General Terms and Conditions

General Terms and Conditions

 

Applicability of the Terms and Conditions

 

These General Terms and Conditions (hereinafter referred to as "GTC") shall apply to all contracts concluded between Fine Science Tools GmbH, Vangerowstraße 14, 69115 Heidelberg, Germany, Mannheim Local Court, HRB 334671 ("Fine Science Tools") and the customer acting exclusively as an entrepreneur (the "customer"; Fine Science Tools and the customer are jointly referred to as the "contracting parties"), via this online store as well as to all agreements and offers outside this online store, unless agreed otherwise explicitly by written agreements between Fine Science Tools and the customer. They shall also apply to all future sales transactions, deliveries, services and offers. The following GTC shall only apply if the customer is an entrepreneur (Section 14 of the German Civil Code, BGB), a legal entity under public law or a special fund under public law. An entrepreneur means a natural or legal person or a joint partnership with legal personality that is acting in the exercise of its commercial or independent professional activity when concluding the contract.

 

Applicable is the version of these GTC valid at the time of conclusion of the respective contract.

 

Deviating or supplementary terms and conditions of the customer or third parties shall not be recognized by Fine Science Tools and shall therefore not become part of the contract, even if Fine Science Tools does not object thereto. If Fine Science Tools refers to a letter that contains or refers to any other terms and conditions, this does not constitute consent to the applicability of those terms and conditions. Only if Fine Science Tools explicitly agrees in writing to the validity of other terms and conditions, these will be applicable.

 

Assurances, collateral agreements or other contractual amendments requested by the customer shall only be valid if explicitly confirmed in writing by Fine Science Tools.

 

Use of the Online Store

 

The customer can order goods or services in the online store as registered user or as guest. As registered user, the customer does not have to enter his personal data each time but can login to his customer account before or during an order with his e-mail address and the password freely chosen by him during registration.

 

To place and process an order as guest, the customer must provide the following data:
– First and last name of the contact person
– Company name or name of the university
– E-mail address
– Telephone number
– Postal address (street, house number, zip code, town/city)
– VAT ID no.

 

If the customer wishes to create a customer account, he must provide the data specified in clause 2.2 and a password of his choice. If the personal information changes, the customer is responsible for updating it in the customer account. All changes can be made online after login under "My Account".

 

Offer, Conclusion and Content of Contract

 

The contract shall be concluded in German.

 

The following provisions apply to contracts concluded outside the online store:

 

The offers of Fine Science Tools are always subject to change and non-binding. Drawings, illustrations, dimensions, weights and other technical performance data are only binding if they have been expressly agreed.

 

The order of the goods by the customer shall be deemed a binding contractual offer. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 14 days of its receipt by Fine Science Tools.

 

Contracts shall only be concluded when Fine Science Tools accepts the offer either by written confirmation (e.g. by confirmation of order) or by delivery of the goods.

 

In the online store, the following provisions apply in deviation from clause 3.2.

 

The presentation and advertising of goods in the online store by Fine Science Tools does not constitute a binding offer to conclude a contract.

 

The customer can select goods from the product range of the online store and collect them in a virtual shopping cart by clicking on the corresponding button. The customer can view the contents of the shopping cart at any time and use the functions provided to remove, add or change items. Thereafter, the customer has the option to enter or select his billing address, a delivery address and the payment method. This data can be viewed on an overview page and adjusted using the edit function. By clicking on the button "Order with obligation to pay" (“Zahlungspflichtig bestellen”), the customer submits a binding offer to conclude a purchase contract after having accepted the General Terms and Conditions as a mandatory part of the contract by setting a check mark. Before submitting the order, the customer is given the opportunity to change his entries and correct input errors. The customer is bound to his offer for two weeks after submission of the offer.

 

After receipt of the customer's order by Fine Science Tools, the customer will immediately receive a confirmation of receipt, confirming the receipt of his order. However, this is not the declaration of acceptance. The contract is only concluded when Fine Science Tools accepts the customer's offer by means of a declaration of acceptance, which is sent by separate e-mail, or by delivery of the goods.

