General Terms and Conditions (GTC)

Terms and Conditions

Date: January 2024

General

The following general terms and conditions of sale ("Terms and Conditions") apply to all sales, deliveries, and offers of IRMECO GmbH & Co. KG ("IRMECO"), including within the scope of the website www.labware24.com, unless otherwise agreed upon in writing. By placing an order, the buyer acknowledges the following conditions. The buyer's purchasing terms do not bind IRMECO, even if IRMECO does not expressly object to them. Only these Terms and Conditions apply, even if the buyer's order contains different restrictions or additions.

Prices

Stated prices are always net prices excluding VAT. Pricing is calculated from the supplier's headquarters in EUR plus the applicable VAT. The prices listed in our online catalog are non-binding indicative information.

Order Placement

Offers and orders become legally binding only when confirmed in writing without reservation by IRMECO with an order confirmation or when IRMECO has dispatched the goods to the buyer. Specific requirements or specifications must be repeated in each order. Offers are subject to change without notice.

For poisons and substances subject to legal or regulatory requirements for use, the buyer's order is considered a declaration for an authorized purpose.

Minimum Order Value

The minimum order value is currently 50 euros (plus the statutory value-added tax). For orders below this threshold, unless otherwise agreed, IRMECO charges a minimum quantity surcharge of 15.00 euros (plus the statutory value-added tax) and a flat-rate shipping fee of 15.00 euros (plus the statutory value-added tax) for deliveries to Germany when ordering via www.labware24.com. For orders with an order value between 50 euros and 200 euros, IRMECO charges a flat-rate shipping fee of 15.00 euros (plus the statutory value-added tax) for deliveries to Germany, unless otherwise agreed. Please refer to the for delivery costs to other countries.

Delivery

Shipping is always Ex Works (EXW) Lütjensee INCOTERMS® 2020 at the buyer's expense and risk. The risk passes to the buyer as soon as the goods have been loaded onto the carrier at IRMECO's delivery point. In addition to or deviating from the INCOTERMS rules, IRMECO organizes transportation to the agreed destination at the buyer's expense and risk.

Special trips and freight costs are borne by the buyer.

Delivery Period

The delivery times stated by IRMECO in offers and orders are always non-binding unless expressly confirmed in writing as a "binding delivery date" by IRMECO. If force majeure or circumstances attributable to the buyer or a supplier prevent delivery, the delivery period shall be extended reasonably, or IRMECO may withdraw from the delivery obligation. IRMECO's delivery is subject to the delivery by its suppliers. IRMECO will promptly notify the buyer if a delivery by its suppliers does not take place and refund any payments already received.

Partial services and partial deliveries are permissible to a reasonable extent. We may invoice interim payments to a reasonable extent. In case of a delivery delay, the buyer is obligated, upon our request, to declare within a reasonable period whether they still insist on delivery or withdraw from the contract due to the delay and/or demand damages instead of performance. In the event of a delay in delivery attributable to IRMECO, the buyer is entitled to assert further rights only if a grace period of at least two weeks set by the buyer after the occurrence of the delay has elapsed without result.

Packaging

Delivery always includes manufacturer packaging. IRMECO selects additional packaging according to specific requirements. Additional costs arising from product-specific features or additional packaging will be invoiced separately. The use of buyer-provided packaging is only possible by prior agreement. The return of packaging in accordance with legal regulations is only possible after prior consultation with IRMECO.

Data Protection

IRMECO is entitled to process and store all relevant data about the buyer for its own purposes in compliance with the provisions of the Federal Data Protection Act.

Complaints and Warranty

The buyer must inspect the goods immediately upon receipt to determine whether the quality and quantity correspond to the contractual agreements. Defects identifiable upon proper inspection of the goods and deliveries of goods or quantities other than those ordered must be reported within fourteen (14) days of receipt of the goods. Hidden defects must be reported immediately upon discovery, but no later than twelve (12) months after receipt of the goods by the supplier.

If the buyer fails to make a timely complaint, the goods shall be deemed accepted by the buyer with regard to quality and quantity. Regarding warranty and/or goodwill services, IRMECO follows the respective conditions of the manufacturers. Defective goods may only be returned with the express consent of IRMECO. If the buyer has timely complained about defects or deliveries of goods other than those ordered, the goods will be exchanged at IRMECO's discretion or taken back against reimbursement of the purchase price. In the event of a replacement delivery of defective goods, IRMECO grants the buyer the right to withdraw or reduce the price. In the case of timely reported shortfalls, IRMECO has the option of subsequent delivery or issuing a corresponding credit note.

