Terms & Conditions

I. General information

1. These General Terms of Sale and Delivery (in German: AGB) shall apply to all of our business relations with our customer (hereinafter: “Buyer”). Any terms and conditions which diverge or run contrary to the present terms and conditions shall not be recognized, unless we have expressly agreed to their validity in written form. The AGB shall also apply if we do not expressly object to such conditions or if we supply the Buyer without reservation and with the knowledge of such conditions. They shall also apply for every future business with the Buyer without referring to them again in each individual case.

2. According to Section 14 of the German Civil Code our AGB shall only apply when the Buyer is a business owner, a legal entity under public law or a special fund under public law.

3. Individual agreements reached with the Buyer (including side agreements, additions and amendments) shall have precedence over these general terms. A written agreement or written confirmation by Cell.Copedia GmbH shall prevail in respect of the contents of such agreements.

4. Legally relevant declarations and notifications, which are to be submitted towards us by the Buyer after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declaration of cancellation or reduction), require the written form in order to be valid.

5. References to the validity of statutory regulations shall only have clarifying significance. Therefore, the statutory regulations shall also apply without such a clarification insofar as they are not directly changed or are explicitly excluded in these AGB.


II. Offer & Offer Documents

1. Our offers are without obligation and non-binding, unless they have been expressly described or confirmed to be binding. This shall also apply if we have handed over catalogues, technical documentation (e.g. drawings, plans, calculation, and references to DIN standards), other product descriptions or documents – also in an electronic form – to the Buyer, to which we preserve property rights and copyrights. The right of prior sale remains reserved.

2. The order of products by the Buyer is deemed as a binding contractual offer. Insofar as not otherwise derived from the order we are entitled to accept this contractual offer within one week after its receipt by us.

3. The acceptance can either be declared in written form (e.g. by order confirmation) or by delivery of the products to the Buyer.


III. Price, Terms of Payment

1. All quoted prices are, subject to individual agreements in written form, ex stock including loading. The prices do not include the following: legal sales tax, any customs duties, feed, taxes and other public charges and, if any, the prorated transport- and assurance costs.

2. If you are a buyer from Germany you can pay by cash on delivery, electronic direct debiting, credit card (American Express, MasterCard, Visa) or by prepayment. We reserve the right to reject certain types of payment like invoice and direct debiting for individual orders even for existing customers. We ask our customers abroad to pay by credit card or advance payment only. For credit card and direct debit payments, the invoice amount will not be charged until the shipment of the goods. If you choose prepayment, please transfer the invoice amount to our account in advance. Please keep in mind that bank fees might be charged with prepayment (especially from abroad) which shall be borne by you. Cell.Copedia GmbH has to receive the total invoice amount

3. The deduction of discounts shall require a special agreement in written form. Such discount shall only be given in the event that there are no outstanding amounts due on the buyer’s account.

4. The Buyer shall only have rights of set-off and retention if its counter-claim has been finally determined by a court of law, is undisputed or has been acknowledged by us.


IV. Due Date & Default

With cash sale the purchase price shall be due immediately on receipt of the goods without any discount. Otherwise the purchase price is due and payable within 14 days from invoicing and delivery of the goods. In case of special orders, we reserve the right to agree on differing terms of payment, e.g. prepayment on the purchase when placing the order. The prepayment is due and payable within 14 days from order confirmation. Upon the expiry of the aforementioned term of payment the customer will be in default.


V. Overdue Fines

If you do not pay the due purchase price claim despite having received a reminder, Cell.Copedia shall be entitled to charge overdue fines of 10 EUR from the first warning (2nd warning = 20 EUR; 3rd warning = 30 EUR).


VI. Delivery Time

1. The stated delivery times are always approximate, unless a binding delivery deadline has been expressly assured. The start of a binding delivery time stated by us requires the clarification of all technical issues.

2. The delivery date is deemed to be kept if, up to the date, the item has left the work or the readiness to deliver has been notified to the Buyer.


VII. Passing of Risk, Transport, Redemption

1. Unless otherwise indicated in the order confirmation, the delivery ex works “Leipzig“ is agreed, which is also where the place of performance is.

2. At the request of the Buyer the products from stock will be packaged in a transportable manner by us at its own expense (“sales shipment”).

3. If nothing else has been agreed, we are entitled to decide on the manner of shipping (in particular the carrier, routing and packaging). All shipments are generally covered by insurance for which Cell.Copedia, if any, charges a prorate flat fee. The amount of shipment and transport costs is stated in the offer documents and will be agreed individually depending on the manner of shipping. In case of islands we deliver to the mainland port. The conditions for the transport to a destination outside the Federal Republic of Germany can be individually arranged. The shipment of spare parts and accessories will be taken place with invoicing of a charge for postage and packing costs.

