General Terms and Conditions (GTC) of Cell Science Systems GmbH (CSS) services / as of 1/2018
1.1 After reference to the following General Terms and Conditions (GTC) of Cell Science Systems GmbH (hereinafter “CSS”), with which the contractual partner of CSS agrees to, the contracting parties have concluded the contract by including these GTC.
1.2 The following conditions apply to the agreed services, including consulting services, information, deliveries etc as well as ancillary services and other ancillary contractual obligations.
1.3 Any conflicting terms and conditions will not be part of the contract even if CSS does not expressly object. In particular, they are not tacitly recognized.
These Terms and Conditions regulate the conduct of blood tests for the determination of food sensitivities and test-related consulting services. For the performance of the services mentioned in these terms and conditions, fees will be charged in accordance with the applicable price list or a personalized offer of the CSS. Additional costs (transport costs, blood collection equipment and safe shipment (“test kit”) are stated in the valid price list or valid offer. All privately offered services of CSS are subject to VAT. Excepted are clients domiciled in the EU who do have a registered business with VAT ID (tax reversed). For legal reasons, it is not possible to refund VAT once invoiced or to amend invoices retrospectively. If the customer cancels the order prematurely, it will not be possible to cancel the order once the order has been confirmed. These terms and conditions apply to merchants within the meaning of §24 AGB-Gesetz and all legal entities of public law and public-law institutions, as far as otherwise expressly determined.
3. Scope of services / deadlines
3.1 For the scope of the service the written confirmation of the offer of CSS authoritative or a written contract between the contracting parties (submission of the blood sample with completed laboratory application form) is necessary.
3.2 CSS is only liable for performance data and assurances or other declarations by its agents or vicarious agents if these declarations have been designated as binding by CSS in writing.
3.3 The contractually agreed performance deadlines and dates are based on estimates of the scope of work and are only binding if they have previously been expressly agreed as binding and only begin to run when the contractor has provided CSS all the acts of cooperation previously required.
3.4 CSS is not liable for delays or damages caused by weather-related influences or third parties (e.g. non-usable sample due to delays in delivery).
4. Obligations of the contracting party
4.1 The contractual partner of CSS ensures that all required cooperation on his part or on the part of his vicarious agents is provided on time and free of charge for CSS. The cooperation must comply with the applicable standards, safety regulations and accident prevention regulations.
4.2 The contractual partner of CSS shall bear any additional expenses arising from the fact that work must be repeated or delayed as a result of late, incorrect or incomplete information or improper acts of cooperation for which it is responsible.
4.3 The contracting party undertakes to indemnify CSS, its managing directors, employees, employees, executives and vicarious agents against all costs and expenses of any kind at first request, which are directly caused by:
a) any breach of the contracting party’s provision of these Terms and Conditions, including non-compliance or omission of other requirements
b) any event causing damage which is related to the test preparations (e.g. blood sampling)
4.4 The contracting party agrees not to publish or reproduce parts of CSS’s service, such as test results, in part, without the written permission of CSS, or the patient. In addition, the contracting party agrees not to use, quote or interpret test results abusively or misleadingly.
5. Warranty, liability
5.1 The guarantee of the CSS covers only the expressly ordered services. No guarantee is given for the correctness and usability of the submitted sample material.
5.2 The warranty is limited to the repair of an error or defect within a reasonable period. If the rectification is not done on time or insufficiently, the client is entitled to a reduction.
5.3 The limitations of liability also apply with regard to the personal liability of CSS employees.
5.4 All other claims of the client for direct and indirect damages – for whatever legal reason – in particular claims for damages for positive breach of contract or tort and for compensation for damages that did not occur to the subject of the contract itself are excluded, as far as they are about the liability and warranty, unless it is in case of intent or gross negligence mandatory liability. This also applies to the personal liability of CSS employees.
CSS and its employees are bound to secrecy about all the facts they have come to understand through the assignment. Copies of documents provided to CSS that are relevant for the performance act may be copied for own documentation. CSS and its employees must not disclose and exploit business and operating conditions that come to their knowledge when carrying out their activity.
