1 Contractual Partner
Contractual partner of the customer regarding all contracts he enters into is the
PL BioScience GmbH
52068 Aachen (Germany)
Registergericht: Amtsgericht Aachen
Registernummer: HRB 19554
2 General and Scope
2.1 The General Terms and Conditions of the PL BioScience GmbH (“GTC“) apply to all offers, deliveries and services as well as any other legal transactions and contractual or pre-contractual legal relationships between the PL BioScience GmbH (“PLBS“) and an entrepreneur, a legal person under public law or a special fund under public law.
2.2 The entire range of services of PLBS is aimed exclusively at entrepreneurs, legal persons under public law or a special funds under public law.
2.3 The GTC apply exclusively. PLBS does not accept any conditions which are derogating from the GTC or contradicting to them. This also applies if PLBS does not explicitly object to the validity of those conditions.
2.4 If, in particular due to changes in the law, the highest judicial decisions, official circulars regarding the interpretation and application of laws or official administrative acts that are final or have no suspensive effect, the need to change or supplement these terms and conditions arises, PLBS can change or add these GTC and communicate this to the customer in text form. The changes are deemed to have been ratified if the customer does not object to those changes in text form (e. g. e-mail, fax). The customer must dispatch the objection within six weeks after the notification of the change in text form. PLBS will draw the customer’s attention to these consequences.
3 Coming into Existence and Implementation of Purchase Agreements
3.1 Subject to the regulations according to section 4. a purchase agreement comes into exisence when the customer accepts, at least in text form, an individual offer created by PLBS.
3.2 PLBS confirms the conclusion of the contract to the customer in a confirmation letter (regularly by email or fax) stating the costs of shipment as well as a non-binding delivery period in accordance with Section of the GTC.
4 Coming into Existence and Implementation of Purchase Agreements in the Online Shop
4.1 If a customer desires to place orders in the online shop (https://www.pl-bioscience.com/), he has to create a personal user account.
4.2 The presentation of the goods in the online shop is not a legally binding offer, but a non-binding online catalog. The customer may initially place goods from the online shop in a digital shopping cart without obligation and view and edit his inputs, especially correct input errors, at any time via his user account before sending a binding order. The customer submits a binding offer for the purchase of the goods placed in the shopping cart by clicking the “order and pay“ button. The customer is bound to this offer for two weeks.
4.3 PLBS will, without undue delay, confirm the receipt of the order via electronic form, for instance via email (order confirmation). This shall not yet be seen as a binding acceptance of the order, unless PLBS, in addition to the confirmation of the receipt of the order, declares the acceptance. Order and order confirmation within the meaning of sentence 1 are deemed to have been received if the parties for whom they are intended are able to retrieve them in normal circumstances.
4.4 A contract only comes into existence if PLBS accepts the order via declaration of acceptance (in particular via an email following the order confirmation) or via supply of the ordered goods.
4.5 The customer may retrieve, save and/or print the GTC in the course of the order. PLBS will send the order data and the GTC to the customer again with the order confirmation via email. The customer may view the GTC at any time via the website of the online shop.
4.6 Section 312i (1) numbers 1 to 3 BGB shall not apply unless otherwise is provided in section 4.2 to 4.5.
5 Supply and passing of risk
5.1 A supply period stated in the course of the order is non-binding. The running of the period commences at the time when the payment obligation, including VAT and costs of shipment, is entirely performed by the customer. For payment on account, the period under sentence 2 commences at the time when the confirmation letter is received, for orders via the online shop with the coming into existence of the contract.
5.2 The shipment will be effected at the request of the buyer. The risk of accidental deterioration and accidental destruction of the goods passes to the buyer as soon as PLBS has handed the goods over to the forwarder, carrier or other person or body specified to carry out the shipment.
5.3 PLBS may choose shipping method and transport company at its reasonably exercised discretion.
5.4 The customer shall bear the costs of shipment. The parties agree that the costs of shipment – which depend particularly on place of delivery, extent of delivery and quality of the goods – can not be specified at the time when the contract is coming to existence and can be invoiced by PLBS only after that time.
PLBS offers the following payment options:
- Payment on Account
Upon receipt of the goods, the customer receives an invoice and may pay it within the payment term set there.
- Payment in Advance
Before supply of the goods, the customer receives an invoice and may pay it within the payment term set there. The supply will not be effected before the payment obligation is performed.
7 Retention of title
7.1 Until entire payment of the purchase price, PLBS shall retain title to the supplied goods.
7.2 As long as the ownership has not passed, the customer shall, without undue delay, inform PLBS at least in text form if he becomes aware of the fact that the opening of insolvency for the assets owned by the customer are requested or that delivered goods have been pledged or are subject to other interventions by third parties. To the extent that, regarding delivered goods owned by PLBS, the third party is not in a position to reimburse PLBS the judicial and extrajudicial costs of third party proceedings instituted to prevent the execution of a judgement, the customer shall be liable for the arisen shortfall; the same applies for any other legal remedy aimed to the stay of compulsory enforcement or the abrogation of enforcement activities already taken.
8 Liability and Warranty
8.1 PLBS shall be liable in all cases of contractual and extra-contractual liability in case of intent or gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.
8.2 In other cases – unless otherwise stipulated in these GTC – PLBS shall only be liable in the event of a breach of a contractual obligation whose fulfilment allows the proper execution of the contract in the first place and on whose compliance the customer can generally rely (so called cardinal obligation, „Kardinalpflicht“), limited to the compensation of the predictable and typical damage. In all other cases, the liability of PLBS is excluded.
8.3 Liability for damage from injury to life, limb or health and according to the Produkthaftungsgesetz are unaffected by the limitations and exclusions stipulated above.
8.4 § 377 HGB applies subject to the proviso that visible defects are considered approved if they are not reported within a week after delivery. Defects which are not visible on delivery must be reported within one week after discovery; otherwise, the delivered goods are considered approved even with regard to these defects.
8.5 Claims for defects become barred in one year after delivery of the goods. If the defect is trivial, the customer may not revoke the contract or reduce the purchase price.
9 Set-off and right of retention
9.1 The customer may not set off his claims against claims of PLBS unless the customer’s claims are uncontested or have been non-appealably established or are based on reported defects or other counterclaims from the same purchase contract.
9.2 The customer may only exercise a right of retention if his counterclaim arises from the same purchase contract.
10 Place of performance and venue
10.1 The place of performance for all obligations resulting from this contract is the registered seat of PLBS.
10.2 Exclusive venue for any disputes arising from and in connection with this contract shall be at the registered seat of the PLBS.
11 Final provisions
11.1 The law of the Federal Republic of Germany applies to these GTC, their interpretation and application as well as to all contracts between PLBS and the customer, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.2 If individual provisions of these GTC or the purchase contract are or become ineffective or impossible to implement in whole or in part, this does not affect the effectiveness of the remaining provisions of the GTC or the purchase contract. The corresponding statutory regulation takes the place of the ineffective provision.
Status of the General Terms and Conditions: July 2020