The following General Terms and Conditions of Sale shall exclusively apply to all legal relationships with our Customers, including in particular to any inquiry, offer, or order unless expressly agreed otherwise in writing by an authorized representative of our company.

Customer's terms and conditions shall not be valid with respect to our contractual relations with the Customer, irrespective of whether they contradict these General Terms and Conditions of Sale in part or in full, whether they contain regulations that go above and beyond them, or whether we have expressly rejected them.
With its order, the Customer expressly accepts the exclusive application of these General Terms and Conditions of Sale. Should the Customer reject these General Terms and Conditions of Sale, the Customer shall immediately notify us in writing, in which case we can cancel the order without the Customer having any claims against us.

These General Terms and Conditions of Sale shall also apply to all future contractual relations with the Customer unless otherwise stated in writing.

1. Conclusion of Contract, Order

1.1. All offers made by the Company shall be without engagement. All orders and agreements and any amendments and addenda shall be legally binding for the Company only if confirmed by it in writing and signed or executed on behalf of the company. Silence shall not be deemed consent under any circumstances.

1.2. Any partial or complete transfer of an order to subcontractors shall be permissible at any time, and the Customer's consent thereto is hereby expressly given.

1.3. Unless otherwise agreed in writing, these General Terms and Conditions of Sale shall be deemed an integral part of possible framework agreements.

2. Price, Payment

2.1. All our prices are "ex works", exclusive of packaging and loading. Statutory VAT at the prevailing rate as well as any further taxes, fees, customs duties, and other charges at the time of delivery/service shall be borne by the Customer and will be charged additionally. The same applies to packaging and shipping costs, costs of any transport insurance to be contracted by the Company as well as any other costs in connection with contract performance. The Customer shall provide the Company with all documents required for the determination of taxes, fees, duties, charges and costs and for invoicing, for example shipping documents or export certificates. The Customer shall dispose of the packaging material. The Customer shall reasonably support the Company in performing the contract, including by providing plans, drawings, calculations or other information. The Company will perform on the basis of information on, among others, layout, machine and process specifications as well as legal requirements to be provided by the Customer to the Company prior to the Company’s offer.

2.2. Any cost increase subsequent to contract conclusion shall be charged to the Customer unless it is agreed that such costs shall be included in the price.

2.3. If in a framework agreement certain prices and/or terms are agreed upon, these prices and/or terms shall be under the explicit condition that circumstances affecting the price that are not controlled by the Company (such as e.g. producer/supplier prices, collective bargaining wages, shipping costs, etc.) will not change; if any change occurs, the Company may adequately adjust prices by immediate notification of the Customer. If the Customer does not agree therewith, the Company may rescind the framework agreement with immediate effect.

2.4. The agreed price shall be due for payment within the terms stated on our invoice, in case of services, completion of performance pursuant to clause 4., upon issue of an invoice by the Company, without any deductions and charges, in the agreed currency to one of the accounts indicated by the Company. Payment will be deemed effected on the day on which full payment has been credited to, and is freely disposable on, the Company's account. Checks and bills of exchange will be accepted by the Company in lieu of payment only upon separate agreement. Any fees and expenses connected therewith will be charged to the Customer. In case payment by Letter of Credit is agreed, the Customer shall open an irrevocable L/C to be confirmed by the Company's bank in accordance with the instructions by the Company and the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce as applicable at the time the contract was concluded.

2.5. The Customer shall not be entitled to any set-off or right of retention. 2.6. In case of payment arrears, interest on late payment is due to the Company in the amount of 8 percentage points over the 3-month EURIBOR as at the date payment is due.

2.7. All of the Company's claims shall be due immediately if terms of payment are not adhered to or if circumstances arise that in the opinion of the Company may reduce the Customer's creditworthiness. In such case, the Company shall be entitled to carry out outstanding deliveries and services against prepayment only or, subsequent to granting a reasonable grace period for prepayment or provision of an adequate security, to rescind the contract and claim damages for default. Furthermore the Customer, after having been informed in writing by the Company to that effect, shall be prohibited from processing or reselling the goods, and the Company may demand retransfer of the goods at the Customer's expense to which the Customer shall be deemed to have agreed already as of now.

