SAW Instruments GmbH

General Conditions of Business of
SAW Instruments GmbH

as amended on 22 September 2010

Table of contents:

1. § 1 General
2. § 2 Contract conclusion
3. § 3 Subject matter of the contract
4. § 4 Delivery time and delay in delivery of goods
5. § 5 Shipment, passing of risk and acceptance of goods
6. § 6 Seminars and training courses
7. § 7 Prices and terms of payment
8. § 8 Set-off and right of retention
9. § 9 Retention of title
10. § 10 Liability for defects of the goods
11. § 11 Limitations of liability
12. § 12 Statute of limitations
13. § 13 Right to terminate a contract for the performance of a continuing or recurring obligation (“Dauerschuldverhältnis”)
14. § 14 Sale of software
15. § 15 Maintenance of the sold goods, in particular laboratory equipment
16. § 16 Data privacy
17. § 17 Final provisions

§ 1 General

1. These General Conditions of Business (hereinafter referred to as “these Conditions”) apply to all business relationships between SAW Instruments GmbH, Schwertberger Straße 16, D-53177 Bonn (hereinafter referred to as “SAW Instruments”) and businessmen (as defined in § 14 Bürgerliches Gesetzbuch - German Civil Code), merchants (“Kaufleute”), legal entities under public law or special funds under public law (“öffentlich-rechtliche Sondervermögen”) (hereinafter referred to as “customers”).

2. These Conditions apply to all contracts for the sale and/or delivery of movables (hereinafter referred to as “goods”), regardless of whether and to what extent SAW Instruments manufactures the goods itself or purchases them from sub-suppliers, as well as to the provision of services to the customers by SAW Instruments. These Conditions are deemed to constitute the framework agreement also for future contracts between SAW Instruments and the very same customer for the sale and/or delivery of goods and/or the provision of services by SAW Instruments, without SAW Instruments being required to specifically refer to these Conditions in each individual case. These Conditions can be accessed at any time on the website of SAW Instruments at http://www.saw-instruments.de/tac.php.

3. These Conditions apply exclusively. Any general conditions of business of the customer that deviate from, conflict with or are supplementary to these Conditions will only become part of the contract if and to the extent that SAW Instruments has expressly agreed to the application of such conditions in writing. This applies also if SAW Instruments has entered into the contract with the customer being fully aware of the deviating general conditions of business of the customer. Any particular arrangements made with the customer in a specific individual case (including subsidiary arrangements, amendments and modifications) will always prevail over these Conditions. The contents of these specific arrangements are subject to, and bindingly fixed in a written confirmation to be issued by SAW Instruments.

4. SAW Instruments has the right to amend or modify these Conditions even in the course of an ongoing business relationship. Apart from that, modifications of and amendments to these Conditions take effect if the customer has failed to reject the modification or amendment within a period of one month from receipt of the notice advising the modification or amendment, provided that SAW Instruments has informed the customer in the aforesaid notice of the right to reject and the period to be observed for such a rejection. If the customer rejects the modification or amendment, the Conditions will continue to apply in the original version and either party has the right to terminate the agreement, subject to oberservance of the ordinary notice period stipulated in § 12 subs. 2. The right to modify or amend these Conditions does not apply to contracts for the non-recurring sale and/or delivery of goods; such contracts are always performed in accordance with the Conditions referred to and agreed upon contract conclusion. The right to modify or amend these Conditions does not apply either where the modification or amendment pertains to an obligation of SAW Instruments or an obligation of the customer that must necessarily be fulfilled to ensure appropriate performance of the contract and on the fulfilment of which the contractual partner usually relies or is reasonably allowed to rely (hereinafter referred to as “fundamental contractual duty”).

5. SAW Instruments is entitled to transfer the rights and duties arising out of the agreement concluded with the customer on the basis of these Conditions to any one or several third parties. Should SAW Instruments exercise this right, SAW Instruments will notify the customer at least one month before the intended contract transfer. In this case, the customer has the right to terminate the contract observing a notice period of one month from receipt of the notification from SAW instrument as to the intended contract transfer, with such termination taking – where applicable even retroactive – effect from the time of the transfer of the contract.