 

If delivery of the goods ordered by the customer is not possible, for example because the respective goods are not in stock, Fine Science Tools will not issue a declaration of acceptance. In this case, no contract is concluded. Fine Science Tools will immediately inform the customer and refund any payments already received immediately.

 

In the e-mail in which the declaration of acceptance is sent, or in a separate e-mail, but no later than upon delivery of the goods, the text of the contract, consisting of the order, the GTC and the confirmation of order, will be sent to the customer on a durable medium (e-mail or paper printout) (contract confirmation). The text of the contract is stored by Fine Science Tools in compliance with data protection laws; however, it is not accessible to the customer.

 

Prices and Delivery Costs

 

The prices of offers and the price lists of Fine Science Tools outside the online store are understood to be unpackaged and in European currency (EURO), excluding VAT and excluding shipping costs and insurance. In the online store, all prices are exclusive of the applicable statutory VAT.

 

The shipping and transport costs as well as the costs for transport insurance requested by the customer shall be borne by the customer.

 

The agreed fees and prices exclude any and all direct or indirect taxes, tariffs, levies, customs duties, fees and/or other fiscal charges of whatsoever nature (including, but not limited to, corporate taxes, stamp duties, acquisition taxes, withholding taxes, registration taxes, import duties, turnover taxes, social security contributions, etc.) (hereinafter collectively referred to as the “Taxes”) that may arise, be levied or assessed under any applicable law in connection with any services and/or deliveries specified in the contract to be concluded between the contracting parties or with respect to any payments to be made under such contract. (i) If and to the extent that such Taxes arise, are imposed on the customer, assessed and become due, the customer undertakes to pay all such Taxes directly to the collecting authority and to take responsibility for them. (ii) If and to the extent that such Taxes arise and are imposed on Fine Science Tools, a carrier assigned by Fine Science Tools or a supplier of Fine Science Tools, Fine Science Tools will invoice the customer respectively and the customer will pay, or reimburse, any such Taxes to Fine Science Tools.

 

If Fine Science Tools fulfils the customer's order by partial delivery pursuant to clause 7.1, the customer shall only bear the shipping costs for the first partial delivery. If the partial delivery is made at the request of the customer, shipping costs are incurred for each partial delivery and must be borne by the customer.

 

Terms of Payment

 

For contracts concluded outside the online store, the purchase price is due within 30 calendar days from invoicing and delivery or acceptance of the goods. However, Fine Science Tools is entitled at any time, including in the context of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. Fine Science Tools will declare a corresponding reservation at the latest with the confirmation of order.

 

Deviating from clause 5.1, the purchase price in the online store is due immediately upon conclusion of the contract.

 

Invoices for repairs and other service invoices are due immediately upon receipt of the invoice.

 

Delivery Periods

 

The delivery period will be agreed upon individually. Otherwise, the delivery period is two (2) weeks from conclusion of the contract.

 

The occurrence of a delay in delivery by Fine Science Tools shall always require a reminder by the customer, even if a binding delivery period has not been met.

 

If a binding delivery period cannot be met for reasons for which Fine Science Tools is not responsible (non-availability of the service), Fine Science Tools shall inform the customer of this immediately and at the same time inform the customer of the expected new delivery period. If the service is also not available within the new delivery period, Fine Science Tools shall be entitled to withdraw from the contract in whole or in part; any consideration already provided by the customer shall be reimbursed immediately. A case of non-availability of the service in this sense is in particular the failure of Fine Science Tools' suppliers to deliver to Fine Science Tools on time if Fine Science Tools has concluded a congruent hedging transaction, if neither Fine Science Tools nor its suppliers are at fault or if Fine Science Tools is not obliged to procure in the individual case.

