Terms and Conditions
All sales are subject to the following terms and conditions.
These general terms of business apply to all goods and services supplied by Analytical Services Dr. Ralph Nussbaum (“Seller”). Different or additional provisions, including Buyer’s general terms of business, shall apply only if agreed in writing. They are only valid if they are made by Analytical Services’ Managing Director and are confirmed in writing (also by fax or e-mail). Agreements made with other employees, in particular by telephone, are only valid if they are confirmed in writing by the Managing Director. Seller acknowledges receipt of Buyer’s order, and accepts Buyer’s order solely on these terms and conditions. The domicile for deliveries and payment is Germany. The place of jurisdiction for any dispute arising from deliveries is Germany.
Seller’s quotations are not binding, and apply only for the period specified therein. Orders to Seller must be issued in writing (fax or e-mail), unless otherwise agreed, and shall be confirmed by Seller in writing. The scope of laboratory work and other services is set out in writing in a quotation prior to conclusion of the contract. Transfer errors and any misunderstandings are the fault of Buyer if the order is issued verbally. If the order is confirmed in writing by Analytical Services, in case of doubt the order is regarded as having been concluded when the order confirmation is received and this also defines the contractual content (scope and content of the order). Any changes to the contractually agreed scope must be made in writing (also by fax or e-mail). They can be made by an Analytical Services employee who has been authorized in this regard. Ordering substances or other products is a binding offer. Analytical Services can accept this offer within two weeks of the receipt of the order by sending confirmation of the order and the ordered products or data, thus resulting in a contract.
If Buyer cancels an order (written notice must be given), Seller shall be entitled to reimbursement of costs actually incurred. If the order is cancelled less than fourteen (14) days before the agreed start date, Seller shall also be entitled to compensation for late cancellation equal to the damage incurred or 80% of the value of the order, whichever is the greater. Amendments to orders which Seller cannot implement without incurring unreasonable expense, shall be tantamount to cancellation.
The prices agreed in writing shall apply. Seller’s invoices shall be payable immediately and without any deductions, except stated otherwise in the respective quotation. Payment or the transfer of a check is first effective when the invoice amount is credited to the account of the Seller. The Buyer shall have no right whatever to set off any claim of his own against the Seller’s claim for payment of the purchase price. All payments always apply against Seller’s oldest invoice. If Buyer defaults in any payment when due, under this or any other order, Seller, at its option without prejudice to its other lawful remedies, may defer delivery or cancel this contract. In addition, Seller claims the right to add a dunning charge of 5% on the amount of the overdue invoice. All the goods and data supplied by Seller remain the property of Seller pending full payment of the purchase price, including any further incidental claims.
5. Taxes and other charges
Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee, or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee, or charge, Buyer shall reimburse Seller therefore or, in lieu of such payment, Buyer shall provide Seller, at the time the order is submitted, an exemption certificate or other document acceptable to the authority imposing the tax, fee, or charge.
6. Delivery, claims, delays
The goods or services shall be provided by the date agreed in writing or, if no such date has been agreed, within a reasonable time period. If Seller is unable to keep to this reasonable time period, the Buyer shall be entitled to cancel the order (see ch. 3), but not to claim any damages. The delivery lead time shall begin when all technical and business issues have been resolved, i.e. on receipt of the binding documentation (analytical methods, reports etc.) and/or sample receipt. The delivery lead time shall be extended by an appropriate period if the Buyer subsequently changes the information and documents required to process the order and this causes a delay.
7. Sample shipment
The Buyer shall package and label vessels containing samples of hazardous materials ( e.g. materials which are explosive, toxic, carcinogenic or radioactive) in accordance with the current guidelines. The Buyer shall also provide Seller with the documentation concerning the known risks associated with the materials, to which the Buyer has access (e.g. product safety data sheets, etc.). Otherwise the Buyer shall be liable for any damage to property or personal injury caused by such materials. If Seller receives more than the required quantity of materials agreed, Seller shall store the unused surplus for two weeks. Thereafter, samples no longer required shall either be disposed or returned to the Buyer. The Buyer shall be responsible for storing unused materials. The Buyer shall be responsible for storing and archiving results, copy of raw data and reports on completion of the agreed testing.
8. Cooperation with third parties
Seller reserves the right to subcontract services to third parties. Seller shall use only organizations with which Seller has proper confidentiality agreements in place. If a project is to be carried out under GLP or GMP rules, Seller shall cooperate with the Buyer on quality issues and inspections, e.g. by the health authorities.
9. Warranty and liability
Seller shall be responsible for ensuring that the work is carried out with due care and in accordance with the latest scientific knowledge. Unless otherwise agreed in writing, Seller shall not guarantee the results of the work carried out at his own or at one of his partner laboratories, and shall accept no liability for any consequential loss as a result thereof. The Buyer must check the work on receipt thereof, and report any apparent errors or defects within five (5) days and any latent defects as soon as they are discovered. Seller shall have the right to attempt to remedy any defect within a reasonable time period. If Seller fails to do so on time or to an acceptable standard, the Buyer shall be entitled to a reduction in the price. Further claims, especially any manner of compensation are hereby expressly excluded. Seller shall not be liable for any loss,
damage, or penalty as a result of any cause beyond Seller’s reasonable control, including, without limitation, unsuccessful measurements, act of Buyer, embargo or other governmental act, regulation or request affecting the conduct of Seller’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other Seller‘s difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary fuel, materials, supplies, or power at current prices.
10. Intellectual property
All data, results and underlying measurements, drawings, documents, research, reports, analyses, methods, and laboratory and process records which are included in the
agreed order shall remain the Buyers property. Methods and concomitant know-how previously developed by Seller shall remain the property of Seller. Unless otherwise agreed, they shall not form part of the service supplied. The fact that Seller has processed Buyer’s order does not entitle the Buyer to any licences, unless otherwise agreed in writing.
Seller agrees not to disclose information which is received from Buyer as part of the project. In particular, Seller agrees:
– to use the information only for its intended purpose.
– not to divulge it or make it accessible to any third party without the other party’s prior written consent. This does not affect Seller’s right to subcontract services to third parties according to chapter 8.
– to return or destroy any confidential documents or samples provided by the Buyer on Buyer’s request.
Seller may not issue press releases or scientific publications containing confidential information without Buyer’s prior written permission.
12. Miscellaneous Provisions
The contract of which these terms and conditions form part shall not be assigned by Buyer without the prior, written consent of Seller. If any provision of the contract of which these terms and conditions form part is found to be unenforceable, then such contract shall not terminate. Rather, the parties shall promptly seek to agree a new provision which is enforceable and which as closely as possible reflects the original intention of the parties.
A waiver by either party of any right under the contract of which these terms and conditions form part shall not constitute a waiver of any other right nor shall any such waiver be regarded as a continuing waiver.
Aachen, January 2014
Analytical Services Dr. Ralph Nussbaum
Dr. Ralph Nussbaum