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General Terms and Conditions
Valid from August 2014
1. Applicability of These Terms and Conditions
2. Conclusion of Contract; Offer Documents
3. Delivery
4. Shipment, Transfer of Risk, Default of Acceptance
5. Prices
6. Agreements on Product Characteristics
7. Warranty
8. Consumables
9. Liability
10. Payments
11. Retention of Title
12. Intellectual Property, Third-Party Rights
13. Confidentiality Obligation
14. Data Protection
15. Miscellaneous Provisions
1 Applicability of These Terms and Conditions
1.1
The following terms and conditions of sale and delivery apply to all deliveries and services provided by Genaxxon bioscience GmbH to the customer. By accepting these terms and conditions without objection, the customer agrees to their exclusive applicability. They shall also apply, without any special agreement being required, to all future transactions with the customer.
1.2
We hereby expressly reject any deviating terms and conditions of the customer insofar as they deviate from these terms and conditions of sale and delivery to our disadvantage. Our terms and conditions shall also apply where we perform deliveries or services without reservation despite being aware of conflicting or deviating terms and conditions of the customer.
1.3
We reserve the right to amend our terms and conditions of sale and delivery unilaterally at any time with effect for all future business relationships with the customer, subject to appropriate prior notice.
2 Conclusion of Contract; Offer Documents
2.1
Our offers are always non-binding. Orders shall only be deemed accepted once we have accepted them by issuing a written order confirmation to the customer.
2.2
Our field sales representatives and sales employees are not authorized to conclude verbal agreements. Verbal commitments deviating from our offer or our order confirmation shall only be valid if confirmed in writing by management. The customer bears the burden of proving that we agreed to any terms that were not recorded in writing.
2.3
Verbal agreements made after conclusion of the contract, in particular subsequent amendments and additions to our terms and conditions of sale and delivery — including this written-form clause — as well as ancillary agreements of any kind, shall likewise require our written confirmation in order to be effective.
2.4
We reserve all ownership rights and copyrights in cost estimates, illustrations, drawings, calculations, technical specifications and other documents, as well as in software, models, samples and specimens provided. They may not be made accessible to third parties, even if they are not expressly marked as confidential; Section 13 shall otherwise apply.
3 Delivery
3.1
Delivery and performance periods stated or confirmed by us are indicative only and shall be binding only if expressly agreed in writing. Delivery and performance periods commence upon dispatch of the order confirmation, but not before all technical questions and all details concerning execution of the order have been clarified. They shall apply only if the customer is not in arrears with the performance of its obligations, in particular the provision of materials, documents, approvals or permits to be supplied by the customer, or the payment of any agreed advance payment.
3.2
The delivery period shall be deemed met if, before its expiry, the contractual item has left the factory or readiness for shipment has been notified. Events of force majeure entitle us to postpone delivery or performance for the duration of the impediment plus a reasonable restart period, or to withdraw in whole or in part from the unfulfilled portion of the contract. Changes in legislation, official orders and measures, operational disruptions, industrial action including strikes and lawful lockouts, and similar circumstances for which we are not responsible and which materially impede or render delivery or performance impossible shall be deemed equivalent to force majeure. This shall also apply if such events occur during a delay in delivery or at a sub-supplier. In such cases, we shall not be liable to the customer for damages. We shall notify the customer without undue delay of the impediment to performance and of its cessation.
3.3
The import, export and/or transfer of our products to other countries may be subject to German, EU and US import and/or export regulations. The customer is solely responsible for obtaining the necessary approvals and permits. At the customer’s request, however, we shall make reasonable and commercially justifiable efforts to obtain from the German authorities any approvals and/or other documents required for export of the contractual item.
3.4
Cross-border deliveries require a separate agreement so that the safety regulations applicable in the respective countries can be complied with. If our services thereby give rise to transactions subject to VAT within the EU outside Germany, the recipient of such services shall fulfill the VAT obligations on our behalf and at its own expense.
3.5
If we culpably default on delivery or performance, our liability for damages suffered by the customer shall be limited, for each completed week of delay, to a maximum of 0.5% of the value of the delivery or service, but in total to no more than 5% of the value of that part of the overall delivery or service which, due to the delay, cannot be used on time or in accordance with the contract. This limitation shall not apply insofar as our liability is based on intent or gross negligence. Any contributory negligence on the part of the customer shall be taken into account.
