General Terms and Conditions of the "made for science GmbH" for purchases
§ 1 General / Scope of application
1. These Terms and Conditions shall apply to all current and future business relationships and they shall apply to all business transactions concluded by the made for science GmbH (“made for science”).
2. Terms and conditions of the customer shall only be deemed to have been acknowledged by us if we explicitly have consented to them in writing; otherwise our own Terms and Conditions shall apply exclusively.
§ 2 Conclusion of a contract
1. The offers of made for science are subject to alteration as far as nothing deviating explicitly has been agreed upon. They are based upon the specifications of the customer which also do not need to be examined by made for science as to completeness and correctness; however, made for science shall point out perceived obvious faults or missing plausibility. Any and all statements and drawings in offers, brochures, advertisements, catalogues, or other information material of made for science do only represent approximate values customary in this line of business, and they shall not compellingly correspond to the respective latest state of technology. Therefore, they neither form any kind of agreement on condition nor guarantee and they are not binding for the contractual determination of the object of performance and delivery. On principle, made for science does not render advice on products unless this explicitly has been agreed upon in writing.
2. The conclusion of contracts with made for science shall on principle be carried out in writing. Concerning orders regarding which delivery is executed by made for science immediately, the delivery of the ordered goods shall function as replacement of a specific confirmation of the order in writing towards our customer. At the latest by receipt of the goods, the customer also declares his consent to the applicability of our Terms and Conditions.
3. The mutual written declarations are decisive for the content of the contracts. In case that a contract has been concluded without the existence of such declarations, then the order conformation of made for science in writing, or if such a declaration has not been given, the order of the customer in writing is decisive. Oral ancillary agreements only are binding if they are confirmed by made for science in writing.
4. The customer acknowledges the protection of the copyright of made for science and the warranty conditions by the opening of the original packaging.
5. All orders are subject to the condition of timely self-supply; however, this only shall be applicable if made for science has taken all measures required for a timely self-supply.
§ 3 Scope of delivery
1. Decisive for the scope of delivery is the written order confirmation of made for science. In case of an offer of made for science with time-confinement and timely acceptance, the content of the offer is decisive as far as an explicit order confirmation in writing has not been submitted.
2. Delivery is executed at the expense of the customer from the storage location in Germany. The transfer of risk to the customer shall take place with the handing over of the ordered goods to the forwarding agent or another person or institution commissioned with the transport; this also shall apply to freight-free delivery. made for science is entitled to insure the transport at the expense of the customer, however, not obliged to do so, unless there is such an explicit written order of the customer. Should the customer be a consumer, the passing of the risk of accidental destruction and accidental deterioration of the sold goods passes on to the customer also in case of a dispatch-sale (shipment of the purchased items by made for science) only with the handing over of the goods to the customer.
3. The delivery-periods and -dates stated in the order are not to be considered as fixed dates, they are not “of the essence”. made for science endeavours to adhere to these terms if possible. The delivery term is adhered to if the delivery object has left the premises of made for science within the delivery time or the readiness for dispatch has been notified. For occurrence of default, a reminder is necessary. All terms are subject to timely execution of all eventually necessary respectively agreed upon previous cooperative actions of the customer.
4. made for science is not liable for delays in delivery, even not regarding compellingly agreed upon delivery dates, if the delays are caused by Force Majeure, due to alteration of the administrative permission-situation and legal situation, breakdowns in business operations, labour disputes, problems regarding the purchase of materials, also if such incidents arise at the subcontractors themselves. In such cases, the agreed upon delivery date is prolonged tacitly by such an adequate term, as it is necessary for the removal of the hindrance plus an adequate starting period.
5. As far as made for science has undertaken the implementation of the software and/or advice services regarding the installation, or has committed itself to undertake works at the server of the customer, the customer is obliged to provide for a sufficient and up-to-date data backup in advance of such works. made for science shall execute the works or have them executed according to the acknowledged rules of technology. Herewith, made for science explicitly points out that it is the responsibility of the customer to examine the suitability for use of the system, which he has to execute based on the present data sheets in his own responsibility. Uncertainties, especially non-compatibilities with other programs of the customer can never be excluded and do not lead to liability claims of the customer.
