Terms and conditions
1. Scope of Application
1.1 These General Terms and Conditions (GTC) apply to all business relationships between Sphera Analytics GmbH, Address: Keltenring 1-3, 82041 Oberhaching / Germany (hereinafter referred to as “Seller/Service Provider”) and its customers (“Customer”) in the version valid at the time of contract conclusion.
1.2 Unless otherwise agreed in writing, business relations are exclusively concluded with entrepreneurs within the meaning of §14 of the German Civil Code (BGB). If consumer transactions are affected, consumer protection provisions apply accordingly.
1.3 Deviating, conflicting, or supplementary terms of the Customer shall not become part of the contract unless expressly agreed to in writing by the Seller.
1.4 These GTC apply to the delivery of laboratory devices (sales), full-service work (maintenance, calibration, repair), and testing services performed in the company’s BSL-2 laboratory.
2. Contract Conclusion
2.1 Offers by the Seller are non-binding and without obligation unless expressly designated as binding.
2.2 A contract is concluded only through written order confirmation by the Seller or by delivery of the goods/performance of the service.
2.3 Oral or telephone agreements require written confirmation to be valid.
2.4 The Seller reserves the right to reject orders at its discretion (e.g., in case of incomplete credit checks or non-compliance with safety or hygiene requirements, especially for BSL-2 laboratory orders).
3. Scope of Performance
3.1 Sales: Delivery of laboratory devices as agreed and specified (e.g., technical data sheet, accessories, installation requirements).
3.2 Full service: Maintenance, calibration, repair, or servicing of laboratory devices.
3.3 Testing services: Execution of tests and analyses in the company’s BSL-2 laboratory (e.g., microbiological testing, validation) according to the agreed service description.
3.4 The scope of services results from the offer or order confirmation and these GTC.
3.5 The Customer must inform the Seller in advance (at least … days before performance) of any specific requirements, safety, or hygiene conditions.
4. Prices and Payment
4.1 Prices stated in the offer or order apply; all prices are net plus statutory VAT.
4.2 In case of increases in labor or material costs after order confirmation (e.g., spare parts, accessories, shipping), the Seller may adjust prices accordingly.
4.3 Invoices are payable within 30 days of the invoice date without deduction unless otherwise agreed in writing.
4.4 In case of late payment, statutory default interest may be charged, and further services may be withheld until payment.
4.5 Offsetting is permitted only with undisputed or legally established claims. The Customer may assert a right of retention only if arising from the same contractual relationship.
§ 5 Cancellation and Withdrawal by the Customer
5.1 Cancellation or withdrawal from confirmed orders requires the Seller’s written consent.
5.2 In case of cancellation after order confirmation but before delivery, Sphera Analytics GmbH may charge up to 100% of the net order value for specially configured or non-resalable devices. For stock devices, a cancellation fee of 25% of the net order value applies unless the Seller proves higher damages. The Customer may demonstrate lower damages.
5.3 Work already started or individualized (e.g., customized devices, special orders, calibrations) will be charged in full.
5.4 The Seller’s right to claim higher proven damages remains unaffected.
6. Delivery, Performance Time, and Service Execution
6.1 Delivery and performance times are binding only if confirmed in writing.
6.2 Delivery periods begin after all necessary documentation, information, and any agreed prepayments are received.
6.3 Partial deliveries and partial services are permissible if reasonable for the Customer.
6.4 If the Customer delays acceptance or postpones shipment, the goods are deemed delivered once made available; the risk passes to the Customer at that point.
6.5 For BSL-2 laboratory services, delays caused by unclear sample condition, missing documentation, or safety requirements are borne by the Customer.
6.6 In cases of force majeure or unavailability not caused by the Seller (e.g., supplier failure, official restrictions), delivery periods are extended accordingly; damage claims are excluded.
7. Partial Deliveries and Minor Deviations
7.1 Sphera Analytics GmbH is entitled to make partial deliveries or partial performance if reasonable.
7.2 Minor deviations in design, execution, or equipment that do not impair functionality or usability do not constitute defects and do not entitle the Customer to withdrawal or reduction.
