Terms and Conditions of Sale and Delivery of EKF-diagnostic GmbH

Article 1 - Preamble


These Terms and Conditions of Sale and Delivery shall apply to all supplies and services of EKF-diagnostic GmbH where the purchaser is a businessman (Section 14 of the German Civil Code), a legal entity under public law or a special asset under public law. Any opposing or additional terms and conditions of the purchaser shall be expressly excluded; such conditions shall only become part of a contract if EKF-diagnostic GmbH has expressly declared its consent to the inclusion of such conditions under a separate agreement.

Article 2 - Offer and Acceptance of Order


1. Offers of EKF-diagnostic GmbH shall be without engagement and non-binding; they shall be understood to be a request to the purchaser to submit a contract offer.

2. All documents included in the offer, such as illustrations, drawings, weights and dimensions, shall only be deemed approximate specifications under consideration of customary tolerances, unless they are expressly identified as binding documents by EKF-diagnostic GmbH.

3. The contract shall be deemed concluded only if EKF-diagnostic GmbH has accepted the contract offer of the purchaser (order or purchase order) in the form of an order confirmation or if the purchaser received the ordered goods within 14 days from the date of placement of order or by confirming a quote made by EKF –diagnostic GmbH within the offer period.

Article 3 - Price, Terms of payment, Compensation for damages


1. If not expressly provided otherwise, the agreed prices shall apply ex-works, including loading, but excluding packing, shipment and insurance costs. Any costs for packing, shipment and insurance shall be borne by the purchaser.

2. The price shall be the amount indicated in the price list of EKF-diagnostic GmbH valid at the time of placing the order, unless another price has been expressly agreed, plus the VAT – if applicable – valid at the time of conclusion of contract.

3. Unless individually agreed otherwise, invoices of EKF-diagnostic GmbH shall be due and payable in full fourteen (14) days after the invoice date to the account indicated in the invoice. For contracts with purchasers domiciled outside the Federal Republic of Germany, the Republic of Austria as well as Switzerland, the following provision applies: "delivery against advance payment". The costs for transferring the invoiced amount shall be borne by the purchaser. Payment is deemed to be perfected at the time the due amount is credited in the account of EKF-diagnostic GmbH.

4. Payment by bill of exchange and / or cheque shall be only accepted on account of performance and only pursuant to explicit agreement in advance. The purchaser shall bear any costs incurred, such as discount and exchange charges, etc.

5. If the solvency of the purchaser deteriorates during the period from the date of contract conclusion to the date of delivery or if EKF-diagnostic GmbH becomes subsequently aware that there is substantiated reason to doubt the solvency of the purchaser, EKF-diagnostic GmbH shall be entitled

a) to require payment before the agreed date of payment;

b) to retain outstanding supplies until full payment has been received;

c) to require payment for accepted bills of exchange before their expiry

6. The purchaser shall not be entitled to offset against payment claims of EKF-diagnostic GmbH, unless his claims are admitted or assessed by non-appealable judgment. The purchaser shall only have rights to refuse performance and rights of retention if they arise from the same contractual relationship.

7. EKF diagnostic-GmbH reserves the right to charge an administrative fee of 10,- EUR as well as an interest at 9% above the base interest rate of the German Bundesbank per annum, but not less than 10% per annum, after the first reminder notice for each additional reminder.

Article 4 - Delivery Period


1. EKF-diagnostic GmbH shall comply with its obligations hereunder within the agreed period.

2. Unless expressly agreed otherwise, this period shall commence upon conclusion of contract. If EKF-diagnostic GmbH requires documents of the purchaser or any permission or release for performing the order, or other information by the purchaser or if advance payment has been agreed, the period shall commence only after the documents, permissions, releases, information or the advance payment have been received by the EKF-diagnostic GmbH.

3. The delivery period shall be deemed complied with, if the goods are handed over to the transport organization for carriage to final destination before expiry of said period or if EKF-diagnostic GmbH notified the purchaser of the readiness to ship.

4. If delivery of EKF-diagnostic GmbH is delayed for reasons not attributable to EKF-diagnostic GmbH, such as Force Majeure, illness, strike, etc., the delivery period shall be extended accordingly. This shall also apply if sub-suppliers of EKF-diagnostic GmbH are affected by such events. The purchaser shall not be entitled to claim damages in such case.