6. The duties under § 312e subs. 1 clause 1 no. 1 to 3, clause 2 BGB (German Civil Code) are precluded in the relationship between SAW Instruments and the customer. Any reference made to statutory provisions is for reasons of clarification and avoidance of doubt only. The statutory provisions apply also without such a clarifying reference to the extent that they are not specifically modified or expressly precluded by these Conditions.

§ 2 Contract conclusion

1. The quotations of SAW Instruments are given without obligation and are subject to change unless SAW Instruments expressly declares in writing that the quotation is binding. This applies also in the case that SAW Instruments has delivered catalogues, prospectuses, technical documentation (such as drawings, plans, licences, calculations, references to DIN standards) or other specifcations of goods or services to the customer. Subject to the provisions in § 10 and § 11, SAW Instruments does by no means represent and warrant, and is not liable for that the goods sold/delivered to the customer are compatible in the configuration chosen by the customer and can be faultlessly used together or with other equipment of the customer; only such qualities of the goods are deemed guaranteed as have been expressly referred to as guaranteed qualities (“zugesicherte Eigenschaften”) by SAW Instruments in writing.

2. A binding quotation submitted by SAW Instruments in writing can be accepted by the customer within the period specified in the quotation; otherwise an acceptance period of two weeks is deemed to have been agreed between the parties. The contract is deemed validly concluded between the parties upon acceptance of the quotation within the aforesaid time limit.

3. If the customer places an order without SAW Instruments having submitted a binding quotation in writing before, the customer’s order is deemed to be a binding offer for the conclusion of a contract. Unless specified otherwise in the customer’s order, SAW Instruments can accept the aforesaid offer within two weeks from receipt (“Zugang”). SAW instruments can accept the offer either in writing (e.g. by an acknowledgement of the order) or, in the case of goods being ordered, by placing the goods at the customer’s disposal; in the latter case, the customer is deemed to waive receipt of the declaration of acceptance in accordance with § 151 clause 1 BGB (German Civil Code).

§ 3 Subject matter of the contract

1. SAW Instruments offers to provide to the customer the following goods and services in accordance with these Conditions:
   1. Sale / delivery of goods, in particular laboratory equipment,
   2. Sale / delivery of consumables and spare parts for the goods,
   3. Training courses and seminars, and
   4. Maintenance of the sold / delivered goods, in particular laboratory equipment.

2. 2. The subject matter of the contract with the customer are the goods and/or services ordered by the customer in the specific individual case; the scope of performance is defined in the corresponding order acknowledgement or, in default of such an order acknowledgement, in the specifications contained in the quotation. SAW Instruments reserves the right to make technical changes and thus deviate from the specifications contained in the order acknowledgement / quotation as well as changes in the form, colour and/or weight, provided that the changes are reasonably acceptable to the customer. The changes are deemed reasonably acceptable to the customer where they do not affect any fundamental contractual duties of SAW Instruments.

3. If SAW Instruments makes product specifications, documentation or other documents available to the customer together with the goods and/or services, SAW Instruments reserves any and all copyrights and other rights therein. This applies also for electronic douments. This provision is without prejudice to the regulations in § 14 governing the sale of software.

§ 4 Delivery time and delay in delivery of goods

1. SAW Instruments specifies the delivery time when accepting the order, unless the delivery time has been specifically agreed with the customer in writing.

2. If SAW Instruments is unable to comply with any bindingly specified delivery times for reasons that are not attributable to SAW Instruments, SAW Instruments will notify the customer without undue delay (“unverzüglich”) of such inability to comply, indicating at the same time the presumable new delivery time. If SAW Instruments cannot perform the delivery within the new delivery time either, SAW Instruments is entitled to withdraw from the contract in whole or in part; any consideration already paid by the customer will be refunded without undue delay (“unverzüglich”). Non-compliance with the agreed delivery time is in particular deemed to be non-attributable to SAW Instruments if the pre-suppliers of SAW Instruments fail to make timely delivery to SAW Instruments, if SAW Instruments has concluded a congruent covering transaction (“kongruentes Deckungsgeschäft”). The statutory rights of SAW Instruments to withdraw from or terminate the contract as well as the statutory regulations on how to handle the contract in any case where the supplier is released from its duty to perform remain unaffected. The rights of the customer to terminate the contract under § 13 of these Conditions remain unaffected, too.