Returns

In principle, only goods in undamaged, unopened, and unlabeled original manufacturer packaging are accepted for return. If an order is canceled by the buyer before the goods are delivered, IRMECO is entitled to charge the buyer all costs incurred due to the cancellation. This particularly applies to cancellation and withdrawal costs invoiced to us by our suppliers. Returns of goods that are free of defects and not attributable to our fault may only be returned to our warehouse with our express consent and free of charge. We are entitled to charge or deduct, as a processing fee, up to 20% of the value of the goods, but at least EUR 25.00 plus VAT, for the costs incurred by us. Please use our return form for returns.

Liability

Without prejudice to the provisions on warranty and other special regulations made in these provisions, the following applies in cases of IRMECO's breach of duty:

a) The buyer must grant IRMECO a reasonable period for subsequent performance, which must not be less than 2 weeks.

b) Only after the unsuccessful expiry of the period for subsequent performance can the buyer withdraw from the contract and/or claim damages.

c) Claims for damages are excluded unless otherwise provided below:

aa) Claims for damages by the buyer regarding liability for damages resulting from injury to life, body, or health caused by negligent breach of duty by IRMECO or intentional or negligent breach of duty by a legal representative or vicarious agent of IRMECO are neither excluded nor limited.

bb) The buyer can only claim damages in cases of grossly negligent breach of duty by IRMECO or grossly negligent or intentional breach of duty by a legal representative or vicarious agent of IRMECO, as well as in the case of breach of essential contractual obligations. In the event of culpable breach of essential contractual obligations, IRMECO is liable – except in cases of gross negligence or intent – only for the typically foreseeable damage.

cc) The limitation of liability also does not apply in cases where liability for damages resulting from defects in the repair of personal injury or property damage to privately used items is provided for under the Product Liability Act. It also does not apply to the absence of characteristics that have been expressly assured in writing if the assurance was intended to protect the client against damages not caused to the item itself.

dd) In the event of liability arising from breaches of duties under the Product Liability Act, liability exists only for damages caused by intentional or grossly negligent breaches of duties. Liability is, where permissible, limited to the value of the product.

Payment Terms

Payment obligations arising from goods deliveries must be fulfilled within thirty (30) days from the invoice date without deduction. For payments by bank transfer or check, the payment obligation is only fulfilled when the invoice amount is credited to IRMECO's bank account. In the event of exceeding the credit terms, IRMECO is entitled to charge interest at the customary bank rates, but at least at a rate of 8 percentage points above the respective base interest rate. IRMECO is entitled to request advance payment. Invoices will be transmitted electronically to the specified email address unless otherwise agreed.

Retention of Title

All goods delivered by IRMECO remain the property of IRMECO until the buyer has paid all of their obligations arising from the mutual business relationship. When processing the goods supplied by IRMECO, the buyer is considered the manufacturer, and IRMECO acquires ownership of the newly created goods. The buyer hereby assigns all claims arising from the sale of goods to which IRMECO retains ownership rights to IRMECO as security, in the amount of IRMECO's ownership share in the sold goods. The buyer must immediately notify IRMECO of any impairment of its rights to the goods owned by it, in particular seizures and other attachments. If the buyer fails to fulfill its obligations towards IRMECO in full, it must, upon request, surrender the goods to IRMECO without IRMECO withdrawing from the contract.

Non-Binding Advice

IRMECO advises its customers technically to the best of its knowledge within the given possibilities, but without obligation. This applies in particular to compliance with any third-party intellectual property rights. IRMECO's suggestions do not release customers from the requirement to independently verify the suitability of the products for the intended purposes.

Property Rights

The contents of this homepage, especially the visual material, are the property of IRMECO or third-party providers and may only be used for own purposes with our express permission.

Applicable Law for Purchases

The contractual relationship is subject to the law of the Federal Republic of Germany. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply.

Re-Export

The customer agrees that the delivered goods or services are used exclusively within Germany or the European Union. Any re-export or resale of the delivered goods or services to third countries is only permitted with the prior written approval of IRMECO. The customer is obliged to comply with all national and international export control laws and embargo regulations and to indemnify IRMECO from any liability in connection with unauthorized re-export.

Place of Performance

The place of performance for IRMECO's obligations is Lütjensee. The place of performance for the buyer's obligations, especially for payment, is Lütjensee.

Jurisdiction

For all disputes arising from the contractual relationship, if the buyer is a merchant, a legal entity under public law, or a special public asset, Lütjensee shall be the exclusive place of jurisdiction.

Effectiveness of Individual Provisions

Should individual provisions be or become invalid, this shall not affect the validity of the remaining provisions.

Information on Online Dispute Resolution

The EU Commission provides an internet platform for online dispute resolution (the so-called "ODR platform"). The ODR platform serves as a point of contact for the out-of-court resolution of disputes concerning contractual obligations arising from online purchase contracts. The ODR platform can be reached via the following link: www.ec.europa.eu/consumers/odr

January 2024, Managing Director