6. Training, advice and lessons regarding the employment of the software have to be paid for and only shall be rendered after a respective agreement at the agreed upon rates.
7. Support is not owed on principle, except in case of an explicit agreement; the support is undertaken by the respective manufacturer, as far as necessary and to be expected contractually.
§ 4 Acceptance of products, installed by made for science
1. As far as made for science owes an implementation or installation, the readiness for operating shall be assessed by a trial run with standard test programs after establishment (putting up) and connexion of the equipment (electrical appliances) as well as installation of the standard software. Subsequently the customer has to accept the supplied equipment jointly with the programs installed thereon and to confirm the acceptance on the corresponding acceptance protocol. An acceptance declared towards the manufacturer or the supplier also is effective in relation to made for science. In case of a mere supply of equipment or standard programs, an acceptance does not take place.
2. Should the customer refuse acceptance due to essential defects, then made for science is entitled to execute subsequent performance or substitute delivery and to declare readiness for acceptance afterwards once more. If afterwards an acceptance by the customer or a declaration of the customer in writing containing an exact description of the items, which are not complied with, is not carried out within a term of fourteen calendar days, then the acceptance is deemed to be accomplished.
§ 5 Prices and conditions of payment
1. As far as nothing deviating shall be agreed upon in writing, all prices are applicable ex works and shall be understood excluding packaging, transport, and transport insurance, other taxes, customs duties as well as fees, merely net, plus statutory Value Added Tax (VAT). Towards consumers all prices shall be stated incl. VAT plus costs of dispatch.
2. In case that made for science experiences additional surplus expenditure in event of implementation of software or server performance at the customer in an amount exceeding 10% of the estimated amount, made for science is entitled to charge this surplus of expenditure at the agreed upon rates, and in case of a lack of agreement, at the customary rates of made for science.
3. Payments have to be executed in euros within fourteen days after receipt of the invoice without any deduction as well as free of charge for made for science. The interest rate for default is calculated based on a rate of 9 percentage points above the respective basic interest rate as it is published by the German Federal Bank; in case that the customer is a consumer, this rate is 5 percentage points above the respective basic interest rate p.a. The claiming of a higher damage for default remains reserved.
4. The customer is entitled to withhold payments or to set off with counterclaims only in so far as his claims are undisputed or acknowledged by a legally binding court decision. Furthermore, the customer may, if he is not a consumer, only execute a right of retention if his counterclaim is resulting from the same contractual relationship.
5. As far as in case of the purchase of software or hardware, the rate of exchange between order and dispatch changes by more than 10%, each of the contractual parties is entitled to claim a respective adaption of the prices; this only is applicable to business transactions with consumers if there are more than 4 months between order and dispatch.
6. In case that the customer comes in default with his payments, made for science is entitled to hold back the delivery regarding other orders of the customer. As far as payment of the outstanding amounts has been executed, made for science is entitled to determine a new delivery term under consideration of its other delivery obligations and according to its reasonable discretion.
7. Payment for lease licenses or purchase licenses is also owed if the customer ceases the usage during the lease term or otherwise. Furthermore, non-usage or limited usage does neither entitle to a reduction of the purchase price nor to any other kind of reduction of the payments for the remaining duration.
§ 6 Revocation information
Provided that the customer is a consumer, he is entitled to rescind the contract within 14 days without any statement of the reasons for it. The right of revocation exists for fourteen days from the day on which the customer or a third person nominated by him, who is not the carrier, has taken the goods into custody; in the event of the order of several goods which are delivered in partial deliveries or pieces, the term amounts to fourteen days calculated from the day on which the customer or a third person named by him, who is not the carrier, has taken the last partial delivery or the last peace into custody.
In order to execute his right of revocation, the customer has to send such an information to:
made for science GmbH
Varrentrappstr. 40 – 42
containing an unambiguous declaration regarding the decision to revoke the contract (e.g. by a letter sent by mail, by fax or by email.
