1. The following General Terms and Conditions of Business and Delivery shall apply to all deliveries, services and offers of MORPHISTO GmbH (hereinafter abbreviated to "Morphisto" "Morphisto GmbH", "we" or "us" or the grammatical variants) in the version valid at the time of conclusion of the contract. With the conclusion of the contract, the buyer (hereinafter also referred to as "customer") acknowledges their exclusive validity. The following terms and conditions apply to all business relations between Morphisto GmbH and the purchaser, even if their validity has not been expressly agreed again.
2. Other terms and conditions of the buyer which contradict or deviate from the following terms and conditions of business and delivery shall not become part of the contract, even if the delivery is carried out without reservation.
3. Changes or additions to the following conditions, including this clause, would require a written agreement to be effective.
1. The customer's order is binding if it has not been effectively revoked. Morphisto GmbH will accept the order within two weeks by sending an order confirmation in text form or the goods. The order confirmation of Morphisto GmbH defines the content and scope of delivery of the contractual relationship in a legally binding manner.
2. Many chemicals may only be supplied to hospitals, research institutes and professional users with appropriate expertise. The supply of such chemicals is subject to proof of professional use and the necessary expertise - Morphisto is free to assess these circumstances.
1. The delivery on the basis of orders takes place by dispatch to the customer by calculation, cash on delivery or against cash in advance. Delivery times stated in offers and orders are non-binding. If binding delivery dates have been agreed, the following shall apply:
a. Delivery dates or delivery periods require the express written approval of Morphisto GmbH. The customer may set a reasonable grace period for the performance of the contract at the earliest two weeks after the occurrence of the delay in delivery.
b. In case of force majeure, industrial action, fire or other circumstances for which Morphisto GmbH is not responsible, the agreed period shall be extended for the duration of the event. If the event lasts longer than two months, the contracting parties may withdraw from the contract in each case.
c. The prerequisite for compliance with an agreed delivery period is the timely fulfilment of the contractual obligations assumed by the purchaser, in particular the performance of the agreed payments. The defence of non-performance of the contract remains reserved.
2. The scope of delivery is determined by the order confirmation of Morphisto GmbH. Partial deliveries are possible as far as this is reasonable for the buyer.
3. The dispatch of the goods takes place at the risk of the customer. Morphisto GmbH is free to choose the transport company and the type of means of transport. If the dispatch of the ordered goods is delayed due to circumstances for which the purchaser is responsible, the risk of accidental loss of the goods to be delivered shall pass to the purchaser at the earliest possible time of dispatch (readiness for dispatch of the goods). If the goods to be delivered are accidentally lost during the Buyer's default of acceptance, Morphisto GmbH shall be released from its delivery obligation. The buyer's counter-performance obligation remains in full force and effect. Any costs arising from the default of acceptance shall be borne by the purchaser.
4. The customer is obliged to inspect the goods delivered by Morphisto GmbH immediately after delivery and to notify Morphisto GmbH in writing of any existing defects and deviations of the delivered goods from the ordered goods immediately after receipt of the goods. Complaints made against carriers or third parties do not constitute a formal complaint against Morphisto.
5. The products delivered by Morphisto GmbH comply with the specifications given in the product overview. Statements regarding suitability refer exclusively to the contractual quality of the products.
6. The buyer has to examine himself whether the ordered commodity is suitable for the purpose intended by him. It is the exclusive responsibility of the buyer to observe the relevant guidelines, regulations and laws when using the delivered goods, in particular chemicals. Morphisto GmbH assumes no liability for the use of the goods by the buyer or for the compliance with any regulations by the buyer.
7. Changes in the composition or the form of the ordered goods, which are based on the improvement of the recipe, the technology or on the basis of legal changes, remain reserved during the delivery period, provided that the delivery item is not substantially changed and the change is reasonable for the customer.
1. The buyer is obliged in accordance with § 3 paragraph 4 under the conditions listed there to complain received goods as defective or quantitatively incorrect.
2. Defects which are asserted by the purchaser contrary to the above obligation to examine and give notice of defects are excluded from the warranty.
