1. Application

  1. The following General Terms and Conditions shall apply. Except when otherwise agreed in writing, all contracts and sales by INGENETIX GmbH (“INGENETIX”) shall be governed solely and exclusively by the following General Terms and Conditions. The same applies to all future business transactions between INGENETIX and Buyer.
  2. INGENETIX shall not admit any purchasing conditions of the Buyer which deviate from the General Terms and Conditions set forth hereinbelow. INGENETIX shall not be governed by any terms of the Buyer even if INGENETIX fails to expressly and separately object to such terms upon entering a contract. Application of any general terms and conditions deviating from INGENETIX’s General Terms and Conditions shall be expressly excluded. Nor shall INGENETIX’s furnishing of an acceptance of order be deemed to be an acceptance of the Buyer’s terms.
  3. INGENETIX shall not be bound by any quotation except when such quotation is confirmed by INGENETIX or executed by the delivery of the ordered goods.
  4. No change, modification or amendment whatsoever nor any collateral agreement shall be valid unless confirmed in writing on a case-to-case basis by INGENETIX.
  5. If the Buyer orders quantities that vary from the unit sizes specified in the pricelist or on the proforma invoice, INGENETIX shall be entitled to supply the unit size nearest to the quantity ordered.

2. Prices

  1. Payment shall be based on the prices applicable on the day of performance. In the event of any change in conditions, including, without limitation, the cost of raw materials, wages, freight costs, insurance costs, customs or other duties, INGENETIX shall be entitled to pass on the attendant price changes to the Buyer. Should the Buyer object, INGENETIX shall be entitled to cancel the contract or to retain goods not yet shipped.
  2. Invoicing shall be in EURO. The prices are exclusive of the statutory value added tax.Prices shall be ex works, including packaging, except for sensitive products and products which require a large quantity of packaging material, in which case packing shall be charged separately.

3. Delivery

  1. For orders with an invoice value of less than EUR 1,500 excluding VAT, INGENETIX is entitled to charge a handling fee of EUR 200 excluding VAT, unless otherwise agreed.
  2. INGENETIX shall be entitled to stipulate minimum purchasing quantities.
  3. The regular delivery time is six to eight weeks.
  4. No delivery period shall be binding except when expressly specified as binding. INGENETIX shall not admit any claim for damages due to delayed delivery.
  5. Delivery periods shall not commence until all information required to identify the content of the order has been received and clarified and the order confirmation has been issued by INGENETIX.
  6. If the Buyer is obliged to pay in advance, the delivery time shall only commence upon receipt of the prepayment on INGENETIX’s bank account.
  7. Requests for express delivery shall be stated by the Buyer when the order is placed. In such event INGENETIX shall be entitled to charge the cost of express delivery.
  8. If in the event of lot reservation, the Buyer has failed to call off all or part of the quantity ordered upon expiry of the agreed time limit, INGENETIX reserves the right to cancel the contract to the extent not yet performed without granting a respite and to charge the Buyer for the price difference.
  9. Once the order confirmation has been issued by INGENETIX and sent to the Buyer, INGENETIX does not acknowledge modifications or cancellations.
  10. Acts of God or events of force majeure including, without limitation, war, strike, lockout, operational or traffic breakdown, plant shutdown, damage from fire, flooding, shortage of energy or raw materials, accident, delivery breakdown, government regulations, etc. which impede or obstruct production and/or shipment shall release INGENETIX of its obligation to deliver under this contract for the duration and extent of such impediment or obstruction.
  11. For as long as the Buyer defaults on payment, including payment with regard to another business transaction, or fails to take an action required to perform the contract, INGENETIX shall be entitled to suspend its own performance. If the Buyer fails to take acceptance of the goods, INGENETIX shall be entitled to cancel the contract and claim damages for non-performance.
  12. If the currency used for invoicing is devalued during performance of the contract, INGENETIX shall be entitled to raise prices for that part which is still undelivered. If the Buyer objects, INGENETIX shall be entitled to cancel the contract.

4. Shipment

  1. Goods are generally shipped ex works Incoterms 2020.
  2. Upon the Buyer’s request the goods can be shipped CPT Incoterms 2020, whereby INGENETIX is charging the Buyer for the transport costs.
  3. INGENETIX shall reserve the right to choose the shipping route and the type of shipment and to issue the instructions for transport.