For observation of the revocation term it is sufficient that the customer dispatches the notification regarding the execution of his revocation right before expiration of the revocation term.
In case that the customer rescinds the contract, made for science, immediately and at the latest within a term of fourteen days from the day on which made for science has received the notification regarding the rescission of the contract, has to repay the customer all payments which made for science has received from the customer, including the costs of delivery (except the additional costs which are caused by the fact that the customer has chosen another kind of delivery than the most favourable standard way of delivery offered by made for science). For the repayment made for science uses the same means of payment which the customer has used at the original transaction, unless anything deviating expressly has been agreed upon with the customer; on no account the customer is charged costs because of such a repayment.
The customer has to send back or hand over the goods to made for science immediately and in any case at the latest within a term of fourteen days from the day on which he has notified made for science about the revocation of the contract. The term is being adhered to if the customer does dispatch the goods before the expiration of the term of fourteen days.
The customer has to bear the direct costs of the return of the goods.
The customer only has to come up for an eventual loss of the value of the goods if this loss of value has been caused by a treatment which has not been necessary for examination of the condition, properties, and that way of working of the goods.
End of the revocation information.
§ 7 Retention of title
1. made for science retains ownership to supplied goods till complete payment. Regarding customers who are entrepreneurs, the following is applicable additionally:
2. Any and all goods remain property of made for science (retained goods) until complete and final fulfilment of all claims resulting from the business relationship on whatever legal grounds (e.g. also only after exemption from any co-liability for bills of exchange or cheques).This also applies to future or conditional claims resulting from contracts concluded within the course of the business relationship or afterwards. In case of on-going accounting, the retained property serves as security for the claim of made for science resulting from an on-going accounting relationship (in German: “Kontokorrentverhältnis”).
3. Modification and processing of the retained goods are executed on behalf of made for science as manufacturer in the sense of Section 950 German Civil Code (“Bürgerliches Gesetzbuch”) without obliging made for science. The delivery or performance, which shall be modified or processed, shall be qualified as retained goods for the purpose of securing the claims of made for science in the sense of Art. 7 No. 2 of these Terms and Conditions. In the event of modification, processing, mingling, or any mixture of the retained goods by the customer with other goods of which made for science does not have ownership, made for science acquires co-ownership in the new item in proportion of the invoice value of the retained goods to the invoice value of the other utilized items. In case of expiration of made for science´s ownership to the retained goods by way of mingling, mixture, or modification, processing of the retained goods, the customer already now transfers to made for science the property rights to the new stock or the new item, which are due to him, to the extent of the invoice value of the retained goods and keeps them in custody for made for science with mercantile care free of charge. The co-ownership rights arising to them are being considered as retained goods for safeguarding the claims of made for science in the sense of Art. 7 No. 2 of these Terms and Conditions.
4. As long as the customer is not in default with his payments, he is entitled to resell the retained goods in the ordinary course of business and only under his usual terms and conditions provided that the claims resulting from the resell simultaneously pass over to made for science according to Art. 7 Nos. 5, 6, and 7 of these Terms and Conditions. The customer is not entitled to dispose of the goods regarding which we have retained title in any other way, especially he neither entitled to pledge them nor to assign them as collateral security. made for science may revoke the aforementioned entitlement in the events stated in Art. 7 No. 7 as well as in the event of an infringement of the obligations stated preceding. In the event of a revocation, the customer also is prohibited from modification and processing of the retained goods as well as from combining or mingling them with any other goods.
5. The receivables and other claims including all ancillary rights of the customer resulting from the resale of the retained goods are assigned already now, i.e. with agreement on these Terms and Conditions, to made for science; made for science herewith accepts this assignment. They are serving as security for the claims of made for science to the same extent as the retained goods. In case that the customer sells the retained goods together with other goods which have not been supplied by made for science, the claims resulting from the resell shall be assigned to made for science to the extent of the relation of the invoice value of the retained goods to the invoice value of the other goods. In case of resell of the goods regarding which made for science possesses co-ownership shares according to Art. 7 No. 3 of these Terms and Conditions, a corresponding co-ownership share is herewith assigned to made for science.
