The following general terms and conditions of sale ("OU") apply to all sales, deliveries and offers of VWR International GmbH ("VWR"), unless otherwise agreed in writing. By placing an order, the customer accepts the following conditions. These General Terms and Conditions apply only if the customer's order contains its own purchase conditions or other restrictions or additions, even if VWR does not expressly object to this.
The sales prices are exclusive of turnover tax and excise duties. Prices are not binding. The calculation is made in euros at the prices valid on the day of the conclusion of the contract, plus the legal value added tax, any consumption taxes and other costs in accordance with these general terms and conditions.
Offers and orders are only legally binding if confirmed unconditionally in writing by VWR or if VWR has shipped the goods to the customer together with an invoice. Special wishes or specifications must be repeated with every order. Offers are not binding.
4. Minimum Order Value
The minimum order value is currently 150 euros (plus statutory VAT). For orders below this value, VWR charges a processing fee of EUR 15 (plus statutory VAT).
Delivery always takes place at the buyer's risk. The risk passes to the buyer as soon as the goods leave VWR's place of delivery. The delivery costs, including special costs, are the responsibility of the buyer.
6. delivery time
The delivery times specified by VWR in offers and orders are not binding. In the event of force majeure or circumstances for which the customer is responsible, the delivery period will be extended to a reasonable extent or VWR may terminate the agreement.
The delivery always includes the manufacturer's packaging. VWR selects other packages based on the respective requirements. Additional costs as a result of specific product properties or additional packaging will be charged separately. The use of the customer's own packaging is only possible in consultation. Returning packaging within the legal provisions is only possible after consultation with VWR.
8. Privacy and Confidentiality
VWR has the right to collect, store, modify and transfer or use any customer personal data necessary for the fulfillment of its own business purposes, in accordance with the provisions of the Federal Data Protection Act .
Parties are obliged to keep confidential information even after termination of the contractual relationship. At the request of either party, it will enter into a separate confidentiality agreement.
9. Requirements and Warranty
The buyer is obliged to check immediately upon receipt of the goods whether the quality and quantity of the goods correspond to the agreed conditions. Defects that can be detected during a proper inspection of the goods and deliveries of goods or unclaimed quantities must be reported within fourteen (14) days of receipt of the goods. Hidden defects must be reported to VWR immediately upon discovery within the warranty period of twelve (12) months after the transfer of risk.
If the buyer does not complain in time, it is assumed that he has taken over the goods qualitatively and quantitatively. Complaint products can only be returned with the express permission of VWR. If the Customer complains about defects or about the delivery of goods not ordered on time, the goods will be replaced or withdrawn with a refund of the purchase price, at the discretion of VWR. If, when replacing goods, the replacement delivery is also defective, VWR entitles the customer to withdraw from the contract or to reduce the price. In case of timely reported shortages, VWR can choose between subsequent delivery or appropriate approval. Article 10 applies to any claim for compensation.
With regard to warranty and/or goodwill services, VWR adheres to the terms and conditions of the relevant manufacturer.
VWR is liable in case of intent and gross negligence in accordance with the statutory provisions.
In case of simple negligence, VWR is liable for the breach of the cardinal or essential obligation, the breach of which jeopardizes the achievement of the purpose of the contract, for compensation for foreseeable and typical damage. Any further liability, in particular for lost profits and consequential damages, is excluded.
The statutory liability for personal injury and the Product Liability Act remain unchanged.
11. Terms of Payment
Payment obligations for the delivery of goods must be paid without deduction within fifteen (15) days after the invoice date. The payment obligation is only fulfilled after VWR has received the invoice amount.
In case of late payment, VWR is entitled to charge interest at the usual bank interest rate, but at least eight (8) percentage points above the corresponding base interest rate. VWR has the right to demand payment in advance.
Withholding payment or set-off of the buyer's counterclaims is not permitted, unless the counterclaims are undisputed or legally established.
12. Return of the device
If the customer is a commercially active end customer, VWR will take back the devices sold to him after August 13, 2005 after end of use in accordance with the legal provisions and dispose of them appropriately. However, the end customer will have to bear the resulting return and administration costs or reimburse VWR. The end customer must notify VWR in writing of the termination of use.
