General Terms & Conditions
New England Biolabs GmbH
I. Application
1. These General Terms and Conditions („GTC“) apply to all business relations with our customers, irrespective of whether they are concluded via our online shop or by e-mail, fax, telephone or post.
2. These GTC apply exclusively. Deviating or conflicting terms and conditions are not recognized by us and are hereby rejected unless we have expressly agreed to them in writing.
3. These GTC shall also govern all future transactions between the customer and us and shall also apply where we perform deliveries or services despite our knowledge of deviating or conflicting conditions.
4. These GTC apply vis-à-vis all customers who are not consumers within the meaning of § 13 BGB (German Civil Code). In particular, these GTC apply to entrepreneurs, governmental entities and special governmental estates under public law within the meaning of § 310 BGB. We do not sell to consumers due to the health risks associated with some of our products. By placing an order, the customer confirms that they are not a consumer. Our products are not intended for consumers, we advise the customer against passing them on to consumers.
II. Conclusion of Contract
1. Our offers shall be subject to change and non-binding, unless they are expressly marked as binding or contain a certain acceptance period. Presentations and promotion of products in our online shop.
2. The customer’s order constitutes a legally binding offer to conclude a contract. The legally binding order is placed via the online shop by clicking on the „buy“ button.
3. We will immediately confirm receipt of the customer‘s order via the online shop by e-mail. Such a confirmation e-mail shall not constitute a legally binding acceptance of the order. Our acceptance requires written form (e.g. by our order confirmation or our notification of readiness for delivery/collection). The content of the written acceptance shall be decisive for the content of the contract.
4. Legally relevant declarations and notifications which the customer makes after the conclusion of the contract (e.g. setting of deadlines, reminders, notices of defects) must be in written or text form (e.g. letter, e-mail, fax) in order to be effective.
5. We reserve the right to request proof of expertise (e.g. in accordance with Chemicals Prohibition Order) or other necessary proof (e.g. permits or end-use declarations) from the customer and to refuse delivery where the customer fails to provide such documents.
III. Delivery conditions, shipping charges, return of packaging and returns
1. DDP Incoterms (2020) apply to our deliveries within Germany and to Austria, unless otherwise agreed.
2. Orders received before 16.00 (Monday – Thursday) will be processed on the same day and items in stock will be delivered the next day. We offer an immediate Monday delivery service for Heidelberg and Frankfurt. This service is available for orders received on Mondays before 10:00 a.m. (Heidelberg) or 11:00 a.m. (Frankfurt), as well as for orders placed on Fridays of the previous week. Such orders will be delivered Monday afternoon.
3. We will only insure goods against theft, transport, fire or water damage or other insurable risks if expressly agreed upon with the customer and then exclusively at their expense.
4. Shipment – also with regard to packaging – shall be at the customer’s expense. Shipping charges for deliveries within Germany are EUR 17.50 per delivery. Delivery within Germany is free of charge on orders over EUR 300.00 net. Shipping charges for deliveries to Austria are EUR 25.00 per delivery. Delivery to Austria is free of charge on orders over EUR 350.00 net.
5. For deliveries outside Germany and Austria, the risk shall pass to the customer upon receipt by the customer of our notice of readiness for shipment or – if the latter is not provided for in the contract – at the latest upon the handing over of the goods to the forwarding agent, carrier, or any other third party assigned to transport the goods. The same shall apply to partial deliveries.
6. Where the customer is in default of acceptance, fails to cooperate as required or where our performance is delayed for other reasons for which the customer is responsible, we shall be entitled to claim compensation for the resulting damage including our additional expenses (e.g. storage costs).
7. We use cold packs for shipping, which ensure the necessary cooling of our products during transport. A return label is enclosed with our refrigerated packaging in Germany. Please affix the return label to the refrigerated packaging and hand it over to the driver of the next delivery.
8. Due to the temperature sensitivity of our products and the health risks associated with the handling of some of them, customers may only return the products delivered with our prior consent. A product returned with our consent can only be accepted if it has been properly packaged.
IV. Prices and terms of payment
1. Unless otherwise agreed, our net prices valid at the time of the conclusion of the contract shall apply plus the respective statutory VAT. The prices are EXW Incoterms (2020) Frankfurt and exclusive of any costs for insurance, transport and packaging as well as any other taxes and fees, unless otherwise agreed.
2. Payments are due within 30 calendar days from the date of delivery and receipt of invoice. The date of receipt of payment shall be decisive for compliance with the time limit for payment.