3. The existence of such a detected defect, notified by effective notice of defect, gives rise to the following rights of the buyer:
a. If a material defect or defect of title exists, Morphisto GmbH is entitled, at its own discretion, to choose subsequent performance in the form of elimination of the defect or delivery of a defect-free item. In the case of production with a limited shelf life, this period shall be reduced to the minimum shelf life in the open state. The buyer shall not be entitled to a specific type of subsequent performance. If the purchase price has not been paid in whole or in part, Morphisto GmbH may make subsequent performance dependent on the purchaser paying a reasonable part of the purchase price, taking into account the claimed defect. Natural wear and tear or deterioration in quality caused by the substance shall in any case be excluded from the warranty. In order to remedy the defect, the customer must make the object of the contract available for collection in a ready-to-ship package at our option and send it to us at our expense. The time of the transfer of risk must be proven.
b. Only if the subsequent performance fails shall the purchaser have the right to withdraw from the contract or to reduce the purchase price appropriately.
c. The purchaser is entitled, at his option, to reduce the purchase price or to withdraw from the contract and to claim damages instead of performance in accordance with the provisions in § 5 if Morphisto GmbH seriously and finally refuses subsequent performance in accordance with § 4 or if the type of subsequent performance chosen by Morphisto GmbH has failed or is unreasonable for the purchaser or the purchaser has unsuccessfully set a reasonable deadline for subsequent performance.
d. Subsequent performance shall be deemed to have failed after the second unsuccessful attempt if nothing to the contrary results from the nature of the item, the defect or the other circumstances. In the event that a rework or replacement delivery is made on the basis of a justified notice of defect, the provisions on the delivery time under § 3 shall apply accordingly.
4. If the customer unjustifiably withdraws from an order, Morphisto GmbH is entitled to claim 10% of the agreed net sales price as a lump sum for the costs incurred by processing the order and for any compensation items, irrespective of the possibility of claiming higher actual damages. The customer reserves the right to prove a lesser damage. In the customer order for this specially manufactured goods are basically excluded from the withdrawal possibility. For courses, lectures, seminars and further training events, separate cancellation provisions apply, which are sent to the customer with the registration confirmation and to which reference is expressly made.
5. Error correction or replacement by Morphisto GmbH shall only constitute an acknowledgement of the defect if this has been expressly declared by Morphisto GmbH. We shall be entitled to invoice the customer separately for the inspection of a defect in the subject matter of the contract for which we are not responsible under the warranty according to the amount of work involved and in accordance with customary cost rates. In this case, the packaging and shipping costs shall also be borne by the customer.
6. The warranty for sales to customers who are not consumers (§ 6 para. 1 sentence 2 of these General Terms and Conditions) is one year from the start of the statutory limitation period.
7. One year after the beginning of the statutory limitation period, warranty claims of the purchaser shall become statute-barred for the delivery of used contractual objects in accordance with the contract.
8. The warranty for products whose natural shelf life or usability is less than one year (e.g. special buffers, special solvents) shall be limited to a period of time in which experience has shown that the shelf life or usability for the contractually owed purpose can be assumed to be in accordance with the product-specific transport and storage circumstances and under permanent observance of these.
9. We assume no liability for samples sent to us for processing. Excluded are in particular claims for damages in the event of lost samples or samples destroyed in the course of processing processes, unless they are based on gross negligence or intent or a breach of an essential contractual obligation.
10. Morphisto's obligation to deliver and the Buyer's obligation to perform in return as well as all claims of the Customer for reimbursement of expenses, damages and the like shall lapse if the object owed by Morphisto under the contract or its essential or specific components cannot be procured from sub-suppliers due to circumstances for which Morphisto is neither premeditated nor grossly negligent, or cannot be procured from sub-suppliers on reasonable terms.
1. Morphisto GmbH shall only be liable for damages resulting from an intentional or grossly negligent act or breach of duty of its legal representatives, employees or vicarious agents if such a limitation of liability can also be effectively agreed within the framework of general terms and conditions.