3. The conditions for the occurrence of a delay in delivery (“Lieferverzug”) are governed by the statutory provisions. However, SAW Instruments can only be deemed to be in default if the customer has sent an appropriate reminder to SAW Instruments before.

4. SAW Instruments has the right to make partial deliveries even if this has not been agreed with the customer before, provided that such partial deliveries are reasonably acceptable to the customer. In this case, the costs of the partial deliveries are – notwithstanding § 5 no. 1 – borne by SAW Instruments if they exceed the costs incurred in the case that all goods ordered by the customer are delivered in one single delivery.

§ 5 Shipment, passing of risk and acceptance of goods

1. As a rule, delivery is made ex works SAW Instruments. At the customer’s request, the goods will be delivered to another destination at the customer’s expense (hereinafter referred to as “sale by delivery to a place other than the place of performance” – “Versendungskauf”). Unless explicitly agreed otherwise with the customer, SAW Instruments has the right to choose the mode of shipment (in particular the forwarding company, the shipping method/route, the packaging) on its own.

2. The risk of accidental loss or accidental deterioration of the goods passes to the customer upon hand-over of the goods at the latest. In the case of a sale by delivery to a place other than the place of performance (“Versendungskauf”), the risk of accidental loss or accidental deterioration of the goods as well as the risk of delay already passes to the customer as soon as SAW Instruments hands over the goods to the forwarder, carrier or other person or entity assigned to carry out the shipment. If the parties have, by way of exception, explicitly agreed that the goods have to be formally accepted by the customer (“Abnahme” – hereinafter referred to as “formal acceptance”), the risk will pass at the time of such formal acceptance. The goods are also deemed to have been handed over or resp. formally accepted if the customer is in default of taking delivery (“Annahmeverzug”). At the customer’s request, SAW Instruments will arrange for insurance coverage for the goods to the extent agreed with the customer.

3. If the customer is in default of taking delivery or if the customer fails to cooperate or if the delivery of goods by SAW Instruments is delayed for other reasons attributable to the customer, SAW Instruments is entitled to claim from the customer compensation of the damage incurred on such grounds, including any additional costs associated therewith (e.g. costs of storage). Insofar, SAW Instruments charges a lump-sum compensation in the amount of 0.2% (in words: zero point two percent) of the price of the goods per calendar day, limited however to a maximum total of 5% (in words: five percent) of the price of the goods, for the period from the delivery date or resp., in default of a specific delivery date, from the notice of readiness of the goods for shipment; the lump-sum compensation amounts to at least EUR 50.00 (in words: fifty euros) per calendar day. This is without prejudice to the right of SAW Instruments to evidence higher damages and assert further rights and claims in which case the lump-sum compensation is set off against any such further monetary claims. The customer is entitled to evidence that SAW Instruments did not incur any damage at all or far less damage than the aforesaid lump sum as a result of the customer’s default of taking delivery.

§ 6 Seminars and training courses

1. 1. Seminars and training courses are conducted by SAW Instruments itself or by appropriately qualified third parties that are chosen and commissioned by SAW Instruments. Unless explicitly agreed otherwise between SAW Instruments and the customer, the contents, dates, place and prices of the seminars and training courses are specified in the order acknowledgement or the specifications contained in the quotation, as described in § 3 subs. 2.

2. The customer may cancel any booked seminars or training courses free of charge by no later than ten working days (“Werktage”) before the commencement of the seminar or training course or agree with SAW Instruments to postpone the seminar or training course. If the booking is cancelled less than ten working days before the commencement of the seminar or training course, the customer has to pay the agreed fee in full. SAW Instruments will however deduct from this amount any expenses saved on grounds of the cancellation of the seminar or training course. SAW Instruments is entitled to issue the appropriate invoice upon receipt of the notice of cancellation.