3. Acceptance Inspection

3.1. To the extent an acceptance inspection has been agreed upon, the costs of material for the acceptance inspection, to be carried out during regular working hours at the production plant, shall be borne by the Company. The costs of staff in connection with acceptance inspection, such as expenses for travel and accommodation for the Customer's representative in charge of acceptance shall be borne by the Customer.

3.2. The Customer shall without delay declare acceptance or give notice of any defects. Upon acceptance or in the absence of such notice, delivery shall be deemed made in accordance with the contract. If acceptance is not on time or not complete, the Company shall be entitled, without acceptance, at the Customer's expense and risk, to ship or store the goods. Upon shipment or storage, the goods shall be deemed delivered and approved in accordance with the contract for all intents and purposes.

4. Delivery, Performance

4.1. Place of performance and transfer of risks and costs shall be at the respective production plant. Delivery is EXW Chester (or EXW other production plant if stated by the Company in writing) (INCOTERMS 2010).

4.2. Irrespective of clause 4.1 the means and route of transportation shall be determined by the Company. In this case, the Company shall determine the forwarding agent and/or the carrier.

4.3. Irrespective of the agreed manner of shipping, delivery shall be deemed completed upon making the goods available or performance at the respective production plant, upon which risks and costs shall be transferred to the Customer. The Customer shall obtain insurance adequately covering all risks in connection with transport, storage, and installation including start-up and test run.

4.4. Delivery times and dates are deemed to be approximate only. Delivery of up to four weeks earlier or later shall be deemed timely. Furthermore, observance of delivery times and dates shall be subject to Customer's observance of its contractual obligations such as payment and other terms. In case of advance performance agreed by the Customer, delivery times shall not begin before such performance has been affected. In case of unforeseen or extraordinary events, delivery times shall be extended accordingly.

4.5. In case of an acceptance delay or postponement of the delivery date requested or caused by the Customer, or in case the Customer defaults on its obligations (in particular on an obligation to provide security for payment, e.g. provide a bank guarantee or open an L/C), delivery and thus transfer of risks and costs shall be deemed completed upon making the goods available or upon performance, and the Company may demand full payment. At such time, irrespective of the agreed terms of delivery, all risks of damage, loss, or destruction of the goods etc. shall be transferred to the Customer. In accordance with the expected delay, the Company shall store or temporarily store or dispatch the goods in reasonable manner at the Customer's cost and expense. The Company may retain the goods until refund of such costs and expenses by the Customer.

4.6. The Company may substitute specifications, which are not suitable for the purpose of the contract by equivalent and suitable specifications. Upon amendments of and changes to specifications delivery times shall be extended accordingly. Any additional costs and expenses caused thereby shall be charged to the Customer. The Company may retain performance until refund of such costs and expenses by the Customer. The Customer shall check, and reasonably assist with, compliance of performance with local laws in the country of installation and start-up, and shall indemnify the Company against, and hold the Company harmless from, any claims of third parties or authorities in case of non-compliance or other deviations. All belts, machines, components and materials will be engineered in accordance with EU directives in the metric system and with physical parameters that are technically possible and suitable for the intended use.

4.7. In case of delay of delivery, the Customer shall grant the Company a reasonable grace period, which shall be at least 10 business days.

4.8. The Customer shall not be entitled to reject partial deliveries.

5. Warranty

5.1. For determining whether the condition of the goods or performance is as agreed in the contract, the time of availability at the production plant or completion of performance shall be decisive.

5.2. The Company undertakes to remedy defects affecting usability in accordance with the following provisions provided they are defects of material (except material was provided by the Customer) or manufacturing, a notice of defects pursuant to clause 5.3. has been filed timely and warranty is claimed within six months from availability or performance. After expiry of the six month period, liability for defects, whatever the reason may be, shall be excluded. Services or deliveries due to warranty claims shall not extend the original warranty period. Only the Customer may file warranty claims.

