General Terms and Conditions (GTC)

Delivery and Payment Terms of Zovec Diagnostics GmbH

1. Scope of Application

1.1 These General Terms and Conditions (GTC) apply to all offers, sales, deliveries and other services provided by Zovec Diagnostics GmbH to entrepreneurs, legal entities under public law and special funds under public law.

1.2 Zovec Diagnostics GmbH sells exclusively to business customers (B2B). Contracts with consumers are not concluded.

1.3 These GTC apply to all current and future business relationships with the customer unless expressly agreed otherwise.

1.4 By placing an order – regardless of the form in which it is placed – the customer accepts these GTC.

1.5 The customer's General Terms and Conditions that conflict with or deviate from these GTC shall not become part of the contract unless Zovec Diagnostics GmbH has expressly agreed to their validity in text form.

1.6 Individual agreements between Zovec Diagnostics GmbH and the customer take precedence over these GTC.

2. Offers and Conclusion of Contract

2.1 Offers from Zovec Diagnostics GmbH are non-binding unless they are expressly designated as binding.

2.2 A contract is concluded upon written order confirmation by Zovec Diagnostics GmbH or upon execution of the delivery or service.

2.3 Technical changes, changes in design or minor deviations from illustrations, descriptions and specifications are reserved, provided that these are reasonable for the customer and do not materially alter the agreed characteristics of the products.

3. Prices and Payment Terms

3.1 Invoices shall be issued at the catalogue or list prices valid at the time the order is placed, or at the prices agreed in the offer, in each case exclusive of VAT.

3.2 The applicable statutory value-added tax shall be added.

3.3 Unless expressly agreed otherwise, the customer shall also bear the costs of packaging, transportation and transport insurance and, where required due to the nature of the products, the costs of appropriate cooling during transportation.

3.4 Invoices are payable within 14 days from the invoice date without deduction, unless a different payment period has been agreed in the invoice or offer.

3.5 Zovec Diagnostics GmbH is entitled to make deliveries conditional upon a reasonable advance payment or security if, after conclusion of the contract, circumstances become known that materially call into question the customer's ability to pay or creditworthiness.

4. Default in Payment, Set-Off and Right of Retention

4.1 The customer shall be in default of payment in accordance with the applicable statutory provisions.

4.2 For payment claims against businesses, the statutory default interest rate is nine percentage points above the applicable base interest rate.

4.3 In the event of payment default, Zovec Diagnostics GmbH is entitled to claim the statutory flat-rate compensation for default as well as any additional proven damages caused by the default.

4.4 The customer is only entitled to set off counterclaims if such claims have been legally established, are undisputed or have been acknowledged by Zovec Diagnostics GmbH.

4.5 The customer may only exercise a right of retention insofar as it is based on the same contractual relationship or is provided for by law.

4.6 Unless otherwise agreed, payments made by the customer shall first be applied to costs, then to interest and subsequently to the oldest outstanding claim.

4.7 Deductions from payments for postage, transfer, bank or other fees will not be accepted.

5. Retention of Title

5.1 Zovec Diagnostics GmbH retains ownership of the delivered contractual products until all claims arising from the respective contractual relationship have been paid in full.

5.2 In the case of an ongoing business relationship, Zovec Diagnostics GmbH retains ownership of the delivered contractual products until all claims arising from the business relationship with the customer have been settled in full, insofar as legally permissible.

5.3 The customer is obliged to handle the products subject to retention of title with due care and to immediately inform Zovec Diagnostics GmbH of any third-party access, damage or other impairment of its ownership rights.

6. Delivery and Performance Period

6.1 Delivery periods shall be deemed to have been met if, by their expiry, the contractual goods have left the warehouse of Zovec Diagnostics GmbH or the customer has been notified that the goods are ready for dispatch.

6.2 Compliance with delivery periods is subject to the timely and proper fulfilment of the customer's obligations.

6.3 Events of force majeure and other unforeseeable events for which Zovec Diagnostics GmbH is not responsible and which significantly impede or temporarily render impossible the delivery or performance shall entitle Zovec Diagnostics GmbH to postpone the delivery or performance for the duration of the impediment plus a reasonable restart period.

6.4 Events within the meaning of Clause 6.3 include, in particular, lawful strikes or lockouts, war, official measures, import and export restrictions, shortages of energy or raw materials, as well as late or improper delivery to Zovec Diagnostics GmbH by its own suppliers, provided that Zovec Diagnostics GmbH is not responsible for the failure to receive such supplies.

6.5 If the impediment lasts for more than two months, the customer shall be entitled to withdraw from the contract after granting a reasonable grace period, provided that the statutory requirements for withdrawal are met.