3.6
If the customer defaults on acceptance or culpably breaches other duties to cooperate, we shall be entitled to demand compensation for the resulting damage, including any additional expenses. If the customer fails to accept the goods sold, we shall be entitled, at our option, either to insist on acceptance or to demand 20% of the delivery price as lump-sum compensation for damages and expenses, unless the customer proves that no damage or only a lesser amount of damage was incurred. We reserve the right to claim higher damages where applicable.
3.7
We are entitled to make partial deliveries insofar as these are not unreasonable for the customer. We may invoice each partial delivery separately. If we exercise our right to make partial deliveries, packaging and shipping costs shall be charged only once.
4 Shipment, Transfer of Risk, Default of Acceptance
4.1
Unless otherwise agreed in writing, shipment shall be made “ex works” (EXW pursuant to Incoterms 2000). We arrange shipment to the customer in the customer’s name and at the customer’s risk. This also applies if, on the basis of individual agreements, we bear the transport costs and/or insure the shipment or install or set up the delivery item at the customer’s premises. The risk of loss of or damage to the contractual item, as well as the obligation to bear costs associated with the goods, shall pass to the customer as soon as the shipment is handed over to the person carrying out the transport or has left our premises for the purpose of shipment. This also applies to partial deliveries and deliveries free domicile. If shipment is delayed on the customer’s instructions or due to the customer’s fault, in particular because the customer fails to provide timely instructions, the risk shall pass to the customer upon notification that the goods are ready for shipment.
4.2
We shall not be liable for damage or loss during transport. In particular, damage or loss shall not release the customer from its obligation to pay the purchase price to us in full. Unless the customer has issued special shipping instructions, we shall arrange shipment by the route that we consider most appropriate. At the customer’s request, which must be communicated when the order is placed, we shall take out transport insurance for the deliveries in the customer’s name and at the customer’s expense. We are entitled to designate ourselves as beneficiary. In selecting the transport insurer, we shall be liable only for the standard of care we normally apply in our own affairs.
4.3
A delivery item reported as ready for shipment in accordance with the contract must be accepted by the customer without undue delay. If shipment is delayed on the customer’s instructions or due to the customer’s fault, we shall be entitled, at our option and at the customer’s expense and risk, either to ship or store the contractual item and, after expiry of an additional period of one week, to invoice it. In the event of storage, we shall be entitled to charge the customer a lump-sum storage fee of 0.5% of the invoice amount for each commenced month of delay, unless the customer proves that lower damages or expenses were incurred. We reserve the right to claim higher storage costs where applicable.
5 Prices
5.1
Unless deviating agreements have been confirmed in writing, our prices apply ex works (EXW), including normal packaging and excluding statutory VAT. The customer shall bear shipping costs, which shall be charged separately at the amount actually incurred.
5.2
If the statutory VAT rate changes between conclusion of the contract and actual delivery, any agreed gross purchase price shall change accordingly. If the customer purchases goods from us at the list price and the list price increases between conclusion of the contract and actual delivery, and at least four months elapse between conclusion of the contract and actual delivery, the agreed purchase price shall increase accordingly. Any agreed discounts shall also apply to the increased purchase price. If the price agreement is not based on the list price, we shall be entitled to adjust the price retrospectively to a reasonable extent if the cost factors for the goods or other agreed services increase to a not insignificant degree. If such a price adjustment results in a substantial price increase, the customer shall be entitled to withdraw from the contract.
6 Agreements on Product Characteristics
6.1
The agreed characteristics of the contractual item shall be determined exclusively by the express written agreements made between the parties regarding properties, features and performance characteristics. Unless such an agreement has been made, it is not our intention, nor is the contract between the parties intended, to assume any obligation toward the customer beyond the agreed characteristics pursuant to sentence 1 in the form of a guarantee concerning the characteristics of the contractual item. Accordingly, dimensions, performance descriptions and other information concerning the characteristics of the contractual item contained in catalogs, price lists and other information materials provided to the customer shall under no circumstances be construed as warranted properties of the contractual item that are the subject of a guarantee.
6.2
If, contrary to Section 6.1, the parties wish to agree on a guarantee in an individual case, this must be done expressly and in writing.
6.3
Where the customer is required, as a prerequisite for execution of the order, to provide us with information, supply materials or fulfill other duties to cooperate, we necessarily rely on the accuracy, completeness and proper condition of the information and materials supplied and/or on full compliance with the other duties to cooperate. For as long as the customer fails to properly fulfill its duties to cooperate, we shall be released from our obligation to perform. All further rights remain reserved.
