1.) Validity of the condition
a.) Our services are only intended for commercial customers.
b.) The following conditions apply to all offers, deliveries and services and are an agreed component of all contracts concluded with us, be it on the basis of written, oral or telephone orders. Conflicting conditions of our customers are excluded, even if they are not expressly contradicted. The following terms and conditions apply exclusively.
c.) Any special agreements and side agreements made prior to the conclusion of the contract only become part of the contract if SYGENTIS GmbH expressly confirms them again in writing. Subsequent changes must also be made in writing to be effective, unless otherwise expressly regulated in these terms and conditions.
2.) Offer / conclusion of contract
a.) Our offers are non-binding with regard to price, quantity, delivery time and ability to deliver, unless expressly agreed otherwise.
b.) In the event that our suppliers do not deliver the ordered goods or do not deliver them on time, we are entitled to withdraw from the contract. A written order confirmation can be replaced by our invoice. If the order does not match our offer, our order confirmation is binding. Incoming orders are considered an offer in the legal sense.
a.) Our prices refer to the prices valid at the time of the order and apply plus statutory VAT. Our current prices are available on request. Prices printed in the catalog are subject to price changes made by the manufacturer or sub-supplier or exchange rate fluctuations. Special packaging will be billed separately. They are determined on the basis of the cost ratios at the time the offer was submitted. If these should change in order to fulfill the order, we reserve the right to correct the contract price accordingly.
b.) All previous editions of the catalog lose their validity with the publication of the new catalog.
4.) Terms of payment
a.) Unless otherwise stipulated, our invoices are payable and due without deduction within 8 days of the invoice date. If the payment deadline is exceeded, interest will be charged on liabilities at a rate of 4% above the respective discount rate. The default occurs when the above payment period expires. The withholding of payments or offsetting against counterclaims is excluded, unless these are undisputed or have been legally established. If the customer is in default with a claim, the entire remaining claim is due immediately. If there are doubts about the solvency of the buyer, in particular in the case of payment arrears, we can, subject to further claims, demand advance payments or securities for further deliveries, as well as revoke payment terms.
b.) We reserve the right to deliver to new customers after prepayment or after payment.
5.) Delivery time
a.) Delivery times specified by us are non-binding. No claims can be made against SYGENTIS GmbH for the consequences of late or non-delivery.
6.) Delivery and shipping conditions
a.) Free delivery takes place from 500, - € net goods value. Below this we charge € 55 shipping costs.
b.) We are entitled to make partial deliveries; this does not increase the shipping costs for the customer.
c.) We reserve the right to deviate shipping costs for orders from abroad.
d.) When the goods are handed over to the buyer, forwarding agent, carrier or the like, at the latest when leaving SYGENTIS GmbH or, in the case of direct shipping, when leaving the supplier or manufacturer, the risk is transferred to the buyer. Dispatch, transport and packaging are carried out with the necessary care, we do not assume any liability. The delivery is made to the address given by the buyer when placing the order, unless otherwise agreed in writing.
a.) The goods delivered by us will only be taken back in undamaged original packaging. The return must be made within 14 days of delivery. Unpaid returns cannot be accepted. Exceptions to taking back are special purchases, custom-made products and sterile goods in accordance with the MPG.
a.) Except in cases of warranted characteristics, delay in performance, impossibility for which we are responsible, initial incapacity, breach of essential contractual obligations, we are only liable for breaches of duty of any kind in the course of order processing by the customer, purchaser, his representative or vicarious agent or grossly negligent breach of duty to pay damages. In the event of a breach of essential contractual obligations, liability is limited to typical contractual damage.
9.) Warranty for material defects
a.) The manufacturer's guarantee conditions apply. The buyer must check the delivery immediately and report all defects and incompleteness in writing within one week of receipt. Late advertisements cannot be considered. A confirmation is required in the event of breakage or damage caused by the postal service or the transport service.
b.) We are entitled to remedy material defects at our option by means of repair, crediting of the reduced value, delivery of defect-free parts or goods (if available). This does not apply to wearing parts. All further claims, for whatever legal reason, in particular claims for damages, are excluded. The prerequisite for the consideration of warranty claims is the fulfillment of the contractual obligation incumbent on the buyer, in particular the payment of the purchase price. The replacement of defective parts takes place through the service stations to be named by us.
c.) Claims for defects do not exist in the case of only insignificant, customary or production-related deviations. Color samples can differ from the original.
10.) Retention of title
a.) We reserve title to all goods delivered by us until the purchase price has been paid in full. If goods are resold that have been delivered by us under retention of title, the resulting claim takes the place of the retention of title. (Extended reservation of title according to § 449 BGB). At our request, the buyer must give us all necessary information about the inventory and location of the goods we own and about the claims assigned to us.
b.) If the buyer acts in breach of contract, in particular in the event of default in payment, we are entitled to withdraw from the contract and take back the delivery item; the buyer is obliged to surrender.
c.) In the event of seizure and other interventions by third parties, the buyer has to notify us immediately in writing so that we can take legal action in accordance with § 771 ZPO.
d.) The buyer is entitled to resell the delivery item in the ordinary course of business. The buyer remains authorized to collect claims that have taken the place of retention of title. Our authority to collect the claim itself remains unaffected.
11.) Place of performance and jurisdiction
a.) The place of performance for all deliveries and services by the contracting parties is Ulm. The agreed place of jurisdiction is Ulm.
b.) The above terms and conditions also apply to future business.
c.) German law always decides on the contractual relationship.
12.) Data protection
13.) Severability clause
a.) Should individual provisions in these terms and conditions lose their effectiveness, this shall not affect the effectiveness of all other provisions. Instead of this provision, an effective provision is deemed to be agreed which comes as close as possible to what the parties want.