5.3. Notice of defects must be received by the Company in writing without delay following receipt of the goods or of performance, in case of earlier acceptance or earlier agreed time of delivery or performance without delay thereafter (except to the extent of a negligent default by the Company), and with regard to hidden defects without delay following discovery, and the Customer shall immediately suspend any processing or resale of the goods.

5.4. Burden of proof that delivery or performance was defective already upon availability is always on the Customer.

5.5. Any of the Customer's warranty claims shall be subject to fulfillment of all its payment and other contractual obligations.

5.6. The warranty claim shall be limited at the Company's option to repair or replacement of the delivered goods or performance within a reasonable period or to a price reduction. Excluded from warranty shall be defects and damages due to the Customer's negligent or improper treatment or use of the goods or performance. The Company does not accept any liability with respect to suitability for a specific use. The Company shall only warrant such properties of the delivered goods or performance as the parties have explicitly agreed on in writing. All explanations by the Company or his representatives regarding usability of the goods or performance, in digital or other form, shall not be binding at any time and shall not constitute any covenant with respect to certain properties. The mechanical and physical properties indicated in brochures and flyers shall be solely understood as reference values. Furthermore the Company shall not warrant any feasibility, return or result. Any parts subject to wear and tear shall be excluded from any warranty. The Company's warranty shall be excluded in case of use of materials and products by the Customer which is not envisaged by the Company. Any warranty or similar claims shall be terminated immediately if attempts at eliminating defects of the delivery have been made by the Customer or a third party without prior written consent by the Company. Generally, any repair or assembly not performed by the Company shall be performed at the Customer's own risk, and the Company shall not have any liability in any respect.

5.7. If the Customer fails to let the Company review a claimed defect (in particular by making the rejected goods or samples thereof immediately available), all warranty claims shall be terminated.

6. Intellectual Property

Any intellectual property rights in connection with the contract goods, components and processes (including patents, brands, designs, copyrights, know-how and commercial, technical and process information) shall be exclusively the Company's, and the Customer shall not have any rights with respect thereto except the contractually permitted right of use, and in particular the Customer shall not have any wider license or other right. The Company shall have the exclusive right to use or otherwise exploit such rights and to register, or apply for registration of, such rights or protect or preserve them otherwise.

The Company shall only warrant that the goods are free from any encumbrance of the goods with respect to intellectual property rights of third parties if and to the extent expressly confirmed in writing and subject to the entire construction being based on an unchanged specification of the Company. In any event, the liability of the Company shall be limited with the order value. Otherwise the Customer undertakes to hold the Company harmless from, and indemnify the Company against, any and all claims in the event of an infringement of third party rights. To the extent the use of intellectual property rights is required for performance, the Customer shall procure such legal use for the operating activity.

7. Copyright

The Company reserves all rights, in particular copyrights as well as any rights of use, with respect to all project and delivery documents and similar items including designs, offers, and projects, and drawings, sketches, layouts and descriptions related thereto. Even if these documents do not originate from the Company, these documents or similar items shall not be used by the Customer in a manner beyond the purpose of the contract. They shall be immediately returned to the Company upon request.

8. Confidentiality

The Customer shall not at any time, directly or indirectly, use any confidential information of the Company or disclose it to any third party, except as required by the ordinary and usual use of the goods or services. The Customer shall take all necessary precautions to maintain confidential information of the Company in confidence under all circumstances, including but without limitation, procuring that where confidential information is disclosed to employees or other persons, the disclosure shall be made only under a confidentiality obligation and only for the direct purpose of their activity. Upon termination of the agreement, termination of the cooperation or termination of the procurement, the Customer shall return confidential information to the Company and permanently delete electronic confidential information; the Customer shall not have any right of retention. This clause shall remain effective for an indefinite period of time including after termination of the contract.

9. Reservation of Title

9.1 Until complete payment of the purchase price, the delivery shall remain the property of the Company. The Customer shall comply with the formal requirements for the Company's reservation of title and perform any publication, registration, and other formal requirements; in case of failure to do so, the Customer shall indemnify the Company against and hold the Company harmless from all costs, damages or losses that might arise from such failure.