6. As long as the entitlement to resell has not been revoked, and as long as the customer fulfils his payment obligations towards made for science and does not infringe other substantial contractual obligations, the customer is entitled to collect the receivables resulting from resell. The customer neither is entitled to assign claims to third persons, including the sale of claims to factoring-banks, nor is he entitled to pledge them. The customer has to inform made for science immediately about any impairment of the rights by third persons, together with handing over of the documents necessary for an intervention. The customer has to bear any eventually arising costs of an intervention.
7. After revocation of the entitlement to resell and/or debt collection and upon request of made for science, the customer is obliged to submit information about the stock of retained goods and the assigned claims. As far as made for science does not undertake this itself, the customer has to inform his buyers about the assignment to made for science and to let made for science have the documents which are necessary for collection. Furthermore, in case the customer is in default with due payments for more than two weeks, made for science may claim return of the retained goods and to collect the receivables and other claims which have been assigned to made for science. Furthermore, made for science may use the retained goods for fulfilment of the claims as soon as made for science has rescinded the contract or the prerequisites for claiming reimbursement of damages for non-fulfilment have arisen. The claiming of the retained title, especially the taking back of the retained goods, only is considered as rescission of the contract if made for science does explicitly confirm this in writing. Under the preceding conditions the entitlement of the customer to possess the retained goods expires. In the stated events, made for science is entitled to enter the premises of the customer, after previous notification as well as setting of a time period, and to fetch the retained goods.
8. In case that the realizable value of the existing securities does exceed the secured claims in total by more than 10 (ten) percent, made for science is obliged to release securities to such an exceeding extent according to its choice and upon request of the customer.
§ 8 Warranty
1. made for science warrants that the hardware is free of material and manufacturing defects at the time of passing over of the risk. Information regarding defects of standard software-programs shall be forwarded to the respective producer by made for science. For the remedy of defects as well as all fulfilment of obligations connected therewith, primarily the manufacturer is responsible and not made for science. The customer is aware of the fact that it cannot be excluded completely according to the state of technology that program defects are arising. Therefore, they are not considered as defects in the legal sense as long as they do not impair the work essentially and enduring.
2. In case of defects of the object of delivery, made for science – according to its choice – is entitled to grant warranty by subsequent performance or delivery of a replacement free of charge. In the event that the subsequent fulfilment (subsequent performance or delivery of a replacement) fails finally, which shall be presumed after two unsuccessful attempts of subsequent “fulfilment” regarding the same or a similar defect, the customer may on principle, according to his choice, claim reduction of the remuneration or rescission of the contract. In case of an only minor non-compliance with the contract, especially in case of only minor defects, the customer, however, is not entitled to rescind the contract.
3. In the event that the customer is not a consumer, he is obliged to notify obvious defects in writing within a term of ten days from the date of receipt of the object of delivery. Otherwise, the assertion of the warranty claims is excluded. For adherence to the term, the timely dispatch of the warranty claim is sufficient. The customer bears the complete burden of proof regarding all prerequisites of his claim, especially regarding the defect itself, regarding the moment in time of the perception of the defect, and – if the customer is not a consumer – the punctuality of the warranty complaint.
4. In the event that the customer, after subsequent performance has failed, choses compensation for damages, the customer shall keep the respective goods if he can reasonably be expected to do so. The liability is limited to the difference between the purchase amount and the value of the defective goods as far as made for science has not acted with intent or gross negligence, has not committed an injury to life, body or health, and as far as there is no case of product liability without fault.
5. Regarding entrepreneurs, the warranty term amounts to one year from the delivery on. In the event that it has been agreed upon that an acceptance procedure shall take place, the warranty term commences on the day of the acceptance of the delivery-object. These regulations stated preceding shall not apply if the customer – in the event that he is an entrepreneur – has not notified the defect in time.