The right of the end customer to take over the costs does not apply before the expiry of two (2) years from the end of the use. This two-year period starts at the earliest when VWR receives written notice from the end user of the termination of use.
In the event that the customer is a distributor, he is obliged to impose on his customer, if he also carries out a commercial activity, the obligation that the customer's customer, at his own expense, properly disposes of the device after use. drains. If the customer does not do this, he must return the devices supplied by VWR at his own expense upon termination of use and dispose of them properly. VWR recommends that sellers ensure that the limitation period for their due and payable claims against their customers does not start until after the end of use.
13. Customer Declaration on Decontamination
Equipment or other materials supplied to VWR must be decontaminated by the customer or end user. The decontamination is confirmed by a decontamination certificate. attached to the goods.
The customer or end user is fully responsible for damage of any kind resulting from the impossibility of cleaning and/or disinfection.
Every owner of the device is obliged to provide this information when selling or renting the device.
Article 19 relates exclusively to the return of reusable packaging.
14. Retention of Proprietary Rights
All goods supplied by VWR remain the property of VWR until the customer has fulfilled all his obligations under the mutual business relationship.
If the customer reworks the goods supplied by VWR, VWR gains co-ownership of the newly created goods. All rights arising from the sale of goods owned by VWR have already been assigned by the purchaser to VWR as security for the extent of VWR's ownership interest in the goods sold. The buyer must immediately notify VWR of any violation of its rights to the property of which it co-owns, in particular of forfeitures and other confiscations. If the buyer does not fully fulfill his obligations towards VWR, he must return the goods to VWR upon request, without VWR rescinding the contract.
15. Non-Binding Advice
VWR advises its customers to the best of its knowledge and within the given possibilities, but without obligation, about application technology. This applies in particular to respecting any property rights of third parties. VWR's proposals do not relieve customers of the need to inspect the goods at their own risk to ensure they are fit for purpose.
16. Use of Products
Products supplied by VWR must be used in accordance with the manufacturer's documentation and specifications. Proper use is the sole responsibility of the customer. However, VWR is not allowed to sell some products (e.g. active substances) because VWR cannot meet the legal requirements as a distributor (e.g. the specifications of the EU directives on GMP in the field of medicines for humans and animals).
Therefore, the products supplied by VWR cannot be used as active ingredients in human or veterinary medicine. Before any intended use as a pharmaceutical, cosmetic, food additive, agricultural aid, pesticide or for domestic use, the local VWR sales organization should be contacted.
Customers intending to use the products for pharmaceutical, cosmetic, food or other purposes must carry out their own risk assessment and ensure compliance with local legal requirements and regulations (e.g. the European Pharmacopoeia).
VWR cannot be held liable under any circumstances if the customer uses the product for unintended purposes.
In addition, it is the sole responsibility of the customer to comply with relevant health, safety and other legal regulations and to take the necessary measures in connection with and during the storage, transport, sale and use of the product .
17. Applicable Law
The law of the Federal Republic of Germany applies to the contract. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply.
18. Place of Performance
The place of performance of VWR's obligations is the head office of the relevant branch or the branch of the corresponding branch from which the delivery is made. The place of fulfillment of the buyer's obligations, and especially of payment, is Ismaning.
19. Deposit system
Reusable packaging or containers ("reusable packaging") remain the property of the respective manufacturer and are only made available to the customer.
VWR reserves the right to charge a deposit for reusable packaging. The amount depends on the specifications of the relevant sub-supplier. The deposit amount will be fully refunded if the reusable packaging is returned intact, completely empty and with payment from the carrier.
In the event that the reusable packaging is not returned or is damaged and/or misused by the customer, the customer loses the right to a refund of the deposit amount. If VWR incurs cleaning or disposal costs as a result of reusable packaging not being completely emptied or used for other purposes, the Customer will reimburse these costs to VWR.
Darmstadt is the exclusive place of jurisdiction for all disputes arising from the contractual relationship if the buyer is a merchant, a legal entity under public law or a special fund under public law.
21. Invalidity of certain provisions
The ineffectiveness of some provisions does not affect the validity of other provisions.
VWR International GmbH, Darmstadt
Darmstadt commercial register, HRB 7359
Status: February 2016