3. The customer shall be entitled to offset or to claim retainer rights only insofar as the customer’s counterclaim is acknowledged, undisputed, assessed in a legally binding judgement or reciprocal to our claim.
V. Delivery period, Force Majeure
1. Delivery time/deadlines (“delivery periods”) announced by us are always approximate. This does not apply if a fixed delivery period has been confirmed or agreed upon in writing.
2. Where we can foresee that a delivery period cannot be met, we will notify the customer without undue delay and inform him of the estimated new delivery period.
3. We are not liable for the inability to perform or the delay of our performance, where these circumstances are attributable to force majeure or other events not foreseeable at the time of the conclusion of the contract for which we are not responsible (e.g. interruption of business of all kinds, fire, natural disasters, weather, floods, war insurrections, terrorism, transport delays, strikes, lawful lockouts, shortage of manpower, energy or raw materials). Such an event includes incorrect or untimely delivery by one of our suppliers for which we are not responsible and where we had concluded a matching cover transaction with the respective supplier at the time of the contract or where we concluded such transaction without undue delay after the conclusion of the contract. Where such event occurs, the delivery periods shall be automatically extended by the duration of the event plus an appropriate ramp-up period. Furthermore, we are entitled to withdraw from the contract where such event makes the performance of services considerably more difficult or impossible for us and is not only of a temporary nature. Where the customer is no longer reasonably expected to accept performance due to the delay that occurs as a result of such an event, they can also withdraw from the contract by immediate written declaration; it is only unreasonable to expect the customer to accept performance if the expected new delivery period is later than 30 calendar days after the originally planned delivery date or impossible to predict.
4. Delivery periods shall be extended automatically and adequately where the customer fails to meet their contractual obligations or other obligations to cooperate or duties.
5. Our statutory rights, in particular with regard to the possible exclusion of our obligation to perform, e.g. due to impossibility, and due to default in acceptance or performance on the part of the customer, remain unaffected.
VI. Retention of Title
1. We retain title to the goods until receipt of full payment of the purchase price.
2. The customer must handle the reserved goods with due care. They must insure the goods sufficiently at replacement value at their own expense against fire, water and theft.
3. In the event of seizure of the reserved goods by third parties or other encumbrances by third parties, the customer must inform about our ownership and must inform us immediately in writing in order to allow us to enforce our rights. Where the third party is unable to reimburse our judicial or extrajudicial expenses incurred in this context, the customer shall be liable for such expenses.
VII. Warranty for Defects and limited Use of the Products
1. The customer‘s rights in the event of material defects and defects of title shall be governed by the statutory provisions, unless deviating or supplementary provisions are specified in these GTC.
2. Unless expressly agreed otherwise, our products comply exclusively with the specifications on the product data sheet.
3. The products supplied by us are intended exclusively for research purposes and in vitro applications. They must not be used on humans or animals. The products are also not intended for diagnostic or therapeutic purposes. By placing an order, the customer assures that our products will be exclusively used by them in accordance with the applicable laboratory guidelines, in accordance with the statutory provisions on genetic engineering and only by qualified laboratory personnel.
4. The customer may not perform compositional, structural, functional or other analysis of our products, or undertake deconvolution or reverse engineering with respect to our products.
5. The customer acknowledges and agrees that all intellectual property rights in the products and in any of our technology, intellectual property and know-how used to make or useful for the manufacture or use of the products will at all times remain vested in us and our licensors. Unless otherwise expressly agreed in writing by our authorized representative, the purchase of the products only grants the customer a limited, non-transferable right to use the quantity of the products that the customer has purchased from us for the customer’s internal research purposes only, and in compliance with the applicable intended use statement, limited use statement or limited label license, if any, in our current catalogue, website or on the label or other documentation accompanying the products (all such statements or licenses being incorporated herein by reference as if set forth herein in their entirety). No right to resell our products or any of their components is conveyed expressly, by implication, or by estoppel. Unless otherwise expressly agreed in writing by our authorized representative, with the purchase of our product we do not provide rights to use said products in commercial applications of any kind, including, without limitation, manufacturing, quality control or commercial services such as reporting the results of such activities for a fee or other form of consideration. It is solely the customer’s responsibility to determine whether the customer may be required to obtain any additional or third party intellectual property rights depending upon the particular application in which the customer uses the product. If the customer needs commercial use rights to our products (including the right to perform fee-for-services), please contact our Business Development department at custom.de@neb.com.
6. The customer must give us the time and opportunity necessary to examine complaints and other objections as well as necessary for the subsequent performance owed, including but not limited to making the goods concerned available to us for the aforementioned purposes.