5. If shipment is delayed on purchaser's request or due to purchaser’s default, the purchaser shall refund to EKF-diagnostic GmbH any costs incurred as a result of such delay, in particular storage costs. Storage costs in the premises of EKF-diagnostic GmbH shall be not less than 0.5% of the net order value per each month. If a reasonable grace period has been set and lapsed in vain, EKF-diagnostic GmbH shall be entitled to dispose the goods in its discretion and supply goods to the purchaser within a period reasonably extended.

Article 5 - Shipment, Transfer of Risk, Insurance


1. The goods shall be shipped and transported at purchaser's expense and risk.

2. The risk shall be transferred to the purchaser not later than upon dispatch of the goods, even if part-shipment has been agreed or EKF-diagnostic GmbH has agreed to provide also other services, such as shipping costs or delivery and installation. If explicitly requested by the purchaser and only if separately agreed, EKF-diagnostic GmbH shall take out an insurance of the consignment to cover theft, breakage, transport, fire and water damage as well as other insurable risks.

3. If shipment is delayed due to reasons attributable to the purchaser, the risk shall be transferred to the purchaser on the date of readiness for dispatch; however, EKF-diagnostic GmbH shall be obliged to procure insurance cover if and as requested by the purchaser at purchaser's expense.

4. The purchaser shall be obliged to take delivery of goods delivered in conformity with the contract.

5. If the goods are found to be damaged or lost, the purchaser shall cause the carrier to record the facts immediately. In the event of damage or loss EKF-diagnostic GmbH shall be furnished proper proof of the transport damage.

Article 6 - Retention of Title


1. The purchaser shall be revocably entitled at any time and under due consideration of the provisions below to process and sell the delivered goods in the ordinary course of business.

2. EKF-diagnostic GmbH retains title of the delivered item until it has received all payments under the relevant contract with the purchaser. The retention of title shall apply for the recognized balance. If payment by cheque / bill of exchange has been agreed, this retention shall also extend to the encashment / discharge of the bill of exchange accepted by EKF-diagnostic GmbH and shall not lapse by crediting the cheque received by EKF –diagnostic GmbH.

3. The purchaser shall work up or process delivered goods only for EKF-diagnostic GmbH. If goods are mixed or combined such that the portion of the purchaser is deemed the main portion, the parties agree that the purchaser shall transfer co-title to EKF-diagnostic GmbH in the new goods in proportion to its contribution. On purchaser's request EKF-diagnostic GmbH undertakes to release any security due to it to the extent the value of the claims secured - if not yet paid for - is exceeded by more than 20%.

4. The goods subject to retention of title shall only be disposed in the normal and ordinary course of business and to the extent claims from resale have not been assigned to any party before. Upon conclusion of contract any claims due to the purchaser resulting from the resale of goods shall be deemed assigned to EKF-diagnostic GmbH, also if the goods subject to retention of title are combined with other objects or are processed. In such case the assigned claims serve to provide security only to the amount of value of the goods subject to retention of title that have been sold. As long as the purchaser meets his payment obligations, EKF-diagnostic GmbH shall not collect any assigned claims; the purchaser shall still be entitled to collect such claims. On request of EKF-diagnostic GmbH the purchaser shall be obliged to name third-party debtors and inform them about such assignment.

5. The purchaser shall inform EKF-diagnostic GmbH immediately about any third-party action against the goods delivered under retention of title or any assigned claims.

6. In the event of any violation of contract by the purchaser, in particular delayed payment, EKF-diagnostic GmbH after withdrawing from the contract shall be entitled to take back, and the purchaser shall be obliged to return, the delivered goods.

Article 7 - Warranty


1. Claims of the purchaser for defects in the goods supplied shall become statute-barred after 12 months. This shall not affect the limitation of claims for reimbursement of expenses as provided under sections 478 paragraph 2, 479 paragraph 1 of the German Civil Code, and suspension of expiration as provided by section 479 paragraph 2 of the German Civil Code. Moreover, the provisions of the sections 2 to 4 below shall exclusively apply to contracts other than for the purchase of consumer goods as provided by sections 474 to 479 of the German Civil Code.

