General Terms and Conditions
All business transactions between RECIPE and the customer, such as quotations, sales and shipments, are - subject to any future change - exclusively regulated by the following terms and conditions.
All business transactions between RECIPE and the customer, such as quotations, sales and shipments, are – subject to any future change – exclusively regulated by the following terms and conditions. Agreements differing from these conditions have to be stipulated in writing. Other agreements, especially the customer’s Terms and Conditions, are not applicable, regardless of whether or not RECIPE has explicitly rejected them. These terms apply to business entities as regulated under § 310 Chapter 1 BGB (German Civil Code).
The price list effective at the date of order placement is applicable. Insurance, transportation and other cost, such as system and software installation, will be covered by the recipient and will be indicated as separate items on the invoice. Prices are ex-works RECIPE, Munich, Germany. The transportation on dry ice is charged with Euro 20,–.
3. Terms of Delivery
The shipping dates indicated by RECIPE are not binding, unless otherwise agreed in writing. RECIPE shall not be liable in cases of Force Majeure, interruption of operations, strike and other disturbances beyond RECIPE’s reasonable control, and shall be released from a delivery obligation for the duration of the disturbance and its consequences. In case RECIPE will not meet a scheduled delivery date, the customer may set an appropriate delivery deadline. Should RECIPE not adhere to this deadline, the customer is entitled to withdraw from the contract. Shipments are ex-works RECIPE, Munich, Germany. The handover of goods to the forwarder or other transporting entity marks the transfer of risk from RECIPE to the customer. In case there is no specific shipping instruction by the customer, RECIPE will choose an appropriate forwarder or transporting entity. Risk is also being transferred on to the customer, in the case he wishes to continue storing the goods at the RECIPE warehouse after the scheduled delivery date.
4. Terms of Payment
Invoices are payable net, without any deductions, within 20 days of the invoice date, if not agreed otherwise. Statutory provisions concerning the consequences of a delay in payment are in effect. Setoff shall only be admissible with undisputed or legally effective or approved counterclaims. The customer is only entitled to right of retention if and when his claim is based on the same contractual relationship.
5. Reservation of Ownership
The goods delivered remain property of RECIPE until all receivables are fully settled, including also due amounts for previous shipments. The customer may re-sell the goods via proper business transactions. However, already at the time of sale he will assign to RECIPE all claims, which will arise against his buyers or third parties. The customer remains entitled to collect all claims, as long as he has no due payments to settle with RECIPE. The customer is obliged to immediately pass on to RECIPE any incoming payments. Any processing or modification by the customer should should at all times be on behalf of RECIPE. If the goods are processed or modified together with items not belonging to RECIPE, we aquire joint ownership on the new product in relation to the product’s value considering all other items used at the time of processing. For such processed or modified new product the same regulations apply as for the goods which are subject to retention of title. In case the retained goods are compounded with items not belonging to RECIPE, we aquire joint ownership on the new product in relation to the product’s value considering all other items used for the modification. If the new compound integrates items in a way that the final product must be considered as the customer’s, the customer shall assign proportional joint ownership to RECIPE and thus retains the joint or sole ownership on behalf of RECIPE.
The buyer is obliged to immediately claim any apparent defects related to the quantity or condition of the delivered goods by indicating order date, delivery and invoice number and lot/serial numbers. Latent defects should be reported immediately upon discovery. The statutory warranty regulations are the following:
- Defects in partial shipments can only be claimed for the partial shipment, not for the whole order
- RECIPE may correct any defects by rectification or a replacement shipment. In case the customer is entitled tocompensation of the damage instead of service within the warranty regulation, our liability is limited to the predictable, typically occurring damage
- No warranty can be claimed for goods which show only minor deviations to the agreed quality, as long as these deviations do not particularly interfere with the regular use of the product. The same applies for normal wear and tear, and for chemical, electrochemical and electrical influences. Warranty can not be claimed, after the product was modified or repaired with spare parts or consumables not supplied or recommended by RECIPE. Warranty does not apply to materials made of glass, wear parts and fuses.
Rectifications or replacements are carried out without acknowledgement of any legal obligation and do not interrupt the warranty period.
7. Damages, Liability
In accordance with statutory regulations RECIPE’s liability for damages is limited to cases of intent and neglect on the side of RECIPE employees and representatives. Provided that we are not accused of a wilful breach of contract, our liability for damages shall be restricted to foreseeable, typically occurring damages. In accordance with statutory regulations, RECIPE is liable in case of culpably violating essential contractual obligations; liability in this case is limited to foreseeable, typically occurring damages. Essential contractual obligations are those necessary for achieving the objective of the contract and the compliance in which the customer can regularly trust. Any further liability of RECIPE is excluded without consideration of the legal nature of the asserted claim (i.e. claims due to culpa in contrahendo or tort claims for damage compensation). Liability for culpable harm to life, body or health remains unaffected; this applies also to the liability mandated under the ProdHaftG (German Product Liability Law).
8. Return Material
Return goods, which were already delivered according to contractual provisions, require our consent. All diagnostic reagents, especially items which need to be stored in cooled or frozen conditions, are excluded from return..
The customer is obliged to abide by the contents of export licence and other pertinent rules and confirms to be familiar with the relevant export and customs regulations. In case of reselling goods abroad, all pertinent export regulations must be complied with. Any resale abroad of RECIPE products therefore needs to be explicitly approved and products must be shipped in their original packaging. For any resale abroad, the buyer is obliged to inform RECIPE when placing the order at the latest. For a resale after the order placement, the buyer needs to obtain RECIPE’s explicit approval.
10. Jurisdiction, Applicable Law, Severability Clause
The place of jurisdiction for all disputes is Munich, Germany, and the laws of the Federal Republic of Germany shall apply. The CISG (United Nations Convention on Contracts for the International Sale of Goods) is not applicable. Should any of these terms become fully or partially void, the validity of the other provisions shall remain unaffected. The invalid term shall be replaced by a provision that comes closest to the commercial impact of the invalid one.
11. Data Protection
According to art. 6 section 1 b DSGVO RECIPE is entitled to process (in detail: to file, survey organize, arrange, save adapt, modify, select, request, use, disclose by transmission, distribution or other form of provision, to match, link, limit, delete or destroy) the principal ́s personal data in terms of art. 4 section 1 DSGVO. This personal data, which is necessary for the performance of a contract with the principal or for the implementation of pre-contractual arrangements upon the principal’s request. The principal, who is herewith taking note of his personal data being processed as described above, is entitled to obtain information about his personal data stored in RECIPE, according to art. 15 DSGVO, and he is also entitled to object to direct advertising with this data, art. 21 section 2 DSGVO.
RECIPE Chemicals + Instruments GmbH
CEO Dr. Gernot Wolfram
January 1, 2019