2. Claims for damages against Morphisto GmbH shall only exist in accordance with the following provisions, unless otherwise stipulated in these General Terms and Conditions or in mandatory statutory provisions.
a. Morphisto GmbH shall be liable in accordance with the statutory provisions for damages resulting from injury to life, body or health which are based on an intentional or negligent breach of duty by one or more of its legal representatives, employees or vicarious agents as well as for other damages which are based on an intentional or grossly negligent breach of duty by one or more of its legal representatives, employees or vicarious agents.
b. Morphisto GmbH owes damages or reimbursement of expenses incurred by the customer in accordance with the statutory provisions if damage is due to the breach of a guarantee for the quality of the object of purchase assumed by Morphisto GmbH or if one or more of the legal representatives, employees or vicarious agents of Morphisto GmbH have negligently breached an obligation which is of essential importance for achieving the purpose of the contract.
c. Morphisto GmbH shall be liable in the same way if one or more of its legal representatives, employees or vicarious agents have negligently violated an obligation to respect the rights, legal interests and interests of the customer and if the performance by Morphisto GmbH can no longer be reasonably expected of the purchaser.
d. In the cases described here, the amount of the Buyer's claim for damages shall be limited to the foreseeable damage typical for the contract. In any case, compensation for consequential damages, such as loss of profit, is excluded.
3. In the event of a delay in delivery by Morphisto GmbH, the Buyer shall only be entitled to assert claims for damages if a grace period of at least two weeks set by the Buyer after the occurrence of the delay has elapsed fruitlessly and the delay in delivery is the fault of Morphisto GmbH. If Morphisto GmbH is responsible for a delay in delivery, the buyer's claim for damages shall be limited to compensation for the pecuniary loss incurred in the amount of the foreseeable damage typical for the contract. Further claims for damages by the buyer due to delayed delivery as well as claims for damages instead of performance are excluded.
4. A change in the burden of proof to the disadvantage of the buyer is not associated with the above provisions. Liability limitations within the scope of these general terms and conditions do not apply to claims of the buyer according to the German Product Liability Act.
1. A consumer is entitled to a right of revocation in accordance with the statutory provisions. A consumer is any natural person who concludes a legal transaction for a purpose that cannot be attributed to either his commercial or his self-employed professional activity (§ 13 BGB).
2. Further rights of revocation and return - in particular for non-consumers - are excluded unless otherwise provided herein or in mandatory statutory provisions.
3. Open chemicals, services ordered and already started by us (in particular sample processing), unsealed software or software or files made available online are excluded from revocation in any case.
1. The Morphisto GmbH is entitled to withdraw from the contract, if the customer
a) contrary to the assumption existing prior to the conclusion of the contract, the buyer is not creditworthy. This can be accepted without further ado in the event of cessation of payment by the purchaser or an unsuccessful enforcement attempt against the purchaser. This can also be assumed if it turns out that the buyer has made incorrect statements with regard to his creditworthiness;
b) if the goods subject to Morphisto's retention of title are otherwise sold or disposed of in the regular course of business of the Buyer, in particular by way of transfer by way of security or pledging. Exceptions to this are only possible if Morphisto has given its written consent to this sale or disposal.
2. A right of withdrawal shall also exist if there is no statutory right of withdrawal in accordance with the provisions of the German Civil Code (BGB).
1. Each item delivered by Morphisto GmbH remains the property of Morphisto GmbH until full payment of the purchase price.
2. In the event of conduct on the part of the customer which is in breach of contract, in particular default in payment, we shall be entitled to take back the goods after issuing a reminder and the customer shall be obliged to surrender the goods.
3. The assertion of the retention of title as well as the seizure or personal possession of the delivery items by us shall not be deemed withdrawal from the contract unless this has been expressly declared by us in writing.
4. The following shall also apply in the case of use vis-à-vis merchants, a legal entity under public law or a special fund under public law:
a. The customer is entitled to resell the delivery items in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the purchase price agreed between us and the customer (including value added tax) which accrue to the customer from the resale, irrespective of whether the delivery items are resold without or after processing. The customer is authorized to collect these claims after their assignment. Our authority to collect the claims ourselves remains unaffected; however, we undertake not to collect the claims as long as the customer duly meets his payment obligations and is not in default of payment. If this is the case, however, we may demand that the customer discloses the assigned claims and their debtors, provides all information required for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
b. The processing or transformation of the goods by the customer is always carried out for us. If the delivery items are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery items to the other processed items at the time of processing.
c. If the delivery items are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery items to the other mixed items. The customer shall hold the co-ownership in safe custody for us.
d. The customer may neither pledge the delivery items nor transfer them by way of security. In the event of seizure, confiscation or other dispositions by third parties, the customer must notify us immediately and provide us with all information and documents required to safeguard our rights. Enforcement officers or a third party must be informed of our ownership.
e. If the realisable value of the securities granted to us permanently exceeds our claims under the contract, we shall be obliged, at the customer's request, to release the excess securities at our discretion.
