal form or a transfer of the company to third parties.
§ 13 Sale to resellers
Minerva reserves the right to sell our products to resellers.
§ 14 Final provisions
There are no subsidiary agreements. Amendments and supplements to the contract must be made in writing. This also applies to the cancellation of the written form requirement.
Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties are obliged to agree on a provision which replaces the invalid provision and which comes as close as possible to the economic meaning of the invalid provision.
The buyer consents to his data being stored in the company’s own EDP system for fast and error-free processing. The processing of the provided data takes place in accordance with the provisions of the Federal Data Protection Act (BDSG) as well as the Telemedia Act (TMG) or the statutory provisions applicable at the time of data storage. The buyer further agrees that his data may be transmitted to credit service companies for the purpose of credit checks and creditworthiness monitoring. The transmission of data also includes information due to non-contractual behaviour. In this respect the provision of § 28 a BDSG applies.
The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. If the buyer is a merchant, the exclusive place of jurisdiction shall be the competent local or regional court in Berlin.
Limited product warranty
The warranty limits our product liability. No warranty of any kind, express or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose is provided. Minerva Biolabs shall not be liable for any direct, indirect, consequential or accidental damages arising out of the use of these products, the consequences of their use or the inability to use them.
Comments for the buyer
Our diagnostic kits are optimized for use with the polymerase chain reaction. The PCR is protected by patents of Hoffmann-La Roche, Inc. and F. Hoffmann-La Roche Ltd. “(“Roche”) is protected. No license to perform the PCR method related to these patents is expressly or implicitly granted to the purchaser of the product. Minerva Biolabs supports only authorized, licensed use of the PCR process. Use of the Product is limited to the person who either has a license to perform the PCR or who does not require a license.
LightCycler is a registered trademark of a member of the Roche Group. ABI Prism is a registered trademark, FAM and ROX are trademarks of Applera Corporation or its subsidiaries in the United States and certain other countries. RotorGene is a registered trademark of Corbett Research. Mx3005p is a registered trademark of Agilent Technologies. Venor, Onar, Mynox, Mycoplasma Off and Aqua Screen are registered trademarks of Minerva Biolabs GmbH. ZellShield, WaterShield and 10CFU are trademarks of Minerva Biolabs GmbH.
The products for the detection of Legionella in water (AquaScreen) or pathogens in clinical diagnostics (Onar series) use the Scorpions probe technology. The use of Scorpions® samples for research purposes is covered by a license from Minerva Biolabs GmbH, transferred by DxS Ltd. No rights are granted for the performance of diagnostic, commercial testing or other commercial services provided for money or other material value through licensing. If you wish to use the product for other applications not covered by the license, please contact DxS Limited at the Manchester Incubator Building, 48 Grafton Street, Manchester, M13 9XX.
Limited License – Mynox®
The price of the product includes a limited, non-transferable license under the German patent 195 21 938 or its foreign counterpart owned by Minerva Biolabs GmbH, which relates precisely to the use of this amount of the product to perform the Mynox® process.
No rights are granted by licensing for the performance of commercial testing or other commercial services provided for money or other material value. Further information about licenses can be obtained directly from Minerva Biolabs GmbH, Schkopauer Ring 13, 12681 Berlin, Germany.
All products and services are subject to the General Terms and Conditions.
translated with www.deepl.com