GENERAL TERMS AND CONDITIONS
Scope of application
These General Terms and Conditions of Sale (hereinafter referred to as GTC) apply to all contracts concluded via our online store by telephone or email between us, NMRtools UG, and you as our customer, unless explicitly agreed otherwise in writing. The terms and conditions apply regardless of whether you are a consumer, entrepreneur or merchant. 2. Special terms and conditions apply for the US and will be detailed in our export contract.
- all agreements made between you and us in connection with the purchase contract result in particular from the terms of sale, our written order confirmation and our declaration of acceptance.
- the version of the general terms and conditions valid at the time of conclusion of the contract shall apply.
- we do not accept deviating conditions of the customer. This shall also apply if we do not expressly object to their inclusion.
Offer and conclusion of contract
Our offers are subject to change and non-binding.
- The presentation and advertising of articles via our online store or other digital channels does not constitute a binding offer to conclude a purchase contract.
- by sending an order via our online store by clicking the button “order subject to payment” you place a legally binding order. You are bound to the order for a period of 2 weeks after placing the order; your possible right to revoke your order remains unaffected by this.
We will confirm the receipt of your order placed via our online store immediately by email. Such an email does not constitute a binding acceptance of the order unless, in addition to the confirmation of receipt, the acceptance is declared at the same time.
- a contract is only concluded when we accept your order by a declaration of acceptance or by delivery of the ordered items.
- it can be that we can consider orders of deliveries abroad only from a minimum order value. If this is the case, you can find the minimum order value in our online store in the price information provided.
If the delivery of the goods ordered by you is not possible, for example because the corresponding goods are not in stock, we refrain from a declaration of acceptance. In this case, a contract is not concluded. We will inform you of this immediately and refund any consideration already received without delay.
Documents handed over
We reserve the right of ownership and copyright to all documents handed over to the customer in connection with the placing of the order, e.g. calculations, drawings, etc. These documents may not be made accessible to third parties. These documents may not be made accessible to third parties unless we give the purchaser our express written consent. They must be returned to us without delay and without being requested if the order is not placed.
Industrial property rights
Orders which we execute according to information, sketches, drawings, samples or forms provided by the purchaser shall be delivered at the purchaser’s risk in terms of patent or trademark rights. Should patent, sample or trademark rights be infringed by such deliveries, the customer shall bear any damage arising therefrom.
Prices and payment
- unless otherwise agreed in writing, our prices shall be FCA Incoterms 2020, Billerbeck, Germany plus value added tax at the applicable rate.
- payment of the purchase price shall be made exclusively to our account and via payment channels offered by us. The deduction of a cash discount is only permissible with a special written agreement.
- unless otherwise agreed, the purchase price is payable within 14 days after invoicing. Interest on arrears shall be charged at a rate of 5% above the respective prime rate p.a.. We reserve the right to claim higher damages due to default.
- in the event of default of payment by the customer, we shall be entitled to retain all deliveries or services.
- the shipping costs are shown in our offers. The price including VAT will be shown to you before you place a binding order.
- if we fulfill your order by partial delivery, you will only incur shipping costs for the first partial delivery. If the partial deliveries are made at your request, we will charge shipping costs for each partial delivery.
- the agreed delivery periods apply to delivery ex works. Their observance presupposes that all documents to be supplied by the customer are received in good time. They shall apply subject to unforeseeable hindrances beyond our control, such as in cases of force majeure, total or partial destruction of manufacturing facilities. Any liability as a result of exceeding the delivery period is excluded.
- if the customer is in default of acceptance or culpably violates other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.
Transfer of risk in case of shipment
If the goods are shipped to the Purchaser at the Purchaser’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the Purchaser upon dispatch to the Purchaser, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.
NMRtools UG, Zur Hämmermark 32, Billerbeck, Germany. www.nmrtools.com
Retention of title
- we reserve the ownership of the delivered goods until the complete payment of all claims resulting from the delivery contract. We shall be entitled to take back the object of sale if the customer acts in breach of contract. 2.
- as long as the ownership has not yet been transferred to him, the customer is obliged to treat the object of sale with care. As long as ownership has not yet passed to him, the purchaser must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us. 3.
The customer shall not be entitled to resell the goods subject to retention of title in the ordinary course of business.
Set-off and rights of retention
- you are not entitled to offset against our claims unless your counterclaims have been legally established and are undisputed. You shall also not be entitled to offset against our claims if you assert notices of defects or counterclaims arising from the same purchase contract.
As a buyer, you may only exercise a right of retention if your counterclaim arises from the same purchase contract.
Warranty and notice of defects
- if a product is specified, it is free of material defects if recognized production-related tolerances have been observed.
- warranty rights of the purchaser require that the purchaser has inspected the received goods for completeness, transport damage, obvious defects, condition and their properties. Obvious defects shall be notified to us by the Purchaser in writing within 14 days from delivery of the subject matter of the contract (email@example.com, a photo shall be attached). After that and in case of installation, resale before the expiry of the 2 week period, the delivered goods shall be deemed accepted. In relation to a consumer, this clause has no effect on the statutory warranty rights.
- the customer shall initially have the choice whether the subsequent performance is to be effected by repair or replacement delivery. However, we shall be entitled to refuse the type of subsequent performance if it is only possible with disproportionate costs and the other type of subsequent performance remains without significant disadvantages for the customer. During the supplementary performance, the reduction of the purchase price or the withdrawal from the contract by the customer shall be excluded. A subsequent improvement shall be deemed to have failed after the second unsuccessful attempt. If the subsequent performance has failed or if we have refused the subsequent performance altogether, the purchaser may, at his discretion, demand a reduction of the purchase price (abatement) or declare his withdrawal from the contract.
- 1)We shall be liable to you in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.
(2) In other cases, we shall be liable, unless otherwise stipulated in paragraph 3, only in the event of a breach of a contractual obligation, the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which you as the customer may regularly rely (so-called cardinal obligation), limited to compensation for the foreseeable and typical damage. In all other cases, our liability shall be excluded subject to the provision in paragraph 3.
(3) Our liability for damages arising from injury to life, body or health and under the Product Liability Act shall remain unaffected by the above limitations and exclusions of liability.”
(1) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. If you have placed the order as a consumer and at the time of your order have your habitual residence in another country, the application of mandatory legal provisions of that country shall remain unaffected by the choice of law made in sentence 1.
If you are a merchant and have your registered office in Germany at the time of the order, the exclusive place of jurisdiction shall be the seller’s registered office. Otherwise, the applicable statutory provisions shall apply to the local and international jurisdiction. Place of performance for deliveries and payments is Billerbeck. Place of jurisdiction is Billerbeck, Germany.