7 Warranty
7.1
The customer is responsible, at its own expense, for inspecting the contractual item without undue delay for defects, in particular for correctness and completeness, and for notifying us in writing without undue delay of any defects, incorrect deliveries or shortfalls in quantity. A cut-off period of one week from receipt of the delivery shall apply to such notification. Hidden defects must be reported by the customer in writing without undue delay after discovery.
7.2
In the event of any notice of defects, we shall have the right to inspect and examine the delivery item complained of. The customer shall provide us with the necessary time and opportunity to do so. At our request, the customer shall return the product complained of to us at our expense. If the customer’s complaint proves to be unjustified, the customer shall reimburse us for all expenses incurred in this connection, such as inspection costs, travel expenses and shipping costs.
7.3
Defects and/or damage caused by force majeure or other external influences, improper treatment, incorrect handling, normal wear and tear or corrosion are excluded from the warranty. This applies in particular where defects or damage arise because the delivered product is not stored, operated or maintained in accordance with the handling instructions, for example through operation by untrained users, failure to comply with prescribed maintenance intervals, unauthorized modifications and/or additions to the contractual item, or other interference with the contractual item, such as opening housings, unauthorized repairs or maintenance not provided for in the operating manual, carried out by the customer and/or third parties not authorized by us.
7.4
Also excluded from the warranty are defects and/or damage attributable to the use of replacement parts, accessories and/or consumables, in particular reagents, other than those expressly recommended and approved by us, for example in the operating manual or by another written statement.
7.5
The customer undertakes to familiarize itself, its employees and any other third parties who are intended to work with the contractual item with all operating instructions, manuals and other usage information provided by us, and to instruct such persons accordingly with regard to the handling, use, adjustment, storage, transport and disposal of the contractual item.
7.6
The customer’s warranty claims shall be limited, at our option, to rectification or replacement delivery. If subsequent performance fails, is unreasonable for us or is refused by us due to disproportionate costs, the customer shall, at its option, be entitled to withdraw from the contract or demand a reduction in price. This right shall be limited to the affected delivery insofar as such limitation is not unreasonable for the customer due to the nature of the matter. Warranty claims relating to rectification work performed shall become time-barred three months after completion of the rectification or replacement delivery, but not before expiry of the original limitation period. Parts of the contractual item replaced by us must be surrendered to us. Where the customer is entitled to claim damages in lieu of performance, our liability shall be limited to foreseeable damage typically occurring.
7.7
The foregoing limitations and restrictions of our warranty shall not apply where the warranty claims are based on intent or gross negligence on our part, on the part of our executive employees or vicarious agents, or where damage to life, limb or health has arisen due to our fault or the fault of our executive employees or vicarious agents, or where we have issued a deviating guarantee of characteristics or durability.
7.8
Further claims, in particular claims for damages, are limited in accordance with the provisions of Section 9 (Liability). This applies in particular to consequential damage caused by defects.
7.9
Any defects in a partial delivery shall not entitle the customer to reject the remainder of the agreed quantity unless the customer proves that, taking the circumstances into account, acceptance of only part of the delivery is unreasonable.
7.10
The customer’s warranty claims due to material defects in the contractual item shall become time-barred 12 months after the transfer of risk. The same applies to defects in title. Sections 478 and 479 of the German Civil Code (BGB) remain unaffected. In the case of consumables such as reagents and kits, the warranty period ends upon expiry of the shelf-life date printed on the product; see Section 8.3.
7.11
The statutory limitation periods shall continue to apply to claims for damages and to the customer’s rights in cases of defects fraudulently concealed or intentionally caused.
8 Consumables
8.1
The products supplied by us are always intended solely for the use specified by us. In particular, direct or indirect use of our products for human or veterinary diagnostic or medical purposes, or for the manufacture of foodstuffs, luxury foods or cosmetics, is permissible only if the product is appropriately labeled, such use is permitted under the statutory provisions applicable to the customer and the user, and all necessary approvals from the competent authorities have been obtained. The customer is solely responsible for ensuring that its intended use of our products, in particular reagents and kits, does not violate statutory provisions and that all required official permits have been obtained.