 

Fine Science Tools is not liable for the impossibility of delivery or for delays in delivery if these are caused by force majeure or other events that unforeseeable at the time of the conclusion of the contract (e.g. riots, strikes, lockouts, terrorism, war, fire, flooding, storms, explosions, natural disasters, pandemics, epidemics, plagues, official measures) for which Fine Science Tools is not responsible. If such events make delivery or service by Fine Science Tools significantly more difficult or impossible and if the hindrance is not only temporary, Fine Science Tools is entitled to withdraw from the contract. In the event of hindrances of a temporary nature, the delivery or service schedule shall be extended or the delivery or service dates postponed by the period of the hindrance plus a reasonable start-up period.

 

Delivery, Shipping, Packaging

 

Fine Science Tools is entitled to make partial deliveries, provided that the partial delivery can be used by the customer within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured, and the customer does not incur significant additional expenses or costs as a result.

 

The following delivery restrictions apply: Fine Science Tools only delivers to delivery destinations within the European Union, in Norway, the United Kingdom, Israel, Russia, Turkey or Switzerland.

 

Delivery shall be made by insured shipping.

 

Unless otherwise agreed, Fine Science Tools determines the type and scope of packaging. The choice of packaging is made in accordance with due care and reasonable discretion. Disposable packaging shall become the property of the customer.

 

Warranty, Defects

 

Fine Science Tools shall be liable for material defects and defects of title pursuant to the applicable statutory provisions, in particular pursuant to Sections 434 et seq. BGB, unless otherwise stipulated below. In all cases, the special statutory provisions for final delivery of the unprocessed goods to a consumer shall remain unaffected, even if the consumer has further processed them (recourse against suppliers pursuant to Section 478 BGB). Claims arising from a recourse against suppliers are excluded if the defective goods have been further processed by the costumer or another entrepreneur, e.g. by installation into another product.

 

The delivered goods are to be inspected carefully immediately after delivery to the customer or the third party designated by the customer. They are regarded as approved by the customer with regard to obvious defects or other defects which would have been recognizable during an immediate, careful inspection if Fine Science Tools does not receive a written notice of defects within seven (7) working days of delivery. As regards other defects, the delivered items are regarded as approved by the customer if Fine Science Tools does not receive the notice of defects within seven (7) working days of the time when the defect became apparent; however, if the defect was already apparent at an earlier point in time during normal use, this earlier point in time shall be decisive for the commencement of the notification period.

 

If the delivered item is defective, Fine Science Tools may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by supplying a non-defective item (replacement delivery). Fine Science Tools' right to refuse subsequent performance subject to the statutory requirements remains unaffected.

 

The warranty period for goods delivered by Fine Science Tools is twelve (12) months.

 

The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs as well as, if applicable, removal and installation costs, shall be borne or refunded by Fine Science Tools in line with the legal provisions, provided that a defect actually exists. Otherwise, Fine Science Tools can demand compensation from the customer for the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognizable to the customer.

 

Return upon a Request for Subsequent Performance

 

The customer is requested to use, if possible, the original packaging when returning the goods, even if this has been damaged by opening for functional testing. The customer is not obliged to do so, but by returning the goods in the original packaging he can prevent Fine Science Tools from claiming compensation for lost value due to the missing original packaging.

 

The customer is requested to enclose an order reference (e.g. a copy of the delivery note) and an accompanying note describing the problem encountered when returning the goods. The customer is not obliged to choose the cheapest shipping method. However, if the customer chooses a more expensive shipping method, he may be obliged to bear the higher costs compared to the cheaper shipping method under certain circumstances.

 

Retention of Title

 

Fine Science Tools retains title to the goods sold until full payment of all current and future claims of Fine Science Tools arising from the purchase contract and an ongoing business relationship (secured claims).

 

The goods subject to retention of title shall not be pledged to third parties or assigned as security before full payment of the secured claims. The Customer shall notify Fine Science Tools immediately in writing if an application for insolvency proceedings is filed or if the goods belonging to Fine Science Tools are seized by third parties (e.g. attachments).