7. Where the good is defective, we shall bear the expenses necessary for the purpose of inspection and subsequent performance, including but not limited to transport, travel, labour and material costs. Where the customer‘s request to remedy a defect turns out to be unjustified, we can demand compensation for the costs incurred.
8. Where the delivered good is defective, we shall be entitled and obliged, at our choice, within a reasonable period of time to remedy the defect or to deliver a defect-free good. Where we deliver a replacement, the customer must return the defective good in accordance with the statutory provisions.
VIII. Liability
1. Unless stated otherwise in these GTC, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
2. Our liability is excluded if and insofar as the customer does not use our products in accordance with the provisions of Section VII. No. 3.
3. Irrespective of the legal basis for the claim asserted, we shall be liable without restriction for any wilful and grossly negligent breach of our duties as well as for damages resulting from injury to life, body or health.
4. In the event of ordinary negligence, we shall only be liable for property and pecuniary damage where fundamental contractual duties (cardinal obligations) have been breached, and our liability for property and pecuniary damage shall be limited to the reasonably foreseeable contractual damage. Cardinal obligations are those obligations which enable the orderly implementation of the contract in the first place and on the due observance of which the contractual partner regularly trusts and may regularly trust, i.e. those rights and obligations which are essential to fulfil the content and purpose of the contract.
5. Any liability for guarantees and for claims based on the Product Liability Act remains unaffected.
6. The exclusion or limitation of our liability according to the above paragraphs shall also apply to the personal liability of our organs, legal representatives, employees, members of staff and vicarious agents.
IX. Export
1. The customer is obliged to comply with the export control, sanction regulations and laws including the embargoes („export control regulations“) of the Federal Republic of Germany (FRG) and the European Union (EU) applicable to the specific subject matter of the contract; in particular when passing on our products or other goods to third parties in Germany and abroad.
2. Our deliveries („performance of contract“) are subject to the proviso that performance of the contract does not conflict with the applicable export control regulations of the FRG and the EU. In such a case, we shall be entitled i. a. to refuse or withhold performance of the contract without any liability to the customer.
The same applies if the performance of the contract is contrary to other applicable international export control regulations, including but not limited to those of the USA.
3. The customer acknowledges that our products and other goods are also subject to additional international export and re-export control regulations, including but not limited to those of the USA. The customer acknowledges that where required by such laws and regulations, and where applicable, the customer will not, directly or indirectly, without obtaining prior authorization from competent government authorities sell, export, reexport, transfer, divert, or otherwise dispose of any products or other goods received from us to (a) any destination subject to a trade embargo, (b) any entity or person prohibited from receiving our products or other goods subject to a similar sanctioned party restriction, including but not limited to those parties identified on the Consolidated List which can be searched at https://legacy.export.gov/csl-search; or (c) any destination for any prohibited end use, including but not limited to activities involving the development, production, use or stockpiling of nuclear, missile, or chemical or biological weapons or precursors.
4. The customer will conduct its business in a manner consistent with all applicable laws and regulations relating to bribery and corruption, including but not limited to, where applicable, the US Foreign Corrupt Practices Act, the UK Bribery Act,the German Criminal Code (StGB) and any other national anti-bribery rule in force in Germany . Without limiting the generality of the foregoing, the customer agrees not to pay money or provide anything of value to any government official in violation of applicable bribery or corruption laws or regulations applicable to the customer’s business activity.
X. Applicable law, Jurisdiction, Language versions
1. The business relations between the customer and us shall be governed by the laws of the Federal Republic of Germany. The UN Sales Convention (CISG) shall not apply.
2. To the extent that any provision or a portion of any provision of these GTC is determined to be illegal or unenforceable, the remainder of these terms will remain in full force and effect.
3. Exclusive place of jurisdiction for all disputes arising out of or in connection with the business relation between the customer and us shall be Frankfurt am Main. However, we are also entitled to sue the customer at their registered office. Mandatory legal provisions concerning exclusive places of jurisdiction remain unaffected.
4. In the event of contradictions, the German version takes precedence over the English version.
XI. Kontakt
We are at your disposal for questions, complaints and orders by e-mail, fax, telephone or post:
New England Biolabs GmbH
Brüningstr. 50 Geb. B852
65926 Frankfurt am Main
Phone (Monday to Friday between 8.30 and 17.00):
0800/246-5227 (free of charge for customers located in Germany)
0800/246-52277 (free of charge for customers located in Austria)
or +49-69-305-23140
Fax.: 0800/246-5229
or +49-69-305-23149
E-Mail: info.de@neb.com
As of 01.01.2023