8.2
We carry out all manufacturing processes with the utmost care, in accordance with the state of the art and the applicable statutory provisions, using experienced specialists. All essential manufacturing steps are documented and archived by us. However, due to the complexity of molecular-biological products, materials and processes, it is not possible to manufacture molecular-biological products and/or materials or to apply molecular-biological processes in such a way that they function without error in every application, environment and/or combination. We therefore assume no warranty or liability that our products are suitable in every individual case for a particular intended purpose contemplated by the customer. Our warranty is therefore limited to the characteristics and intended purpose of our products described in the performance specification and certificate of analysis, where available.
8.3
The shelf life of consumables such as reagents and kits is determined by the expiry periods stated on the product packaging.
8.4
Where the products supplied by us are subject to statutory export restrictions, we shall inform the customer thereof to the best of our knowledge. The customer undertakes to comply with such export restrictions.
9 Liability
9.1
We shall be liable for damage suffered by the customer only insofar as our liability is based on intent or gross negligence, including intent or gross negligence on the part of our legal representatives or vicarious agents. This shall also apply to damage resulting from breaches of obligations during contractual negotiations and from tort. Except in cases of intentional breach of duty, our liability shall in all cases be limited to the foreseeable damage typically occurring. For damage suffered by the customer as a result of a breach of a material contractual obligation, as well as due to the absence of a characteristic of the item for which we have assumed a guarantee, our liability shall be limited to the maximum amount of the funds made available. In particular, liability for consequential damage and loss of profit resulting from work results is excluded.
9.2
Liability for culpable injury to life, limb or health, as well as liability under the German Product Liability Act and other mandatory statutory liability provisions, shall remain unaffected by the foregoing exclusions of liability.
9.3
If the customer resells the contractual item unchanged or after processing, transformation, combination or mixing with other goods, the customer shall indemnify us internally against all third-party product liability claims insofar as the customer is responsible for the defect giving rise to liability.
10 Payments
10.1
Our invoices are payable directly to us within the agreed payment period without any deduction. If no payment period has been agreed, payments shall fall due within 14 days of the invoice date. Any cash discount shall cease to apply where an overdue balance exists. The payment obligation shall be deemed fulfilled on the date on which the funds are received by us or our bank. All payments shall be made free of charges and postage costs for us.
10.2
In the event of late payment, we shall be entitled to charge interest at the rate paid by us for the use of corresponding bank credit, but at least 8 percentage points above the applicable base interest rate set by the European Central Bank and published by the Deutsche Bundesbank in the German Federal Gazette per annum. The right to claim maturity interest pursuant to Section 353 of the German Commercial Code (HGB) at the same rate, further damages caused by default, and our statutory rights remains reserved.
10.3
Bills of exchange, including customer bills, checks and assignments shall be accepted only for purposes of security and as an additional obligation, and only on account of performance. We may return bills of exchange and checks accepted on account of performance at any time and revert to the original claim, which shall then become due immediately. In the event of suspension of payments, we shall be entitled to disclose a previously undisclosed assignment by way of security to the debtor. Collection and discount charges shall be borne by the customer. Discount charges, bill taxes and default interest shall be paid by the customer immediately. We shall not be liable for timely presentation, protest, notification or return of the bill of exchange in the event of non-payment.
10.4
The customer may set off claims only if and to the extent that its counterclaims have been finally adjudicated, are undisputed or have been acknowledged by us. The exercise of a right of retention by the customer on account of claims arising from another contractual relationship is excluded. Rights of retention are also excluded in respect of claims arising from the same contractual relationship insofar as such claims are disputed and have not been finally adjudicated. The customer may exercise rights of retention based on complaints concerning defects only to an appropriate extent.
10.5
If circumstances become known to us which, in our assessment, give rise to doubts regarding the customer’s creditworthiness, we shall be entitled, with a notice period of at least one week, to demand security for outstanding deliveries in the form of advance payment or a bank guarantee, at the customer’s option, and to perform only concurrently against such security or payment.
10.6
Agreements to defer payment shall be effective only with our written consent. Such consent may be revoked at any time. Deferred claims shall become due immediately, even without revocation, if the customer suspends payments, becomes insolvent, falls into payment arrears or allows bills of exchange to be protested.
10.7
Payments shall, at our option, first be credited against older debts. If costs of legal enforcement, in particular dunning costs, have already arisen, we shall be entitled to credit payments by the customer first against such costs, then against interest and finally against the principal claim. In the event of late payment, following occurrence of default, €20.00 shall be charged per reminder unless higher costs have been incurred.