2. The warranty period under sub-clause 1 above shall not apply if the purchaser has knowingly been deceived EKF-diagnostic GmbH about a defect or a defect has been intentionally concealed. In such case the statutory warranty periods shall apply. The same shall apply if EKF-diagnostic GmbH, one of its legal representatives or vicarious agents commit an act of gross negligence or wilful intent and/or an injury to life, body or health has occurred and/or to the extent the EKF-diagnostic GmbH has assumed guarantee for a respective condition of the goods in the specific case.

3. Unless an obligation of EKF-diagnostic GmbH to remedy defects has been excluded by contract, EKF-diagnostic GmbH shall be free to remedy such defect by reworking or replacement free of charge. In case of replacement the defective goods shall be returned to EKF-diagnostic GmbH. If the defect cannot be remedied or if any reworking or replacement is deemed to have failed, the purchaser, in his own discretion, may claim a price reduction or withdraw from contract. A remedial action shall be deemed failed if reworking or replacement is impossible or unreasonably delayed by EKF-diagnostic GmbH, if there is substantiated reason to doubt the success of such action, or if it is unreasonable for other reasons.

4. The purchaser in consultation with EKF-diagnostic GmbH shall grant EKF-diagnostic GmbH the appropriate time and opportunity for reworking and replacement as may be deemed necessary. The purchaser shall be entitled to remedy the defect himself, or have it remedied by others, only in cases of emergency, such as endangered operational safety, for averting unreasonably great damage, or if EKF-diagnostic GmbH is in default regarding the remedy of such defect, and claim refunding of the necessary costs from EKF-diagnostic GmbH.

5. The purchaser shall be subject to the duty of investigation and complaint as provided by section 377 of the German Commercial Code. A complaint shall contain any information known to the purchaser that might be useful for identifying the defect. He shall take any reasonable measure to facilitate the identification of defects and their causes.

Article 8 - Liability of the EKF-diagnostic GmbH


1. Liability of EKF-diagnostic GmbH shall be excluded to the extent damage has been caused by slight negligence. However, if the damage in the above case has been caused by violation of material contractual duties, so-called “cardinal duties” (necessary condition for proper performance of the contract and on whose fulfillment the purchaser, therefore, may routinely rely), in particular such duties the violation of which endangers the attainment of the contract's purpose, the liability of EKF-diagnostic GmbH - in contrast to the provision above - shall not be fully excluded but shall be limited to the damage typically foreseeable for this type of contract up to a maximum amount of EUR 1 million for injury to persons and damage to property as well as EUR 150.000,- for financial losses.

2. Limitation of liability under sub-clause (1) above shall not apply in case of injury to life, body or health and/or if EKF-diagnostic GmbH has assumed a respective guarantee and/or to the extent the product liability law applies.

3. In addition, limitation of liability under sub-clause (1) above shall exclude any claims for reimbursement of expenses for sales of consumer goods as provided under section 478, paragraph 2 of the German Civil Code.

Article 9 - Data Protection, Advertisement


1. Complying with the legal regulations of data protection EKF-diagnostic GmbH will collect, process, store and use personal data of the purchaser to the extent necessary for establishing, negotiating or amending the contractual relationship or settling assumed liabilities. Personal data shall be: company, name, first name, address, telephone number, telefax number, e-mail address and banking details, tax identification number, and, if applicable, sales tax identification number and business identification number. The purchaser shall be entitled to revoke his consent to collecting and using personal data in the future.

2. Any estimates of costs, drawings and other documents submitted by EKF-diagnostic GmbH shall remain the property of EKF-diagnostic GmbH and shall fall under its intellectual property rights. The purchaser may use such estimates of costs, drawings and other documents only for their contractually agreed purposes. Any disclosure of documents to third parties or any other use shall only be permissible upon prior approval of EKF-diagnostic GmbH.

3. Evaluation or disclosure of the business relations with EKF-diagnostic GmbH in publications or for advertising purposes shall only be permissible upon prior express approval of EKF-diagnostic GmbH.

Article 10 ­ Final provisions


1. The place of performance and the exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be Magdeburg (Germany).

2. These provisions shall be governed by the law of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and without giving effect to the conflict of law rules.

3. The contract language shall be English.

4. If any term of this Agreement is or becomes or is held to be to any extent illegal, otherwise invalid, or incapable of being enforced, all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. The same applies in cases of an unintended gap. 