6.6 The customer's statutory rights remain unaffected.

7. Shipping and Transfer of Risk

7.1 Unless otherwise agreed, delivery shall be made to the delivery address specified by the customer.

7.2 The risk of accidental loss and accidental deterioration of the goods shall pass to the customer in accordance with the applicable statutory provisions.

7.3 For deliveries that, due to the characteristics of the products, are subject to special temperature, cooling or transportation requirements, the customer is obliged to comply with the relevant specifications of Zovec Diagnostics GmbH.

8. Warranty for Defects

8.1 The customer shall inspect the delivered contractual products immediately after delivery, insofar as this is practicable in the ordinary course of business.

8.2 If the purchase constitutes a commercial transaction for both parties, the statutory inspection and notification obligations pursuant to Section 377 of the German Commercial Code (HGB) shall additionally apply.

8.3 Obvious defects, quantity discrepancies or incorrect deliveries must be reported to Zovec Diagnostics GmbH in writing immediately after inspection.

8.4 Hidden defects must be reported in writing immediately after discovery.

8.5 In the event of justified defects, Zovec Diagnostics GmbH shall, at its own discretion, be entitled to remedy the defect or provide a replacement delivery, insofar as legally permissible.

8.6 If subsequent performance fails or is unreasonable for the customer, the customer shall have the statutory rights, in particular the right to a reduction in price or withdrawal from the contract.

8.7 The customer shall provide Zovec Diagnostics GmbH with the best possible support in identifying and remedying defects.

8.8 No warranty claims shall exist insofar as a defect is attributable to improper use, handling, storage or any other use of the products by the customer that is not in accordance with the contract.

9. Returns

9.1 Returns of contractual products generally require prior consultation with and approval by Zovec Diagnostics GmbH.

9.2 Returns made without prior approval from Zovec Diagnostics GmbH may be returned at the customer's expense and risk.

9.3 For returns, the packaging, storage, temperature and transportation conditions specified by Zovec Diagnostics GmbH must be complied with.

9.4 The customer's statutory rights in the event of justified defects remain unaffected.

10. Liability and Damages

10.1 Zovec Diagnostics GmbH shall be liable in accordance with the applicable statutory provisions for damages resulting from intent or gross negligence.

10.2 For damages resulting from ordinary negligence, Zovec Diagnostics GmbH shall only be liable insofar as an obligation has been breached whose fulfilment is essential for the proper performance of the contract and compliance with which the customer may regularly rely upon.

10.3 In the cases specified in Clause 10.2, liability shall be limited to the foreseeable damage typical of the contract.

10.4 The above limitations of liability do not apply to damages resulting from injury to life, body or health, nor in cases of mandatory statutory liability.

10.5 Liability under the German Product Liability Act remains unaffected.

10.6 To the extent permitted by law, Zovec Diagnostics GmbH shall not be liable for indirect or consequential damages resulting from ordinary negligence, in particular for loss of profit, insofar as such damages do not result from a breach of essential contractual obligations.

11. Data Protection

11.1 Zovec Diagnostics GmbH processes the customer's personal data in compliance with applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

11.2 Personal data is processed insofar as this is necessary for initiating, performing and processing contractual relationships, fulfilling legal obligations or on the basis of another legally permissible legal basis.

11.3 Personal data is only transferred to service providers or partner companies insofar as this is necessary for contract processing, delivery, payment processing, IT services or the fulfilment of legal obligations.

11.4 Further information regarding the processing of personal data can be found in the Privacy Policy of Zovec Diagnostics GmbH.

12. Place of Performance and Jurisdiction

12.1 The place of performance for all obligations arising from the contractual relationship shall be Mannheim, insofar as legally permissible.

12.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, Mannheim shall be agreed as the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship, insofar as an agreement on jurisdiction is legally permissible.

12.3 However, Zovec Diagnostics GmbH shall be entitled to sue the customer at any other legally permissible place of jurisdiction.

13. Applicable Law

13.1 The legal relationship between Zovec Diagnostics GmbH and the customer shall be governed exclusively by the laws of the Federal Republic of Germany.

13.2 The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

14. Final Provisions

14.1 Should any provision of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

14.2 The statutory provision shall replace the invalid or unenforceable provision.

14.3 Amendments and additions to the respective contract must comply with the agreed form. Individual agreements between Zovec Diagnostics GmbH and the customer shall take precedence over these GTC.

Zovec Diagnostics GmbH
Carl-Reuther-Str. 1
68305 Mannheim
Germany

Telephone: +49 621 76441010
Fax: +49 621 1667249