10.8
We shall have a lien over items handed over to us by our customers for the performance of a contract for work and services as security for all claims arising from such contracts. This shall also apply to claims arising from past and future contracts for work and services between the customer and us.
11 Retention of Title
11.1
The delivered goods (“goods subject to retention of title”) shall remain our property until full satisfaction of all existing and future payment claims arising from the business relationship with the customer at the time of the respective conclusion of contract. In the case of a current account, the goods subject to retention of title secure our respective balance claim.
11.2
The customer is not entitled to pledge the goods subject to retention of title, transfer them by way of security or otherwise make dispositions that jeopardize our ownership. In the event of attachment or seizure of the goods subject to retention of title by third parties, including the assertion of liens such as landlord’s liens, or in the event of other impairment of our security rights, we must be notified immediately and supplied with the corresponding documents. At the same time, the customer shall inform the third party of our retention of title. The costs of any intervention by us shall be borne by the customer insofar as they cannot be recovered from the respective third party.
11.3
If the customer acquires the goods subject to retention of title for the purpose of resale, it shall be entitled to resell them only in the ordinary course of business. If the goods subject to retention of title are not intended for resale, resale during the period of retention of title shall not be permitted without our prior consent. Resale shall also be prohibited if the resulting claim is covered by previous dispositions made by the customer in favor of third parties, for example by a blanket assignment. Claims arising from the sale of goods subject to retention of title are hereby assigned to us in advance in full, together with all ancillary and security rights, with effect from the time they arise. We hereby accept the assignment. Where goods subject to retention of title are sold, the assignment shall be made in the amount invoiced by us to the customer on a pro rata basis for the affected goods subject to retention of title. If the customer sells the goods subject to retention of title together with other goods or following processing, transformation, combination or mixing with other goods, the assignment of the claim shall apply only to the agreed portion corresponding to the price agreed between the customer and us plus a security margin of 10% of that price. All assignments shall in each case rank first in our favor.
11.4
If the customer includes claims arising from the resale of goods subject to retention of title in a current-account relationship existing with its purchasers, the respective acknowledged balance claims and the final balance claim shall be assigned to us to the extent that they contain individual or partial claims which would have been assigned pursuant to the foregoing provisions had they not been claims to be entered into the current account.
11.5
As long as the customer meets its payment obligations toward us, it may collect claims arising from the resale of goods subject to retention of title for its own account in the ordinary course of business. Assignment of such claims is excluded. This shall not apply in the event of an assignment for the purpose of collecting claims by way of factoring, provided that the factor is simultaneously obliged to pay the consideration directly to us in the amount of our share of the claim for as long as claims by us against the customer remain outstanding.
11.6
If the customer is more than one month in arrears with payment, suspends payments, a check or bill of exchange relating to the customer is protested, insofar as we are in any way the beneficiary of such check or bill, goods subject to retention of title are attached, or an application is filed for the opening of insolvency proceedings or judicial or extrajudicial composition proceedings concerning the customer’s assets, the customer’s right to resell the goods subject to retention of title and its right to collect claims shall cease. The customer must inform us immediately of the foregoing events and provide us with a list of the goods subject to retention of title still in its possession. The goods subject to retention of title must be stored separately and, at our request and without prejudice to our other rights, surrendered to us immediately. The customer shall immediately grant us access to the goods subject to retention of title. If we demand surrender on the basis of this provision, this shall not constitute withdrawal from the contract. We shall also be entitled to collect the claims assigned to us. Following withdrawal from the contract or after setting a deadline pursuant to Section 323 BGB and expiry of that deadline without result, we shall be entitled to dispose freely of returned goods subject to retention of title.
11.7
For the duration of the retention of title, the customer is obliged to handle the goods subject to retention of title with care and, at its own expense, to insure them to the customary extent and in any event adequately at replacement value against fire, storm, water and theft damage, and to provide evidence of insurance coverage at our request. The customer hereby assigns to us, in the amount attributable to our goods subject to retention of title, any claims it may have against the insurance company and/or other third parties in connection with the goods subject to retention of title. We hereby accept the assignment. The customer shall at all times provide us with all requested information regarding the goods subject to retention of title or claims assigned to us pursuant hereto.