 

The customer shall be entitled to process and resell the reserved goods in the ordinary course of business until the event of realization pursuant to Section 10.7 occurs.

 

In the event of resale of the reserved goods, the customer hereby assigns to Fine Science Tools by way of security the resulting claim against the purchaser - in the event of joint-ownership of the reserved goods by Fine Science Tools in proportion to the co-ownership share. The same shall apply to other claims that replace or otherwise accrue with respect to the reserved goods, such as insurance claims or claims in tort in the event of loss or destruction. Fine Science Tools revocably authorizes the customer to collect the claims assigned to Fine Science Tools in its own name. Fine Science Tools may only revoke this direct debit authorization in the event of liquidation.

 

If third parties seize the reserved goods, in particular by attachment, the customer shall immediately inform them of Fine Science Tools' ownership and notify Fine Science Tools thereof to enable Fine Science Tools to enforce its ownership rights. If the third party is not able to reimburse Fine Science Tools for judicial or extra-judicial costs incurred in this connection, the customer shall be liable vis-à-vis Fine Science Tools for such costs.

 

Fine Science Tools shall release the reserved goods as well as the items or claims replacing them once their value exceeds the amount of the secured claims by more than 10%. Fine Science Tools may choose the items to be released.

 

If Fine Science Tools withdraws from the contract in the event of a breach of contract by the customer, in particular default of payment by the customer (enforcement event), Fine Science Tools shall be entitled to demand return of the reserved goods.

 

Liability

 

Fine Science Tools shall be liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, body or health.

 

In cases of slightly negligent breach of a material contractual obligation, the fulfillment of which is essential for the proper performance of this contract and on the observance of which customers regularly rely and may rely ("cardinal obligation"), Fine Science Tools shall be liable limited to the occurrence of the damage foreseeable at the time of conclusion of the contract and typically occurring. Clause 11.1 remains unaffected.

 

In the cases covered by Clause 11.2, the liability of Fine Science Tools is limited to half of the respective order value of the individual contract. Indirect and consequential damages including loss of profits are excluded.

 

Unless expressly agreed otherwise, any further liability of Fine Science Tools is excluded.

 

The above liability provisions shall apply accordingly to the conduct of and claims against the employees, legal representatives and vicarious agents of Fine Science Tools.

 

The provisions of the Product Liability Act remain unaffected.

 

Rights of Set-off and Retention

 

The customer shall only be entitled to offset Fine Science Tools' claims against legally enforceable or undisputed claims.

 

The customer shall have rights of retention only if his claim has been legally determined or is undisputed and is based on the same contractual relationship.

 

Copyright and References

 

Fine Science Tools has copyright or other rights of use to all images, films and texts published in the online store. Any use of the images, films and texts is not permitted without the express consent of Fine Science Tools.

 

Fine Science Tools is entitled to name the customer as a reference customer in its marketing materials, on its website and verbally.

 

Place of Jurisdiction, Place of Performance, Miscellaneous

 

The customer requires the prior written consent of Fine Science Tools for any assignment of the customer's rights under this contract. Section 354a of the German Commercial Code (HGB) remains unaffected.

 

Contracts between Fine Science Tools and the customer shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

 

The exclusive jurisdiction for all disputes arising from contractual relationships between Fine Science Tools and the customer is Fine Science Tools' registered office in Heidelberg. However, Fine Science Tools is also entitled to sue at the place of performance of Fine Science Tools' obligation or at the customer's general place of jurisdiction. The place of performance is Heidelberg.

 

If any provisions of this contract are or become ineffective or invalid or contain a loophole, the validity of the other provisions remain unaffected. In the event that non-mandatory law is not available or the application of non-mandatory law would lead to an unacceptable result, the ineffective or invalid provision shall be replaced by an effective provision whose effects come as close as possible to the economic objective which the contracting parties pursued with the ineffective or invalid provision. Insofar as one or more provisions of this contract contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of this contract and the purpose of this contract if they had been aware of the loophole.