 

Terms and Conditions of Sale and Delivery of EKF Diagnostics dba Stanbio Laboratory

U.S. Distributor General Information


Customer Service                                                                                                                                                      
Stanbio's Customer Service Department is available by phone, fax or e-mail to place orders or to request shipping information.                                                                                                                                      
Address: 1261 North Main Street, Boerne, Texas 78006
Toll Free: 1-800-531-5535 (U.S.A. only)  
Main Telephone:  (830) 249-0772 (worldwide)                   
Fax:  (830) 249-0851
E-mail: orders@stanbio.com                                                                                                                                                                                                      

Inside Sales / Call Center                                                                                                                        
Inside Sales Representatives can help answer general sales or technical questions about our products. Contact the Inside Sales Department at their toll-free number: 1-866-STANBIO (1-866-782-6246) U.S.A. only.                                                                                                                                              

Ordering Information
For faster service when placing an order, please include the following information:
1.  Purchase Order Number
2.  Product Catalog Number(s) / Product Description(s) 
3.  Quantity Per Item
4.  Complete Ship To Address / Complete Bill To Address
5.  Preferred Method of Shipping / Freight Forwarder
6.  Requested Ship Date                                                                               

Shipping Information
Orders are shipped EX WORKS (EXW) Boerne, Texas.  A variety of freight carriers are used in order to provide the quickest and most economical mode of transportation.  Stanbio will utilize a particular carrier only when specified by the customer. Refrigerated products are shipped via two (2) day delivery service Monday through Wednesday or, if requested by the customer, via overnight service on Thursdays. Frozen products are shipped via an overnight service Monday through Thursday. Additional charges apply to shipments containing hazardous material.

Minimum Order
Stanbio requires a minimum order of $250.00.

Drop Ship Orders
At the distributor's request, Stanbio will drop ship and charge a "drop ship fee" of $25.00 to the distributor.

Price & Product Changes
All product specifications and packaging sizes are subject to change without notice.  Stanbio Laboratory reserves the right to amend prices or to discontinue products and sizes without prior notification.

Payment Terms                                                                                                                                               
Payment terms are In Advance, Credit Card or Net 30 Days with approved credit.  Payment can be made via wire transfer, company check, bank draft, money order, letter of credit (irrevocable & confirmed) or by Visa, MasterCard, or American Express credit cards. Open account requires that full payment be made before or at account term.  Unpaid balances will incur late charges of One and one-half percent (1.5%) per month until paid.  Delinquent accounts will be placed on credit hold until full payment is received.  Freight, handling and insurance charges are prepaid and added to customer invoice. When sending a check payment by mail, send it to P.O. Box 907, San Antonio, TX, USA  78294-0907.

Product Toxicity and Hazardous Goods
Stanbio Laboratory products should be handled only by qualified individuals trained in Good Laboratory Practices and familiar with the potential hazards of handling reagents. All Stanbio products are shipped with appropriate labeling and Safety Data Sheets (SDS) are available. All SDS describe, to the best of Stanbio's knowledge, any potential handling issues. Any absence of warning must not be interpreted as an indication of safety, nor does it preclude a potential health hazard. Due care should be exercised with any and all Stanbio products to prevent contact and ingestion.

Technical Service                                                                                                                                                       
Stanbio's knowledgeable and dedicated Quality Assurance Department stands ready to help answer your technical questions. Call 1-800-531-5535 and be prepared to provide information including product reference no., control no., and expiration date.                                                                                                                               

Return Policy                                                                                                                                                               
Stanbio Laboratory guarantees all of its products to perform according to the parameters found in their respective package inserts, until the expiration date.  Any product found not to perform up to these standards will be replaced without charge.  Stanbio Laboratory is not responsible for products that are held past the expiration date or not stored properly.  A Return Goods Authorization (RGA Number) MUST be obtained from Stanbio's Quality Department before any product can be returned for non-performance.  Any product received due to an error on the part of Stanbio Laboratory may be returned for replacement or credit immediately after receiving authorization from Stanbio's Customer Service Department. Please report any item/quantity discrepancies to our Customer Service Department within five business days from receipt of product. Damages due to shipping should be reported directly to the carrier.  Due to FDA compliance issues and GMP controls, any item(s) shipped as a result of customer error may not be returned for credit.  Goods determined returnable by Stanbio Laboratory will be subject to a 15% restocking fee to partially cover the cost of the Quality Assurance procedures Stanbio Laboratory must perform on all returned products.

