GTC

Scope of application

1. These General Terms and Conditions (“GTC”) apply to all business relationships between us, Intas Science Imaging Instruments GmbH, Gustav-Bielefeld-Str. 2, 37079 Göttigen (hereinafter also referred to as “we”, “us”), and our customers (the “Customer”).
   
2. The GTC shall apply exclusively unless expressly deviated from by terms and conditions of business on our part. Deviating, including supplementary, general terms and conditions of the customer shall only apply if and insofar as we have expressly agreed to their validity in advance, at least in text form. This shall also apply if we have accepted the customer’s order without reservation in the knowledge of the customer’s General Terms and Conditions without objecting to the customer’s General Terms and Conditions in individual cases.
   
3. Individual agreements shall take precedence over these GTC. The agreements must be recorded in writing as proof.
   
4. Unless directly amended or expressly excluded in these GTC, the statutory provisions shall apply.
   
5. The GTC shall also apply in their respective version to future contracts with the same customer without us referring to them in each individual case.
   
6. A customer can only be an entrepreneur (Section 14 of the German Civil Code, BGB), a legal entity under public law or a special fund under public law.

Order, conclusion of contract, rights in the absence of credit insurance

1. Unless otherwise stated, we shall be bound by details of the delivery item in our offer letters for 30 (thirty) days. Otherwise, our quotation letters are subject to change and non-binding. They do not constitute an offer in the legal sense.
   
2. The customer’s order is binding and therefore an offer in the legal sense. We may accept the customer’s order within ten (10) working days of receipt. Acceptance shall be effected by sending an order confirmation or, in the case of consumables, alternatively by sending the delivery item.
   

Delivery, installation, default of acceptance

1. Unless expressly agreed otherwise, delivery shall be made from our registered office. The place of performance for all obligations arising from the contractual relationship shall be our registered office. Excluded from this is commissioning at the customer’s premises if we have undertaken to do so.
   
   
2. For deliveries ex works, the appliances are provided in special transport packaging at the customer’s expense.
   
3. We are entitled to make partial deliveries if a partial delivery can be used by the customer in accordance with the contractual purpose and the delivery of the remaining parts of the delivery item is ensured. We shall bear any additional shipping costs incurred as a result.
   
4. Agreed service appointments will be charged in full if they are canceled by the customer less than 72 hours before the scheduled appointment.

Transfer of risk

1. The risk shall pass to the customer when the delivery item leaves our registered office. This applies in the same way to justified partial deliveries as well as to the assumption of packaging, transportation, shipping and/or insurance costs by us.
   
2. In the event of default of acceptance, the risk shall pass to the customer upon expiry of the bindingly agreed delivery date or upon receipt of the notification of readiness for dispatch.

Prices, other costs, payment modalities

1. Our current prices at the time the order is placed shall apply (including any applicable discounts). The prices refer to the products offered in the offer.
   
2. Unless expressly agreed or stated otherwise, the prices do not include packaging, transportation, shipping and/or insurance costs. They do not include value added tax.
   
3. Unless otherwise agreed, payments are to be made to our account within 14 days of the invoice date without deduction. Thereafter, default shall occur without a reminder. During the period of default, we shall be entitled to charge interest on the outstanding amount at the statutory default interest rate. We reserve the right to claim further damages caused by default.
   

Retention of title

1. We shall remain the owner of all delivery items until our claims arising from a delivery contract or an ongoing business relationship with the customer have been satisfied in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this.
   
2. The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. The customer shall be liable to us for any judicial or extrajudicial costs incurred in this connection, unless the third party is able to reimburse us for these costs.
   
3. The customer is entitled to resell the reserved goods in the normal course of business (subject to Section VIII 4.). The customer hereby assigns to us the claims against the purchaser arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
   
4. The treatment and processing or transformation of the purchased item by the customer is always carried out in our name and on our behalf. In this case, the customer’s expectant right to the object of sale shall continue in the transformed object. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis and shall keep the resulting sole ownership or co-ownership for us. In order to secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.
   