1. Our prices apply in principle to delivery without installation, assembly, installation or installation from the warehouse of our company headquarters; exclusive of packaging and dispatch, the costs of which we incur are to be borne additionally by the customer.
2. We reserve the right to increase the prices before delivery of the goods in accordance with the cost increases specified in the meantime by the manufacturer or legislator (in particular turnover tax) or due to fluctuating raw material prices or the purchase of external services with regard to the production of Morphisto GmbH goods in the case of contracts with a delivery period of more than 4 months. If the increase amounts to more than 5% of the agreed price, the customer has the right to terminate the contract. The customer must assert this right of termination immediately after notification of the price increase.
3. The purchase price and the fees for ancillary services shall be due at the time of transfer of risk (§ 3). Invoices are to be paid without deduction unless separate terms of payment have been agreed. In the event of default, we shall be entitled to demand default interest in the amount of 5 percentage points above the respective base interest rate. In the case of legal transactions in which a consumer is not involved, the interest rate for payment claims shall be eight percentage points above the base interest rate.
4. If the customer is a merchant, a legal entity under public law or a special fund under public law, the withholding of payments due to any counterclaims of the customer not recognised by us shall not be permitted, nor shall offsetting against such counterclaims.
5. Offers contained in brochures, advertisements etc. are - also with regard to price quotations - subject to confirmation and non-binding. We shall be bound for four weeks by offers drawn up especially for customers.
6. The price list has been compiled with the greatest care. Nevertheless, we cannot rule out errors and mistakes. We therefore assume no liability or guarantee for article descriptions, illustrations and the indicated prices. The prices in the price list are guide prices and refer to the indicated stand. Later changes by manufacturers may have to be taken into account and may lead to price deviations.
1. The place of performance shall be the registered office of the Company. Place of jurisdiction is Frankfurt am Main.
2. For all disputes arising from the contractual relationship, if the customer is a merchant, a legal entity under public law or a special fund under public law, the action shall be brought before the court having jurisdiction for our head office. We are also entitled to sue at the customer's headquarters.
3. German law applies exclusively.
The customer declares his agreement with the fact that we store and automatically process his personal data within the scope of the business relations to the extent necessary for the execution of the contract.
The buyer is obliged to inform Morphisto GmbH of any special dangers arising from the use of the delivered goods which become known to him.
1. Transfers of rights and obligations of the customer arising from the contract concluded with us require our written consent in order to become effective.
2. Should a provision be or become void, the validity of the other provisions shall remain unaffected. The parties undertake, however, to replace the void or ineffective provision by an effective provision which is equivalent in economic effect to the void or ineffective provision.
3. Collateral agreements, amendments and supplements are only valid if they are confirmed in writing by our employees.
4. The customer must ensure that chemicals handed over to him are properly stored and only used by instructed persons. The instructions contained in the general safety data sheets apply. The instructions there apply only to professional users.
5. the passing on of chemicals purchased by us to third parties is exclusively at the sole responsibility of the customer and is subject to the statutory regulations. In the case of resale abroad (export), the statutory provisions for export in accordance with the Chemicals Prohibition Ordinance must be complied with.
Information on online dispute resolution pursuant to Art. 14 para. 1 ODR-VO: The European Commission provides a platform for Online Dispute Resolution (OS), which can be found at http://ec.europa.eu/consumers/odr/ .
Morphisto Evolutionsforschung und Anwendung GmbH is prepared to participate in dispute resolution proceedings before a consumer arbitration board. The responsible consumer arbitration board is the general arbitration board of the center for arbitration registered association, Strassburger road 8, D-77694 Kehl am Rhine, telephone: 07851 / 7957940, telefax: 07851 / 7957941, E-Mail: mail(at)verbraucher-schlichter.de, Website: www.verbraucher-schlichter.de; Morphisto evolution research and application GmbH is ready to take part in dispute settlement procedures before this consumer arbitration board.
subject to alterations