§ 7 Prices and terms of payment

1. Unless otherwise agreed with the customer, the applicable prices are those specified by SAW Instruments in the binding quotation according to § 2 subs. 2 or, otherwise, the prices agreed between the parties and confirmed by SAW Instruments in the declaration of acceptance under § 2 subs. 3 the aforesaid prices are in euros, exclusive of VAT which has to be paid in addition at the statutory rate. The prices for the ordered goods are ex works, as stipulated in § 5 subs. 1. Customs duties, fees, insurances as specified in § 5 subs. 2, taxes and other public charges, if any, are borne by the customer.

2. The price is due and payable net cash by remittance to the account of SAW Instruments indicated in the invoice within ten working days (“Werktage”) from the issue of the invoice. Should SAW Instruments accept cheques or bills from the customer, they are accepted solely on account of performance in which case the debt continues to exist until SAW Instruments has actually recovered the full amount from the cheque or bill (“erfüllungshalber”). Any discounting costs and/or bill charges associated therewith are borne by the customer.

3. For contracts with an aggregate volume of more than EUR 5,000.00 (in words: five thousand euros), SAW Instruments is entitled to demand upon conclusion of the contract a payment on account in the amount of 50% (in words: fifty percent) of the invoice amount, which payment on account is due and payable within ten working days (“Werktage”) from the issue of the invoice. If the customer is in default of taking delivery, SAW Instruments is entitled to refuse performance until the invoice has been settled in full.

4. The customer is deemed to be in default upon expiry of the payment period. During the time of default, the customer has to pay interest on the amount of the price at the statutory default rate valid at the time. SAW Instruments reserves the right to claim compensation of any further damages caused by the default. This is without prejudice to the right of SAW Instruments to claim payment of interest from the due date in any relationship with a merchant (§ 353 HGB – German Commercial Code).

5. If it becomes apparent after the conclusion of the contract that the payment claim of SAW Instruments is endangered for lacking solvency of the customer, in particular in the event of a petition in insolvency or institution of insolvency proceedings against the customer’s assets, SAW Instruments has the right to refuse performance in accordance with the statutory regulations and withdraw from the contract after granting a grace period where required (§ 321 BGB – German Civil Code). Where the contract pertains to the manufacture or delivery of non-fungible items (items produced to the customer’s specification), SAW Instruments is entitled to immediately withdraw from the contract. The statutory regulations as to the dispensability of the grace period remain unaffected.

§ 8 Set-off and right of retention

1. The customer is only entitled to set-off – even if the asserted claims are claims for defects or counter-claims – if the claims are undisputed or have been established by a final non-appealable court decision. The customer is only entitled to exercise a right of retention, if the counter-claim is based on the same contract which also gives rise to the payment obligation of the customer.

§ 9 Retention of title

1. SAW Instruments retains title to the goods sold to the customer until all current and future claims of SAW Instruments arising out of the contract and the ongoing business relationship, if any, have been satisfied in full.

2. The customer is obliged to handle the goods sold under retention of title with care. The customer is further obliged to carry out at its own expense any necessary maintenance or servicing of the goods sold under retention of title.

3. The goods sold under retention of title must not be pledged in favour of a third party, nor may title to the aforesaid goods be transferred to a third party by way of security before the claims specified in subs. 1 have been satisfied in full. The customer will notify SAW Instruments in writing without undue delay (“unverzüglich”) if a third party should try to take possession of or attach the goods owned by SAW Instruments.

4. If the customer is in breach of the contract, in particular in the case of non-payment of the amounts due under the contract, SAW Instruments is entitled to rescind the contract in accordance with the statutory provisions and claim return of the goods on account of the retention of title and the rescission of the contract. If the customer fails to pay the purchase price due, SAW Instruments may only exercise the aforesaid rights if it has granted the customer an adequate grace period for payment before which has expired without result or if a grace period is dispensable under the applicable statutory regulations.

§ 10 Liability for defects of the goods

1. The rights of the customer for defects in quality or title are governed by the statutory regulations unless stipulated otherwise in the following provisions. The special statutory regulations pertaining to the ultimate delivery of goods to consumers that are applicable within the framework of a recourse against the supplier under § 478 and § 479 BGB (German Civil Code) remain by all means unaffected

2. The binding quotation of SAW Instruments as described in § 2 subs. 2 – as specified in the order acknowledgement, if any – prevails in governing the liability for defects; any specifications of the goods and/or services contained in the quotation have to be taken into consideration. Subject to the provisions in § 11, SAW Instruments must not be held liable for any public statements made by the manufacturer of the goods or other third parties (e.g. advertising messages).