6. made for science does only grant guarantees in the legal sense if they are contained in the order confirmation and are expressly declared as assurance of certain properties of the delivery object or as guarantee.
7. The warranty is excluded if the customer or a third person commissioned by the customer has carried out works on the delivery object inexpertly. Any and all warranty claims expire if the customer does affix additional appliances which are not admitted or have not been expressly permitted in writing, or if the customer carries out operations and/or repairs of the devices and the software himself or through third persons without an express agreement with made for science.
§ 9 Further regulations regarding software, updates and upgrades
1. The customer solely is responsible for compliance with the minimum system requirements according to the product advertising. For activation of the software, there regularly an internet connection is necessary, which has to be provided by the customer at his own expense. The customer is responsible for compliance with possible further license conditions for one- or more-place licenses and, if necessary, has to purchase further licenses additionally if the software shall be used at more places than presupposed in the license conditions.
2. Updates serve for the remedy of defects as well as for product development to a minor extent. These, on principle, are carried out free of charge during the duration of the warranty. They shall be transmitted according to the requirements. The customer shall install them each time immediately; contravention may lead to loss of warranty.
3. The customer also is offered upgrades according to requirement and possibilities, as the case may be. These are free of charge within the first year after transfer of risk; afterwards the customer has the possibility to be supplied with such upgrades against payment of the stated reimbursement.
4. As far as the customer has leased software or hardware, the customer shall be provided with useful upgrades during the duration of the lease free of charge.
5. made for science is not obliged to grant program maintenance for more than 2 years.
§ 10 Liability
1. In case of infringement of essential contractual duties with slight negligence, the liability of made for science is limited to the direct average damages which are typical for the contract and which are predictable according to the type of the contract. This also applies to infringements of duties by slight negligence of the legal representatives or auxiliary persons used by made for science to perform its obligations. Essential contractual duties are comprehended as the fundamental elementary obligations resulting from the contractual relationship, which are important for the execution or fulfilment of the contract in a particular manner or which have a material impact on the trustful relationship of the parties, thus especially the compliance with delivery obligations, and important indication obligations.
2. The liability without fault according to the German Product Liability Act as well as the fulfilment of a guarantee regarding the condition of the delivery object remain unaffected thereby.
3. made for science does not undertake any liability for the suitability of the products and the software. Advice services can only be as good as it is possible based on the declarations of the customer. In so far, made for science only is liable in case of intent or gross negligence for obvious defects; obligatory advisory services are only owed indeed if granting of advice has expressly been agreed upon beforehand.
4. The preceding regulations do not imply any alteration of the legal burden of proof to the disadvantage of the customer.
§ 11 Cancellation of training / events
1. Trainings and events, organized by made for science subject to charge, may be cancelled without the imposition of charges up to four weeks in advance of the commencement of the event. In case of a cancellation between four and two weeks in advance of the commencement of a training/event, there will be charged 30% of the participant fee/the price stated in the respective offer; in case of cancellation with a shorter term, the full participant fee/the full price stated in the respective offer shall be charged.
2. In case of the cancellation of the training/event by made for science due to illness of the trainer, Force Majeure, or other unpredictable occurrences, there is no entitlement that the training/event shall take place. As well neither the travel and accommodation expenses nor any expenses caused by loss of working hours shall be reimbursed in case of cancellation of a course or postponement of dates.
§ 12 Final regulations
1. In case that single contract provisions are or become invalid, or in case of contractual gaps, the remaining provisions shall not be affected thereby. As replacement of the invalid regulation or in order to fill a gap, a regulation shall be agreed upon which is as close as legally admissible to the intentions of the parties.
2. The contract as well as the entire legal relationship between the parties are governed by the law of the Federal Republic of Germany under exclusion of the UN Sales Convention (CISG).
3. In case that the customer is an entrepreneur in the sense of the legal regulations or has a residence abroad, the city of Frankfurt am Main (Germany) is agreed upon as exclusive place of jurisdiction.
Version of Januar 1, 2018