Unless otherwise agreed by contract, all copyrights of CSS created test results, representations, etc. remain with CSS.
8.1 Basic requirement
The contractor or his authorized representative, hereinafter referred to as the “client”, instructs CSS to perform a blood test to identify food sensitivities.
8.2 Performance deadlines and service dates
Until the final execution of the contract, the offers of CSS, in particular with regard to performance, prices and deadlines are non-binding.
8.3 Place of testing
Testing for food sensitivity testing takes place in the premises of the CSS.
8.4 Test procedure
After the conclusion of the contract, the client shall forward to CSS the sufficiently filled blood sample(s) together with the documents required for testing in compliance with the legal transport regulations (proper use of the provided test kit). After receipt of the sample material and the associated documents, the measurement is carried out. Unless otherwise contractually agreed, delivery of the test results takes place within 10 working days after testing day and full payment receipt. Test results are released via encrypted email or postal transportation. A guarantee for the linguistic correctness of the results can only be provided for results in German and English (the results are accompanied by a “guaranteed” language version).
8.5 Sample material
The CSS provides the material needed for sampling and shipping (test kit). Any additional costs resulting from incorrect handling (especially shipping) are to be borne by the customer. The submitted documents are kept according to the legal regulations. For the loss or damage to the submitted material is not liable to the CSS. CSS, however, has to exercise the care it applies to similar own matters.
9. Right of withdrawal
The client may cancel the order in writing within 10 working days (liable to pay return costs of the materials provided and administration fee). This right also lapses before expiry of this period if the contract is completely fulfilled by both parties at request of the client (sending in the blood sample) before the customer has exercised his right of withdrawal. The order can be revoked only free of charge (depending on case; an administration or shipment fee might apply) before submission of the blood sample. Ones the sample is received full fees apply, which correspond with the effort.
The client may lodge an appeal or appeal against CSS in writing. CSS comments on the objections submitted and sends them to the complainant in writing within a reasonable time.
The parties may assign in full or part of the rights and obligations arising from the contract with the prior written consent of another party.
13. VAT-EU Internal Market Act (only applies to companies located outside Germany)
The customer assures the correctness of the details of his name, his address and his VAT identification number / business registration, which he informs immediately without any request, if not yet done. He agrees to promptly notify CSS and its domestic tax authority of any change in name, address and VAT ID number.
14. Place of fulfillment and jurisdiction
Place of fulfillment and jurisdiction is Potsdam for both parties. This exclusive place of jurisdiction also applies to all current and future claims arising from the business relationship, be it that the party to be claimed in the legal proceedings relocates its domicile or habitual residence outside the area of application of German law or, at the time of the claim not known. The same applies in the event that claims are asserted in the course of the order for payment procedure (§§ 688 ff. ZPO). The exclusive application of the law applicable in the Federal Republic of Germany is agreed. The application of the UN Sales Convention (CISG) is excluded.
15. Terms of payment and prices
Unless otherwise agreed in writing, the prices published by CSS in the version valid at the time of the order confirmation shall apply to the calculation of the services. Cost advances may be required, partial invoices can be provided. Partial invoices do not have to be designated as such, the receipt of an invoice does not mean that CSS has completely settled the order. The invoice amount is due for payment immediately after invoicing, but no later than the specified date. In case of later payment, Cell Science Systems GmbH reserves the right to charge default interest of 2% p.a. over EURIBOR for the period between payment due date and receipt of payment. (For private customers or business customers outside of Germany: The turnover tax is levied in addition to the performance price at the time of the invoice and has to be reported separately Complaints of invoices must be notified in writing within a limitation period of 14 days after receipt of the invoice.
16. Additional agreements
Subsidiary agreements, changes or additions to these terms and conditions or contracts require the written confirmation of the CSS to be effective.
17. Final provisions
If individual provisions of these terms and conditions should be ineffective or unenforceable or if these terms and conditions contain gaps, this will not affect the validity of the remaining provisions. In place of the ineffective or unenforceable provisions, the effective or enforceable provision shall be deemed to have been agreed, which economically comes closest to the meaning and purpose of the ineffective or unenforceable provision.