The following terms and conditions apply to every order received by KNAUER and every delivery of goods. This holds as well in case of contradictory buying conditions of the purchaser. Exceptions are only valid when confirmed by KNAUER in writing. Purchase orders are only binding if confirmed by KNAUER in writing.
Deliveries are due and payable, net, within 30 days of invoice date or in advance. Deductions are not allowed. Foreign deliveries must be paid by irrevocable letter of credit or in advance. All bank and transfer fees must be paid by the customer. The consequences arising out of delay are due to statutory provisions. Payments are due irrespective of an eventual notice of defect, except such defects are evidently justified.
Delivery dates are not binding unless expressly stated in the contract as binding dates. Delay in delivery requires a written reminder and an adequate additional grace period set by the customer. KNAUER is only liable for claims for damages under the requirements of no. 6.
Condition for any warranty claim is the immediate inspection of the goods upon delivery, and complaint towards and damage assessment together with the carrier, and an immediate written complaint to KNAUER. The complaint must be made within five workdays in case of visible defects or losses.
Delivery is made at the customer's own risk. As soon as the goods leave KNAUER's plant the risk of accidental loss, destruction or deterioration passes to the customer.
The warranty for osmometers and liquid chromatography instruments is limited to one year, excluding glass breakage, damages due to stoppage and consumable materials such as membranes, light bulbs, columns, bushings, gaskets and valves. KNAUER's liability shall be restricted to the replacement of defective material or repair only. Transportation costs are borne by the customer. In case of failure of replacement or repair the customer may demand a reduction in price or cancellation of the contract with respect to the defective material. The customer has to inspect the goods delivered immediately and shall immediately give written notification of any defects to KNAUER, in case of non-obvious defects within 10 working days after delivery at the very latest.
The liability of KNAUER shall be restricted to intentional acts and acts of gross negligence and compensation shall only be due for direct, foreseeable damages. Liability for breach of a material, essential duty of the contract, liability because of personal injury, liability according to the stipulations of the German Law on Product Liability and liability for the lack of the condition of the contract goods guaranteed by KNAUER remain unaffected.
KNAUER shall not be liable for the infringement of third party rights founded on industrial or other intellectual property caused by the use of the delivered goods. The customer is fully responsible for the products manufactured with the goods. In particular KNAUER is not obliged to indemnify and hold harmless the customer from all claims raised by third parties based on the infringement of their industrial or intellectual property rights by the use of the goods.
The ownership of the goods shall remain with KNAUER until payment in full for all our claims resulting from our business relation is received. In case of improper treatment of the goods or in case of default KNAUER may demand the return of the delivered goods. This demand entails resignation of the contract only if KNAUER declares it explicitly.
Resellers are allowed to sell the goods to third parties in due course of the business. The customer herewith assigns his resale claims against third parties to KNAUER.
Instruments and products delivered by KNAUER may not be exported to a country other than of the customer's headquarters without KNAUER's prior written permission.
The place of performance is Berlin. Proper venue for all claims is the competent local court at KNAUER's principal place of business - Berlin. KNAUER reserves the right to sue the customer at his principal place of business.
This agreement shall be governed by the laws of the Federal Republic of Germany excluding the UN-Convention on the International Sale of Goods (CISG).