 

General Information


Customer Service                                                                                                                                                      
Stanbio's Customer Service Department is available by phone, fax or e-mail to place orders or to request shipping information.                                                                                                                                      
Address: 1261 North Main Street, Boerne, Texas 78006
Toll Free: 1-800-531-5535 (U.S.A. only)  
Main Telephone:  (830) 249-0772 (worldwide)                   
Fax:  (830) 249-0851
E-mail: orders@stanbio.com                                                                                                                                                                                                      

Inside Sales / Call Center                                                                                                                        
Inside Sales Representatives can help answer general sales or technical questions about our products. Contact the Inside Sales Department at their toll-free number: 1-866-STANBIO (1-866-782-6246) U.S.A. only.                                                                                                                                              

Ordering Information
For faster service when placing an order, please include the following information:
1.  Purchase Order Number
2.  Product Catalog Number(s) / Product Description(s) 
3.  Quantity Per Item
4.  Complete Ship To Address / Complete Bill To Address
5.  Preferred Method of Shipping / Freight Forwarder
6.  Requested Ship Date                                                                               

Shipping Information
Orders are shipped EX WORKS (EXW) Boerne, Texas.  A variety of freight carriers are used in order to provide the quickest and most economical mode of transportation.  Stanbio will utilize a particular carrier only when specified by the customer. Refrigerated products are shipped via two (2) day delivery service Monday through Wednesday or, if requested by the customer, via overnight service on Thursdays. Frozen products are shipped via an overnight service Monday through Thursday. Additional charges apply to shipments containing hazardous material.

Price & Product Changes
All product specifications and packaging sizes are subject to change without notice.  Stanbio Laboratory reserves the right to amend prices or to discontinue products and sizes without prior notification.

Payment Terms                                                                                                                                               
Payment terms are In Advance, Credit Card or Net 30 Days with approved credit.  Payment can be made via wire transfer, company check, bank draft, money order, letter of credit (irrevocable & confirmed) or by Visa, MasterCard, or AmericanExpress credit cards. Open account requires that full payment be made before or at account term.  Unpaid balances will incur late charges of One and One-half percent (1 1/2%) per month until paid.  Delinquent accounts will be placed on credit hold until full payment is received.  Freight, handling and insurance charges are prepaid and added to customer invoice. When sending a check payment by mail, send it to P.O. Box 907, San Antonio, TX, USA  78294-0907.

Distributors
Stanbio Laboratory products are sold through a carefully selected group of Medical Supply Dealers. Contact our Customer Service Department for the name of the authorized Stanbio dealer in your area.

Product Toxicity and Hazardous Goods
Stanbio Laboratory products should be handled only by qualified individuals trained in Good Laboratory Practices and familiar with the potential hazards of handling reagents. All Stanbio products are shipped with appropriate labeling and Safety Data Sheets (SDS) are available. All SDS describe, to the best of Stanbio's knowledge, any potential handling issues. Any absence of warning must not be interpreted as an indication of safety, nor does it preclude a potential health hazard. Due care should be exercised with any and all Stanbio products to prevent contact and ingestion.

Technical Service                                                                                                                                                       
Stanbio's knowledgeable and dedicated Quality Assurance Department stands ready to help answer your technical questions. Call toll-free in the USA 1-800-531-5535 or from outside the USA + (830) 249-0772 and be prepared to provide information including product reference no., control no., and expiration date.                                                                                                                              

Return Policy                                                                                                                                                               
Stanbio Laboratory guarantees all of its products to perform according to the parameters found in their respective package inserts, until the expiration date.  Any product found not to perform up to these standards will be replaced without charge.  Stanbio Laboratory is not responsible for products that are held past the expiration date or not stored properly.  A Return Goods Authorization (RGA Number) MUST be obtained from Stanbio's Quality Department before any product can be returned for non-performance.  Any product received due to an error on the part of Stanbio Laboratory may be returned for replacement or credit immediately after receiving authorization from Stanbio's Customer Service Department. Please report any item/quantity discrepancies to our Customer Service Department within five business days from receipt of product. Damages due to shipping should be reported directly to the carrier.  Due to FDA compliance issues and GMP controls, any item(s) shipped as a result of customer error may not be returned for credit.  Goods determined returnable by Stanbio Laboratory will be subject to a 15% restocking fee to partially cover the cost of the Quality Assurance procedures Stanbio Laboratory must perform on all returned products.