5. Payment

  1. Payments shall be made in accordance with the payment terms specified on the bill or invoice.
  2. In the event of late payment, INGENETIX shall charge statutory default interest on the outstanding invoice amount at the applicable statutory interest rate. INGENETIX reserves the right to claim damages for delayed performance. Any expenses incurred by INGENETIX for reminding and collecting payments, including, without limitation, charges from collectors and lawyers, shall be borne by the Buyer.
  3. Failure to comply with the agreed payment terms, incomplete payment of any invoice or any change in the Buyer’s economic or legal circumstances shall entitle INGENETIX to cancel the contract or retain those quantities not yet shipped without entitling the Buyer to claim damages. Such course of action shall not affect any other rights of INGENETIX, including, without limitation, any rights from its reservation of title.
  4. A payment shall be deemed to have been received on the date on which INGENETIX is able to dispose of the amount of payment.
  5. The Buyer shall not offset any claims by INGENETIX against claims of its own, nor shall the Buyer be entitled to withhold payment.
  6. If the Buyer defaults on payment, INGENETIX shall supply further goods only against cash before delivery or, in the event of exports, against cash before delivery, a bank guarantee or an irrevocably confirmed documentary letter of credit, in which cases any and all bank expenses shall be borne by the Buyer.

6. Complaints and return of goods

  1. Unless otherwise agreed in writing, complaints will only be considered if they are submitted in writing within five working days of receipt of the goods. Non-obvious defects must be reported in writing immediately after discovery. If no notification is made within the specified period, the goods shall be deemed to have been approved.
  2. No complaint shall entitle the Buyer to reduce or withhold payment of the purchase price.
  3. If INGENETIX recognizes the complaint, it shall be obligated only to supply substitute goods to the exclusion of any further claims (including, without limitation, claims for damages). In particular and to the extent permitted by the law, claims for damages on the grounds of non-delivery or delayed delivery shall be excluded.
  4. The complaint shall be accompanied by a copy of the invoice or a delivery note.
  5. The return or exchange of delivered goods shall be excluded. INGENETIX shall provide temporary storage for goods returned only if the return has been previously agreed in writing with the Buyer. INGENETIX reserves the right to destroy any goods that are returned without its express consent.
  6. No compensation for reagents shall be granted except when the lot sample (retain sample) drawn and stored by INGENETIX does not comply with the agreed specifications

7. Warranty

  1. INGENETIX warrants only that the diagnostic reagents delivered comply with the product specifications published by INGENETIX at the time of delivery. No further quality or suitability for a specific purpose is warranted unless expressly agreed in writing.
  2. The warranty is valid only until the expiration date indicated on the product and requires that the products be transported, stored, handled, and used strictly in accordance with the respective product information, instructions for use, and recognized laboratory standards.
  3. Further claims by the buyer, in particular for damages, compensation for consequential damages, lost profits, production downtime, costs for replacement tests, laboratory expenses, or other indirect damages, are excluded to the extent permitted by law.
  4. INGENETIX assumes no responsibility or liability for diagnostic results, clinical decisions, scientific conclusions, or other decisions based on the use of the reagents. The responsibility for validating the methods, correctly using the products, and interpreting the results lies solely with the user.

8. Damages and product liability

  1. INGENETIX expressly refuses to admit any claims for damages asserted by the Buyer or any other contracting party of INGENETIX or in connection with the contractual relationship or execution of a contract by other parties.
  2. To the extent permitted under the law, neither INGENETIX nor any of its intermediaries within the meaning of the Product Liability Act shall admit any product liability claim with regard to the products placed on the market, sold, marketed or distributed by INGENETIX. No claim shall be admitted for any loss or damage which is caused by non-compliance with warning instructions for shipping and processing (including, without limitations, with regard to reagents).
  3. In using the products, all reasonable precautions shall be taken to keep as low as possible any loss or damage which might arise in the event of a defect of the product. The Buyer shall take appropriate preventive action. Each and every contracting party shall be liable to INGENETIX for any loss or damage which may accrue to INGENETIX from the party’s failure to fulfil obligations assumed by it.
  4. If a contracting party transfers any product delivered by INGENETIX, such contracting party undertakes to bind the recipients to any and all disclaimers and obligations set forth in Clauses 8.1. and 8.2. above and to commit them in turn to bind all subsequent recipients accordingly. In the event of a transfer, the contracting party shall confirm its compliance with this undertaking in writing within two weeks of being requested to do so by INGENETIX. The contracting party shall be liable to INGENETIX for any loss or damage which may accrue to INGENETIX if the above duty is not performed. Transfer is understood to mean the handing-over of a product to any third party, be it in processed or unprocessed form, under whatever legal title or within the scope of executing works on the product.
  5. INGENETIX’s liability – regardless of the legal basis – is limited to the purchase price of the delivery in question.
  6. Mandatory statutory liability provisions, particularly those relating to willful misconduct, gross negligence and injury to life, limb or health, as well as those under mandatory product liability laws, remain unaffected.