4. The risk of accidental loss and accidental deterioration of the goods passes to the Buyer at delivery at the latest. However, in case of sales shipment the risk of accidental loss and accidental deterioration of the goods and the risk of delay passes to the forwarder, carrier or other person or organization at delivery at the latest. The handover is the same, if the Buyer is in default of acceptance.

5. According to Waste Electrical and Electronic Equipment (WEEE) Directive and to Electrical and Electronic Equipment Act (ElektroG) we point out that the products delivered by us are purely for commercial use outside private households. No products will be redeemed.


VII. Warranty

1. The statutory regulations shall apply to the rights of the Buyer in case of defects of quality and title (including false and shortfall in delivery as well as improper assembly or faulty assembly instructions) insofar as not otherwise determined below. The special legal provisions in the case of ultimate delivery of the goods to a consumer (suppliers‘ recourse according to Sections 478, 479 of the German Civil Code) shall be unaffected in all cases.

2. The primary basis of our liability for defects shall be the agreement concerning the quality of the products.

3. All product descriptions serve as an agreement about the quality structure of the products which are the object of the individual contracts, while there is no difference whether the respective product description originates from the customer or from us.

4. As far as quality has not been agreed upon it has to be evaluated if a defect is present or not according to the legal provisions. Public statements of third parties (e.g. advertising message) do not constitute descriptions of the characteristics of the products or a guarantee of them. The Buyer has to fulfil his duties of inspection and complaint obligations according to Sections 377, 381 of the Commercial Code.

5. If a defect is apparent or becomes apparent during inspection or later, this is to be notified to us in written form immediately.

6. Is the delivered product faulty we have first of all the choice whether we provide subsequent performance by either correcting the defects (rectification of defect) or by delivering a product without defect (replacement delivery). Our right to refuse the chosen type of subsequent performance under the given legal preconditions remains unaffected.

7. We are entitled to make the owed subsequent performance dependent on the fact that the Buyer pays the due purchase price. The Buyer, however, is entitled to retain an appropriate portion of the purchase price.

8. The Buyer shall allow us the necessary time and opportunity for due subsequent performance and shall in particular hand over the products concerned for inspection. In case of replacement, the Buyer has to return the defective products in accordance with statutory provisions.

9. Should a defect actually exist, then we shall bear the expenses incurred for the purposes of inspection and repair, specifically the costs arising from transportation, labor and materials. However, Cell.Copedia GmbH may claim reimbursement of arising costs, if the request for supplementary performance is unjustified.

10. Only in urgent cases of risk to operational safety and to avert disproportionate further damage, the Buyer shall be entitled to remedy the defect by himself and to demand us to restitute the objective necessary costs. Cell.Copedia GmbH must be informed about these activities as soon as possible, if possible prior to the repair. The right of self-remedy shall not apply if we would have been entitled to refuse corresponding subsequent performance in accordance with the statutory provisions.

11. If the subsequent performance has failed or a reasonable deadline which is to be set by the Buyer for the subsequent performance has expired unsuccessfully or it is dispensable according to the statutory regulations the Buyer can cancel the purchase contract or reduce the purchase price. The right of withdrawal does not exist with an insignificant defect.

12. The Buyer shall be entitled to claim compensation or reimbursement of expenses incurred in vain as provided in Section 9; otherwise such claims shall be excluded.


IX. Extended Warranty

1. We grant a 24-month extended warranty for our products as well as a liability for wages and material. The warranty for spare parts delivered by us shall be limited to 12 months for material. The extended warranty takes effect from the invoice date and in accordance with the following conditions. This extended warranty is an additional voluntary service from us. The claims of warranty remain unaffected by the extended warranty.

2. The extended warranty refers to all defects of the product which can be demonstrably referred to material or manufacturing defect. The extended warranty excludes parts that become unusable caused by improper operation and repair, by deficient maintenance or by normal wear and tear (wear parts).

3. At our choice the extended warranty contains subsequent performance in the form of rectification of defects or, in agreement with us, the removal performed by the Buyer and the transport and replacement of the deficient part at our expense. Following a prior agreement we will bear the costs suffered by the Buyer as a result of the removal, but only when the original costs of the Buyer do not include any profit share. Costs for the installation of the replaced part(s) will not be taken over.

4. The technical products delivered by us are sensitive and are in need of regular care, maintenance and cleaning. For that reason all claims for defects require that the delivered devices have to be installed, operated and used properly. The measures described in the instruction manual concerning maintenance, care and cleaning must be carried out. The Buyer is required to provide evidence of the proper performance of the appropriate measures. This is specifically valid for defects which could be caused by aggressive chemicals like acetic- and lactic acid.