9.2. The Customer may sell a delivery where title was reserved only in the ordinary course of business and at regular terms and conditions and only if not in default. This is permitted only if the Customer validly agrees with its buyers upon an extended reservation-of-title clause and that resale claims shall be assigned and transferred to the Company for security purposes. In case of resale, the extended reservation of title shall only expire subject to complete payment by the Customer's buyers and receipt of payment due by the Customer to the Company. The Customer shall have no right to dispose otherwise of a delivery where title was reserved.

9.3. All claims of the Customer against buyers that might arise from the resale of a delivery where title was reserved shall herewith be assigned and transferred to the Company for security purposes. The Customer shall add an appropriate note to the claims in its books (list of payables) and/or notify the third-party debtor. The Company shall also be entitled to notify third-party debtors about the assignment. The Customer's assignment to the Company shall terminate in each case only after all claims of the Company against the Customer have been paid in full.

9.4. The Company's assertion of title reservation shall not be deemed a rescission of the contract.

10. Force Majeure

The occurrence of unforeseeable events or events beyond the control of the parties, in particular all instances of force majeure, shall entitle the Company to an extension of delivery times according to the nature and duration of these circumstances and their consequences, and the Customer shall not have any claims therefrom, in particular to rescind the contract or damage claims. In such circumstances, however, the Company shall be entitled to complete or partial cancellation of an order, and the Customer shall not have any claims therefrom.

11. Liability and Compensation

11.1. The Company's liability shall be excluded in case there is no fault of the Company or in cases of ordinary negligence and simple gross negligence and shall be limited to direct damages of the delivery only. In particular, any liability for consequential losses (e.g. production losses), other losses, lost profits, or other damages or costs shall be excluded.

11.2. Furthermore, the Company's liability shall be limited with third-party liability insurance coverage and with the order value.

11.3. Any liability for representatives shall be limited as set out above.

11.4. The above limitation of liability shall also apply to non-mandatory product liability claims. If compensation is made by the Customer based on the PHG or similar product liability laws, refund by the Company shall be excluded. The Customer shall indemnify the Company against, and hold the Company harmless from, any claims and legal actions in connection with the use or resale of the goods, in particular if based on product liability.

12. Rescission of Contract

12.1 In addition to the rights granted to the Company by law or contract, the Company shall have the right to rescind the contract without granting a grace period if assets of the Customer become subject to insolvency proceedings or if an insolvency filing has been rejected due to a lack of sufficient assets for the proceedings or if the Customer suspends payments or proposes a settlement or moratorium to all creditors or to a number of creditors. The Company may further suspend delivery or service if the Customer fails to fulfill its obligations timely.

12.2. The Company shall have the right to rescind the contract at any time before delivery or service in case there was a substantial error in its cost estimate or price information. In such cases, the Customer shall have no claims against the Company.

13. General

13.1. Any statement including any amendment of these terms and conditions shall be made in writing and in the English or German language.

13.2. Any challenge of a contract by the Customer due to error or gross disparity shall be excluded.

13.3. If individual provisions of these General Terms and Conditions of Sale are invalid or unenforceable, all other provisions of these General Terms and Conditions of Sale shall remain valid and enforceable. The Customer agrees that we shall replace such invalid or unenforceable provisions with valid and enforceable and economically and legally equivalent provisions. The same applies to possible omissions.

13.4. The INCOTERMS 2010 as effective at the time of contract conclusion shall apply, unless otherwise stated in the contract or in these General Terms and Conditions of Sale.

14. Place of Jurisdiction, Applicable Law

14.1. Any dispute from or in connection with the contractual relations with the Customer shall be finally settled by the courts of law within the UK and within UK jurisdiction, and the Company may refer the case to other courts of law having jurisdiction over the Customer.

14.2. All legal relations with the Customer shall be governed by and shall be construed in accordance with English substantive law without giving effect to the principles of conflict of laws thereof. Application of the UN Convention on Contracts for the International Sale of Goods (UNCITRAL) shall be excluded.

Get in Touch

Biogen Systems Ltd
Thornton Science Park
Pool Lane
Ince
Chester
Cheshire
CH2 4NU

+44 (0)1244 568 976

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