Terms and Conditions
1. Scope of Application
These General Terms and Conditions (GTC) apply to all deliveries and services provided by new_diagnostics GmbH, particularly in relation to yeast-based assays and yeast biosensor systems and related products. They apply exclusively to business customers within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. Conflicting or deviating terms of the customer shall not apply unless expressly acknowledged in writing by new_diagnostics GmbH.
2. Subject of the Contract
new_diagnostics GmbH is the solely distributer for the innovative yeast-based assay, biosensors and related products for the determination of endocrine and hormonal effects in various sample types. These products are intended for the use in environmental water quality monitoring, food safety quality control and many more.
3. Conclusion of Contract
A contract is formed upon written confirmation of the customer's order, explicit acceptance of an offer, or fulfillment of the delivery. All offers by new_diagnostics GmbH are non-binding unless expressly designated as binding.
4. Prices and Payment Terms
All prices are quoted in euros, net ex works, excluding applicable VAT, shipping costs, and any customs duties or import fees. Unless otherwise agreed, invoices are payable without deductions within 14 calendar days of the invoice date.
5. Delivery, Shipping, and Transfer of Risk
Deliveries are made ex works from the registered office/laboratory of new_diagnostics GmbH. Risk is transferred to the customer upon handover to the shipping carrier. Partial deliveries are permitted if reasonable for the customer.
6. Retention of Title
Delivered goods remain the property of new_diagnostics GmbH until full payment of all outstanding claims arising from the business relationship.
7. Product Usage
The use of the products distributed by new_diagnostics GmbH is strictly limited to research and routine applications purposes only.
The use of all products for therapeutic or diagnostic procedures on humans is prohibited!
The propagation of the yeast cell biosensors in the customers lab for the purposes of temporary storage, strain maintenance, and the execution of experimental work aligned with the intended use is not allowed and must be covered in a separate agreement.
Any transfer to third parties is prohibited without the express consent of new_diagnostics GmbH.
The use of yeast cell biosensors is restricted only specified for the indented purpose and every work must be carried out in BSL1 laboratories.
Any extension of the usage period must be communicated to new_diagnostics GmbH in due time, and no later than seven days before the end of the agreed period.
8. Warranty
new_diagnostics GmbH warrants that its products comply with the agreed specifications at the time of dispatch. The customer is obliged to inspect the goods upon receipt and report any visible defects in writing within 7 business days. In the case of justified complaints, new_diagnostics GmbH will, at its discretion, provide a replacement or issue a credit.
If the Buyer can prove beyond doubt that a product of new_diagnostics GmbH, particularly the yeast cell biosensors, does not comply with the specifications or functionalities, although the handling was carried out without deviations according to the instructions of new_diagnostics GmbH, the corresponding product will be replaced by new_diagnostics. A prerequisite for the replacement is individual clarification of the facts.
9. Liability
new_diagnostics GmbH shall only be liable for damage caused intentionally or by gross negligence. In cases of ordinary negligence, liability is limited to breach of essential contractual obligations and to the typical foreseeable damage. Liability for indirect or consequential damages, including loss of profit, is excluded. Liability under the German Product Liability Act remains unaffected.
10. Confidentiality
Both parties agree to treat all confidential information obtained during the business relationship as strictly confidential and to use it solely for the purpose of fulfilling the contract.
11. Data Protection
The processing of personal data is carried out in accordance with the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). For further details, please refer to our privacy policy at [Insert website link].
12. Place of Fulfillment, Jurisdiction, and Governing Law
The place of fulfillment for all services is the registered office of new_diagnostics GmbH. The exclusive place of jurisdiction, to the extent permitted by law, is [Insert jurisdiction], Germany. German law shall apply exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
13. Severability Clause
If any provision of these GTC is found to be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced with a valid one that most closely reflects the intended commercial purpose.