X. Reservation of Title

1. We reserve the right to the property of the sold goods until the full payment of all our current and future claims from the purchase contract and a current business relationship (secured claims).

2. The Buyer is not allowed to pledge or to transfer the ownership of the goods as security to a third party until full payment is made. The Buyer must inform us in written form immediately if and when third parties exercise rights over the goods.

3. If the Buyer acts contrary to contract, in particular with nonpayment of the due purchase price we are entitled to cancel the contract according to the statutory regulations and / or to demand the return of the reserved goods. The claim for returning of the goods does not automatically mean cancellation of the agreement; we shall rather be entitled to claim return of the goods and to reserve the right of cancellation. If the Buyer does not pay the due purchase price, Cell.Copedia GmbH may only assert these rights if he has set an appropriate payment period for the Buyer beforehand or if such a deadline is expendable according to the legal regulations.

4. The Buyer is entitled to sell or process the goods under reservation of title within accepted business practices. In this case the following rules shall apply additionally:

(a) The Buyer assigns to us now and immediately all claims against third parties arising from the resale of the goods or products equal to the amount of our approximate share of joint ownership pursuant to the aforementioned paragraph for security. We accept the assignment. The Buyer’s duties stated in par. 2 shall also apply to the assigned claims.

(b) We and the Buyer are authorized to collect any debts. We undertake nothing to demand the claims as long as the Buyer fulfils their payment obligations to us, does not become in default of payment, no application is made for opening insolvency proceedings, and there is no other deficiency in the Buyer’s performance capacity and solvency. If this is the case, we may demand that the customer informs us of the assigned claims receivable and the debtors, that he gives us all the information and relevant documents necessary to assert our rights and that he informs the debtors (third parties) of the assignment.

(c) If the realizable value of the collateral items exceeds our claims by more than 10 per cent we shall release collateral items at our choice upon request of the Buyer.


XII. Other Liability

1. Insofar as not otherwise derived from these AGB including the following provisions we shall be liable according to the relevant statutory regulations in case violation of the contractual and non-contractual duties.

2. Regardless of any legal basis we are only liable for damage compensation, in cases of intent or gross negligence. In cases of minor negligence we are only liable

(a) for damage resulting from death, physical injury or harm to human health and

(b) for damage resulting from the breach of an essential contractual obligation (an obligation whose proper fulfilment makes fulfilment of the agreement possible at all and on whose observance the contractual partner regularly relies and may rely); in this case, our liability is restricted to foreseeable and typically occurring damage.

3. The liability restrictions which can be derived from par. 2 shall not apply insofar as we have maliciously concealed a defect or have assumed a guarantee for the condition of the goods. The same shall apply of the Buyer according to the Product Liability Act.

4. In the event of a breach of duty that is not attributable to a defect, the Buyer can only withdraw or give notice if we have to justify the breach of duty. A free right of termination of the Buyer (in particular according to the Sections 651 and 649 of the German Civil Code) is excluded. Otherwise the legal preconditions and legal consequences are applicable.


XIII. Limitation Period

1. Differing from Section 438 Paragraph 1 No. 3 of the German Civil Code the period of limitation from claims on material defects and defects of title shall be twelve months, unless a different period is specified in these AGB. This shall not affect special statutory provisions for the restitution of property of third parties (Section 438 Paragraph 1 No. 1of the German Civil Code) in case of malice by Cell.Copedia GmbH (Section 438 Paragraph 3 of the German Civil Code) and claims regarding supplier’s recourse in the case of final delivery to the Buyer (Section 479 of the German Civil Code).

2. The above mentioned limitation period shall also apply to the Buyer’s contractual and extra-contractual compensation claims based on defective goods, unless the application of the regular statutory limitation period (Sections 195, 199 of the German Civil Code) would result in a shorter limitation period in the individual case. The limitation periods of the German Product Liability Act will remain unaffected in any case. Apart from that the statutory limitation periods apply exclusively for damage claims of the Buyer.


XIII. Place of Performance, Place of Jurisdiction and Applicable Law

For these terms and conditions and all legal relationships between us and buyers, the law of the Federal Republic of Germany applies excluding all international and supranational (contractual) legal systems, especially the Uniform Law on the International Sale of Goods (CISG). The pre-requisites and effects of the reservation of title are subject to the law of the respective storage location of the object insofar as accordingly the choice of law which was agreed is inadmissible or invalid for the benefit of German law.
If the Buyer is a businessman according to the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive, including international, place of jurisdiction for all disputes arising directly or indirectly as a result of this contract is Leipzig. However we are entitled to bring an action at the general place of jurisdiction of the Buyer. The place of Performance shall be Leipzig.


Cell.Copedia GmbH, August 2015