3. If the customer is a merchant (“Kaufmann”), any claims for defects asserted by him are subject to the condition that the merchant has complied with its statutory duty to inspect the goods and give notice of defect, if any (§ 377, 381 subs. 2 HGB – German Commercial Code). If the goods prove to be defective during the inspection or later, the customer is obliged to give written notice of such defect to SAW Instruments without undue delay (“unverzüglich”). The notice of defect is deemed given without undue delay (“unverzüglich”) if it is given within two weeks; this period is deemed observed if the notice of defect is dispatched by the date of expiry of the period. Regardless of the said duty to inspect the goods and give notice of defect, the customer is under the obligation to give written notice of any apparent defects (including the delivery of other goods than those ordered (aliud) and short delivery) within two weeks from delivery; again, this period is deemed observed if the notice is dispatched by the date of expiry of the period. If the customer fails to duly inspect the goods and/or give due notice of defect, the liability of SAW Instruments for the defect which has not been duly notified is precluded.

4. The customer will give SAW Instruments the opportunity and the time required to examine the goods which the customer has complained about and verify the existence and scope of the defect alleged by the customer. For such purpose, the customer will hand over the goods concerned to SAW Instruments, if necessary by way of return shipment. SAW Instruments will bear any expenses required to examine the goods and perform subsequent remedy or substitute delivery (“Nacherfüllung”) including in particular the costs of transport, tolls, costs of labour and material, provided that the goods actually show a defect. However, should the customer’s request for defect remedy prove to be unjustified, SAW Instruments is entitled to claim reimbursement of the expenses incurred by it.

5. SAW Instruments is entitled to either examine the goods and remedy the defect itself or have the goods examined and the defect remedied by an appropriately qualified third party chosen and commissioned by SAW Instruments. For such purpose, SAW Instruments may request the customer to send the goods concerned directly to the aforesaid third party. Any additional costs caused by the commissioning of a third party are borne by SAW Instruments.

6. Where the customer has tried to remedy the defect itself or through a third party commissioned by it or has otherwise affected the goods, which has led to a new defect of the goods that did not exist upon the passing of the risk, any liability of SAW Instruments for such a new defect is precluded. SAW Instruments points out that any new defect or damage to the goods caused by the interference of the customer or a third party commissioned by it can give rise to claims for damages of SAW Instruments against the customer. This can only be prevented by the customer giving SAW Instruments the opportunity to remedy the defect or modify the goods according to the customer’s specifications before the customer undertakes any steps itself. Therefore, SAW Instruments urgently advises all customers to abstain from taking any measures for defect remedy or otherwise affecting the goods themselves.

7. Unless otherwise agreed with the customer, SAW Instruments does not give any guarantees that go beyond the liability for defects. This is without prejudice to the guarantees, if any, given by the manufacturer of the goods; these are subject to the terms of guarantee issued by the manufacturer. In turn, the manufacturer’s guarantees do not at all affect the claims which the customer is entitled to assert in the case of a defect.

8. The customer’s claims for damages are subject to the conditions and limitations in § 11.

§ 11 Limitations of liability

1. Unless otherwise stipulated in these Conditons and in particular in the provisions below, SAW Instruments is liable for any breach of contractual and non-contractual duties under the applicable statutory regulations.

2. SAW Instruments is – regardless of the legal cause – liable for damages caused by wilful or grossly negligent conduct. In the case of simple negligence SAW instruments is liable for a) damages caused by an injury of the life, body or health, b) for damages caused by the breach of a fundamental contractual duty. The liability for breach of a fundamental contractual duty is limited to the compensation of the typical foreseeable damage and the liability for indirect or consequential damages, in particular for lost profit, is precluded. The preceding provisions apply mutatis mutandis for any legal representatives and vicarious agents (“Erfüllungsgehilfen”) and other persons engaged by SAW Instruments in the performance of the contract concluded with the customer.