11.8
Insofar as our secured claims are secured by goods subject to retention of title and/or assignments or other security interests by more than 110% on a more than temporary basis, we shall, at the customer’s request and at our discretion, release security interests up to the aforementioned limit. Security interests shall be valued on the basis of the realizable proceeds obtainable upon enforcement. Claims shall be valued in accordance with generally accepted accounting principles and discounted where necessary.
11.9
In the case of deliveries into jurisdictions in which the foregoing retention-of-title provisions do not have the same security effect as in Germany, the customer shall do everything necessary to grant us equivalent security rights without undue delay. The customer shall cooperate in all measures, such as registration or publication, necessary or conducive to the validity and enforceability of such security rights.
12 Intellectual Property, Third-Party Rights
12.1
The customer warrants that materials, documents or other items to be provided by it do not infringe the intellectual property or other rights of third parties. The customer is obliged to indemnify us against any corresponding claims asserted by third parties.
12.2
If the customer specifies, by means of particular instructions, information, documents, drafts or drawings, how the products to be supplied are to be manufactured, the customer warrants that this does not infringe any third-party rights, in particular patents, utility models and other industrial property rights and copyrights. The customer shall indemnify us against all claims asserted against us by third parties on account of such infringement.
13 Confidentiality Obligation
13.1
The customer undertakes to keep confidential all commercial or technical information received from us in the course of the business relationship, including but not limited to specifications of the contractual item, and not to disclose such information to third parties without our prior express written consent. This obligation applies irrespective of whether the information is made available orally, in writing, electronically or on data carriers, and irrespective of whether the information made available is expressly designated as confidential in the individual case. The customer undertakes to exercise the same degree of care in preserving the confidentiality of the information as it applies in its own affairs, but in no event less than a reasonable degree of care.
13.2
In particular, the customer undertakes to use the information exclusively for the purposes of the contract under which it was made available and not otherwise to exploit it commercially or in any other manner, or to copy or otherwise disclose it without our prior written consent.
13.3
The confidentiality obligation shall not apply to information which can demonstrably be shown to:
(a) have already been lawfully known to the customer without an obligation of confidentiality;
(b) be or become generally known without any action on the part of the customer;
(c) be lawfully disclosed to the customer by a third party without an obligation of confidentiality;
(d) have been independently developed by the customer without recourse to confidential information;
(e) be required to be disclosed by the customer pursuant to a binding order of a public authority or court or mandatory legal provisions, but only if and to the extent that the customer has first informed us without undue delay of the official or judicial order and we have been given the opportunity to take measures to protect the confidential information.
13.4
The customer shall oblige its employees to comply with the provisions of this Section 13.
13.5
At our request, the customer shall immediately return to us all confidential documents and other information made available to it, in particular illustrations, drawings, calculations, technical specifications, models, samples and specimens.
14 Data Protection
All personal data of the customer collected by us shall be treated confidentially. BY PLACING ORDERS, THE CUSTOMER CONSENTS TO THE STORAGE AND DISCLOSURE OF PERSONAL DATA FOR THE PURPOSES OF CREDIT ASSESSMENT, DEBT COLLECTION AND NOTIFICATIONS PURSUANT TO THE GERMAN MEDICAL DEVICES ACT. UPON REQUEST, WE SHALL INFORM THE CUSTOMER OF THE CONSEQUENCES OF REFUSING CONSENT.
15 Miscellaneous Provisions
15.1
If one or more provisions of these terms and conditions of sale and delivery are invalid, the statutory provision shall apply in place of the invalid provision; under no circumstances shall the relevant provision be replaced by the customer’s terms and conditions.
15.2
Amendments and additions to these terms and conditions of sale and delivery and/or to any contract concluded on their basis, as well as all ancillary agreements, must be made in writing. This shall also apply to any waiver of this written-form requirement.
15.3
The contractual relationships shall be governed exclusively by German law, excluding conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
15.4
The place of performance for the customer’s payment obligations shall be Ulm; the place of performance for delivery shall be the respective shipping warehouse.
15.5
The exclusive place of jurisdiction for all legal disputes arising directly or indirectly from contractual relationships based on these terms and conditions of sale and delivery shall be Ulm. This shall apply only insofar as the customer is a registered merchant, a legal entity under public law or a special fund under public law. We shall also be entitled, at our option, to bring proceedings against the customer before the court having jurisdiction at the customer’s registered office or branch office, or before the court at the place of performance.
Version: August 2014.