9. Reservation of title

  1. Each shipment of goods shall remain the property of INGENETIX until any and all claims by INGENETIX have been paid in full and until any current account balance which may be debited to the Buyer has been settled.
  2. If the Buyer defaults on any payment, INGENETIX shall, at any time, be entitled to demand return of the goods, with or without cancelling the contract.
  3. No suit for the purchase price or any part thereof shall affect the reservation of title held by INGENETIX.
  4. The Buyer shall be entitled only to use the goods in the course of its proper business operations. If the Buyer resells the goods prior to paying for them, the Buyer herewith cedes to INGENETIX any claims accruing to the Buyer against its own buyers. The Buyer shall hold the revenues from such resale in separate custody and immediately pay to INGENETIX such part of it as is still due from the purchase price.
  5. If any goods are attached or otherwise seized by a third party, INGENETIX shall be promptly informed in writing and supplied with all documentation required for intervention.
  6. The Buyer undertakes to take out insurance coverage for any insurable loss or damage. The Buyer shall cede in advance any claims under insurance contracts to INGENETIX.
  7. The Buyer shall act as the safekeeper of the goods until they are resold.
  8. If the Buyer fails to perform its obligations under these General Terms and Conditions or its duties under the law, INGENETIX shall be entitled to demand return of the goods without cancelling the contract.

10. Place of performance, place of jurisdiction, miscellaneous

  1. The place of performance for all deliveries and payments shall be INGENETIX’s domicile.
  2. The court in Vienna, which is competent for commercial matters, shall have sole jurisdictions for all disputes. However, INGENETIX may optionally choose to take recourse to the courts at the Buyer’s place of general jurisdiction
  3. Austrian law shall be applied. Application of the United Nations Convention on Contracts for the International Sale of Goods (Austrian Federal Gazette no. 1988/96) shall be excluded.
  4. If any provision of these General Terms and Conditions should be found to be invalid, this shall not affect the validity of the remaining provisions thereof nor the validity of the contract or the effectivity of its conclusion.
  5. If these GT are translated into a language other than German, only the German version shall be binding.

11. Data processing

  1. The Buyer expressly permits INGENETIX to process its personal data within the scope of INGENETIX’s business activities and business operations for business purposes and to disclose them to third parties.

12. Distributor’s obligations

Regulation (EU) 2017/746 of the European Parliament and of the Council 5 April 2017

  1. When making a device available on the market, distributors shall, in the context of their activities, act with due care in relation to the requirements applicable.
  2. Before making a device available on the market, distributors shall verify that all of the following requirements are met:
    a) the device has been CE-marked and the EU declaration of conformity of the device has been drawn up;
    b) the device is accompanied by the information to be supplied by the manufacturer in accordance with Article 10(10);
    c) for imported devices, the importer has complied with the requirements set out in Article 13(3);
    d) that, where applicable, a UDI has been assigned by the manufacturer.

    In order to meet the requirements referred to in points (a), (b) and (d) of the first subparagraph the distributor may apply a sampling method that is representative of the devices supplied by that distributor.
    Where a distributor considers or has reason to believe that a device is not in conformity with the requirements of this Regulation, it shall not make the device available on the market until it has been brought into conformity and shall inform the manufacturer and, where applicable,
    the manufacturer’s authorised representative, and the importer. Where the distributor considers or has reason to believe that the device presents a serious risk or is a falsified device, it shall also inform the competent authority of the Member State in which it is established.

  3. Distributors shall ensure that, while the device is under their responsibility, storage or transport conditions comply with the conditions set by the manufacturer.
  4. Distributors that consider or have reason to believe that a device which they have made available on the market is not in conformity with this Regulation shall immediately inform the manufacturer and, where applicable, the manufacturer’s authorised representative and the importer. Distributors shall co-operate with the manufacturer and, where applicable the manufacturer’s authorised representative, and the importer, and with competent authorities to ensure that the necessary corrective action to bring that device into conformity, to withdraw or to recall it, as appropriate, is taken. Where the distributor considers or has reason to believe that the device presents a serious risk, it shall also immediately inform the competent authorities of the Member States in which it made the device available, giving details, in particular, of the non-compliance and of any corrective action taken.
  5. Distributors that have received complaints or reports from healthcare professionals, patients or users about suspected incidents related to a device they have made available, shall immediately forward this information to the manufacturer and, where applicable, the manufacturer’s authorised representative, and the importer. They shall keep a register of complaints, of non-conforming devices and of recalls and withdrawals, and keep the manufacturer and, where available, the authorised representative and the importer informed of such monitoring and provide them with any information upon their request.
  6. Distributors shall, upon request by a competent authority, provide it with all the information and documentation that is at their disposal and is necessary to demonstrate the conformity of a device. 

Distributors shall be considered to have fulfilled the obligation referred to in the first subparagraph when the manufacturer or, where applicable, the authorised representative for the device in question provides the required information.
Distributors shall cooperate with competent authorities, at their request, on any action taken to eliminate the risks posed by devices which they have made available on the market. Distributors, upon request by a competent authority, shall provide free samples of the device or, where that is impracticable, grant access to the device.