3. The limitations of liability stipulated in the preceding subs. 2 do not apply where and to the extent that SAW Instruments has fraudulenty concealed a defect or has – by way of exception – given a guarantee for the quality of the delivered goods. The same applies for the customer’s claims under the Produkthaftungsgesetz (German Product Liability Act).

4. The customer is only entitled to withdraw from or terminate the contract for a breach of duty other than that based on a defect of the goods, if such breach of duty is attributable to SAW Instruments. The customer has no right to freely terminate the contract at its discretion. Apart from that, the conditions and legal consequences of the withdrawal or termination are governed by the statutory provisions

§ 12 Statute of limitations

1. Notwithstanding § 438 subs. 1 no. 3 BGB (German Civil Code), the general limitation period for claims for defects in quality or title is one year for new goods and six months for used goods, calculated from delivery. If the parties have expressly agreed on the formal acceptance (“Abnahme”) of the goods, the limitation period runs – notwithstanding the preceding provision – from the time of acceptance. This is without prejudice to the special statutory regulations applicable where SAW Instruments has fraudulently concealed a defect (§ 438 subs. 3 BGB – German Civil Code) and where claims are asserted within the framework of a recourse against the supplier in the case of goods being ultimately delivered to consumers (§ 479 BGB – German Civil Code).

2. The limitation periods set out above also apply to contractual and non-contractual claims of the customer for damages caused by a defect of the goods, unless the application of the general statute of limitation (as defined in § 195, § 199 BGB – German Civil Code) would lead to a shorter limitation period in the specific individual case in question. The limitation periods under the Produkthaftungsgesetz (German Product Liability Act) remain unaffected. Apart from that, the customer’s claims for damages under § 10 and § 11 are exclusively subject to the statutory limitation periods.

§ 13 Right to terminate a contract for the performance of a continuing or recurring obligation (“Dauerschuldverhältnis”)

1. All contracts for the periodically recurring delivery of spare parts and consumables or the periodically recurring provision of services by SAW Instruments, in particular the maintenance of the goods sold / delivered by SAW Instruments, are entered into for an indefinite period but with a minimum duration of one year, unless the parties have explicitly agreed otherwise in writing.

2. After expiry of the minimum duration, either party has the right to terminate any contract concluded under subs. 1 by giving one month written notice of termination, with the termination taking effect as of the end of a quarter. This is without prejudice to the right to terminate the contract with immediate effect for good cause. For SAW Instruments, a good cause is in particular deemed to exist where (i) the customer has been in default of payment of the invoices issued to him for more than two months or (ii) insolvency proceedings are instituted against the customer’s assets or the customer is otherwise unable to pay or overindebted.

§ 14 Sale of software

1. For any software sold hereunder, the conditions of use or licensing conditions that are specifically made available by SAW Instruments or the software manufacturer and that stipulate the rights and duties of both the customer and SAW Instruments or the software manufacturer which arise out of or in connection with the use of the specific software purchased by the customer (hereinafter referred to as the “licensing conditions”) apply in addition to these Conditions on a supplementary basis. The licensing conditions applicable to the specific software in question are made available to the customer in text form (“Textform” in terms of § 126b BGB – German Civil Code) upon delivery of the software at the latest. The customer is deemed to acknowledge and agree to the licensing conditions for the specific software in question upon unsealing or, at the latest, upon installation of the software. The purchase from SAW Instruments does not at all grant the customer any rights in the software beyond those stipulated in the licensing conditions. All copyrights and other rights in the software, its contents and supplementary documentation remain reserved to the extent specified in the appropriate licensing conditions.

2. The software is delivered to the customer in accordance with the binding quotation under § 2 subs. 2 – as specified in the order acknowledgement, if any – either on a data carrier (CD, DVD, USB stick, memory card) or is made available for download via the internet. If the customer purchases the software on a data carrier, the customer acquires title to the tangible data carriers upon fulfilment of the conditions set out in § 9 subs. 1. If the software is made available for download, SAW Instruments provides to the customer, upon conclusion of the contract as described in § 2, the access data and a link to an access-code protected website via which the customer can download the software. This software which may possibly have a restricted functionality first can be activated by the customer after the installation by entering a licensing code for the version purchased by the customer which code is provided to the customer by SAW Instruments in text form (“Textform”).