5. We undertake to release the securities to which we are entitled at the request of the customer if their value exceeds the claims to be secured by more than 20%.
   
   

Quality, warranty rights, warranty

1. We shall be liable for material defects and defects of title in accordance with the applicable statutory provisions, in particular Sections 434 et seq. BGB. In the event of a defect, we may choose whether to remedy the defect (repair) or deliver a defect-free item (replacement delivery). In the context of the dealer business, rectification can also be carried out by giving the dealer instructions on how to remedy the defect. In this case, we shall not assume the costs for the working time used.
   
2. The warranty period is 12 months from the date of technical acceptance or from the date of dispatch. Unless expressly agreed otherwise in writing, any liability for material defects is excluded for the sale of used items (e.g. demonstration devices or refurbished devices), notwithstanding the above provisions. The rights arising from § 444 BGB remain unaffected.
   
3. The limitation period is 12 months.
   
4. The customer must give us the time and opportunity required for subsequent performance, in particular to hand over the rejected delivery item for inspection purposes. If the request to remedy the defect proves to be unjustified, we may demand reimbursement of the costs incurred from the customer.
   
5. Die Gewährleistung ist ausgeschlossen, wenn 
   1. the defect was caused by operating the device with an incorrect supply voltage or by the inability to maintain a constant supply voltage, or by use contrary to the information in the installation instructions, training materials or other technical information from Intas Science Imaging Instruments GmbH, or by incorrect handling, neglect or improper maintenance and/or repair work.
   1. other service parts/consumables are used for the devices that are not components approved by Intas Science Imaging Instruments GmbH and are not purchased directly from Intas Science Imaging Instruments GmbH or from authorized dealers.
   1. the defect relates exclusively to third-party components or was caused by them.
   1. the instrument has been misused or must be adapted, modified or adjusted after commissioning to meet the national or local technical or safety standards of a country other than that for which the system was designed and configured.
      

Liability

1. In the event of intent and gross negligence, irrespective of the legal grounds, we shall be liable for damages in accordance with the statutory provisions.
   
2. In the event of simple negligence, we shall only be liable for breach of a material contractual obligation, limited to compensation for foreseeable, typically occurring damage. A material contractual obligation is an obligation the fulfillment of which makes it possible to achieve the purpose of the contract in the first place and on the fulfillment of which the customer may regularly rely.
   
3. The limitation of liability according to section XI. 2. does not apply to damages resulting from injury to life, body or health. Furthermore, it shall not apply in the case of fraudulent concealment or in the case of a guarantee assumed by us by way of exception or in the case of claims under the Product Liability Act.
   
4. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, representatives and vicarious agents.
   

Final provisions

1. Unless otherwise stipulated in these GTC, declarations to be made after conclusion of the contract (e.g. reminders, deadlines, notices of defects, declarations of withdrawal) must at least be made in text form (e.g. e-mail) to be effective.
   
2. The customer may only assign claims arising from the delivery contract with our prior consent and only insofar as our interests are not unreasonably impaired by the assignment.
   
3. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the delivery items or to demand the assignment of any claims of the customer against third parties. After taking back the delivery items, we are authorized to sell them. The realization proceeds shall be credited against the customer’s liabilities, less reasonable realization costs.
   
4. We shall also be entitled to refuse performance in accordance with Section 321 BGB if the customer’s financial circumstances have already deteriorated significantly prior to conclusion of the contract and we only recognize this after conclusion of the contract despite careful examination.
   
5. The customer shall only be entitled to withhold payments or offset them against counterclaims to the extent that his counterclaims have been legally established, are undisputed or have been recognized by us. The customer may only exercise a right of retention if and insofar as his counterclaim is based on the same contractual relationship. Any warranty rights X remain unaffected by this.
   
6. These GTC and all legal relationships between us and the customer are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods, subject to mandatory international private law provisions.
   
7. The courts with jurisdiction for our registered office in Langenselbold shall have exclusive jurisdiction for all disputes arising directly or indirectly from the contractual relationship. However, we are also entitled to assert our claims against the customer at the customer’s general place of jurisdiction.
   
8. The contract language is German.