3. The customer has the right to make back-ups of the delivered data carriers and the software in accordance with § 69d subs. 2 UrhG (Urheberrechtsgesetz - German Copyright Act).

4. If an internet connection is required to enable the use of the software sold to the customer by SAW Instruments, such an internet connection as well as the installation of the software possibly required to enable the use of the internet connection will be arranged for by the customer at the customer’s expense. The customer is responsible for that the technical conditions and requirements for the customer’s use of the software are fulfilled in consideration of the instructions given by SAW Instruments for the specific software purchased by the customer, in particular as regards the applied hardware, the appropriate operating system and the internet connection, if required. If the software is further developed or modified by SAW Instruments (e.g. in the case of gratuitous updates), it is the responsibility of the customer to properly adjust the software and hardware used by the customer, if required. The customer has no right to claim that any further developed versions or modifications of the software must be executable with the customer’s equipment; this is without prejudice to the customer’s right to assert claims for defects under § 10.

§ 15 Maintenance of the sold goods, in particular laboratory equipment

1. At the customer’s request, SAW Instruments provides maintenance of the goods purchased by the customer, in particular laboratory equipment, under a separate maintenance agreement to be specifically concluded between the parties; however, SAW Instruments is under no obligation to conclude such a maintenance agreement with the customer. SAW Instruments will inform the customer in the binding quotation under § 2 subs. 2 about the conditions for the conclusion of a maintenance agreement; the maintenance agreement will be governed by specific contract conditions that deviate from these Conditions (hereinafter referred to as “maintenance conditions”); the customer will have to agree to such maintenance conditions before the maintenance agreement is concluded. If no such maintenance agreement is concluded between SAW Instruments and the customer, any order placed by the customer for maintenance or other services other than the remedy of a defect under § 10 will be invoiced to the customer on the basis of an hourly rate of EUR 350.00 plus VAT at the statutory rate for each commenced maintenance or servicing hour. Any further remuneration is calculated on the basis of the price list of SAW Instruments valid at the time of performance or, in default of a price list, on the basis of § 612 subs. 2 BGB (German Civil Code).

§ 16 Data privacy

1. SAW Instruments collects, processes and stores the customer data exclusively in accordance with the regulations of the German data privacy law.

§ 17 Final provisions

1. These Conditions and the legal relations between SAW Instruments and the customer are governed by the law of the Federal Republic of Germany with the exception of all international regimes, in particular the UN Sales Law. However, the conditions and effects of a retention of title as defined in § 9 are subject to the law applicable at the location of the item in question, if and to the extent that the choice of German law made hereunder is inadmissible or ineffective. If these Conditions or the contract concluded hereunder should have been translated into any languages other than German, solely the German version will be legally binding in the relationship between the parties.

2. If the customer is a merchant (“Kaufmann”), a legal entity under public law or a special fund under public law (“öffentlich-rechtliches Sondervermögen”), the exclusive – also international – venue for all disputes arising directly or indirectly out of the contractual relationship between the parties is Bonn. This applies also for the international jurisdiction. The same applies if the customer is not subject to general jurisdiction (“allgemeiner Gerichtsstand”) in Germany or the domicile or habitual residence of the customer is unknown at the time of bringing the action against the customer. However, SAW Instruments can also sue the customer at the place of general jurisdiction applicable to the customer (“allgemeiner Gerichtsstand”).

3. All declarations and notifications pertaining to the contract (such as notices fixing specific periods, notices of defects or change, declarations of rescission/withdrawal or reduction of the purchase price) as well as any modifications of or amendments to the contract between SAW Instruments and the customer require written form to be valid. This applies also for the cancellation of the present written form requirement. However, the written form is also deemed observed by email or facsimile transmission.

4. If any individual provision of these Conditions should be or become invalid in whole or in part, the validity of the remaining provisions remains unimpaired.

5. For the purposes of these Conditions, working days (“Werktage”) are meant to be the days from Monday to Friday except for public holidays.

back to top print