7.3 Refusal of delivery or withholding of payment is permitted only in the case of significant deviations that materially affect the main function of the device.
8. Transfer of Risk and Shipping
8.1 Risk passes to the Customer upon handover to the carrier or upon collection at the Seller’s warehouse.
8.2 A transport insurance policy may be taken out at the Customer’s expense upon request.
8.3 In case of return shipment, the Customer must package devices properly and follow the Seller’s transport and safety instructions.
9. Warranty and Liability
9.1 Statutory warranty rights apply unless otherwise stated.
9.2 The warranty period is twelve (12) months from delivery unless otherwise agreed in writing.
9.3 Warranty covers only material and manufacturing defects. It excludes damage caused by improper use, operating errors, chemical, physical, or electrical influences, wear and tear, improper maintenance, or external interference.
9.4 Consumable and wear parts (e.g., seals, filters, tubes, lamps, electrodes, fuses, pipette tips, or other regularly replaced components) as well as spare parts are excluded from warranty unless a material defect exists.
9.5 The Customer must inspect delivered goods and/or laboratory service results immediately and notify the Seller in writing of visible defects within five (5) working days. Hidden defects must be reported immediately upon discovery as per §377 HGB.
9.6 In case of a valid defect claim, the Seller may choose to repair or replace (for goods) or repeat the service (for tests). If repair or replacement fails, the Customer may demand a reduction in price or withdraw from the contract.
9.7 For laboratory services, the Seller warrants that results comply with the agreed specifications. Further guarantees apply only if expressly agreed in writing.
9.8 Limitation of liability: Sphera Analytics GmbH shall not be liable for indirect damages, loss of profit, production downtime, data loss, or other financial losses arising from defective or failed devices, unless caused intentionally or by gross negligence.
9.9 Liability under the German Product Liability Act remains unaffected.
10. Use of Test Results
10.1 The Customer may use test results and reports from the BSL-2 laboratory only as contractually agreed and solely for the approved purpose.
10.2 Distribution, publication, or use for other purposes (e.g., regulatory submissions or marketing) requires prior written consent.
10.3 The Seller assumes no responsibility for the suitability of results for regulatory or official purposes unless explicitly agreed.
11. Retention of Title
11.1 Delivered goods remain the property of the Seller until full payment is received.
11.2 The Customer must handle reserved goods with care and insure them adequately against damage or loss.
11.3 The Customer must notify the Seller immediately if third parties assert rights over the goods (e.g., seizure).
11.4 The Customer may not pledge, transfer ownership, or otherwise dispose of reserved goods without written consent.
12. Special Provisions for Service Contracts
12.1 For testing services performed in the BSL-2 laboratory:
a) Samples must meet Sphera Analytics GmbH’s submission and safety requirements.
b) Disposal or return of residues or sample material is at the Customer’s cost unless otherwise agreed.
c) All necessary documents (e.g., safety data sheets, certificates) must be provided in advance; delays or missing documents may result in rescheduling or additional costs.
12.2 Test reports are provided in the agreed format (e.g., PDF or printed).
12.3 In case of service cancellation after order confirmation but before work start, Sphera Analytics may charge 25% of the order value; if work has started, the full amount is payable.
12.4 The Customer warrants that submitted samples do not infringe third-party rights and pose no unreported biological risks.
13. Confidentiality and Data Protection
13.1 Both parties agree to keep confidential all non-public business, technical, or financial information.
13.2 The Customer agrees that the Seller may process necessary personal data in compliance with data protection and biosafety regulations.
13.3 Reports and data may only be used within the Customer’s organization and not shared with third parties without written consent.
14. Contract Duration and Termination
14.1 For ongoing service contracts (e.g., maintenance), the minimum term is 12 months unless otherwise agreed.
14.2 Termination for good cause remains unaffected.
14.3 Notice of termination must be given in writing.
15. Final Provisions
15.1 Amendments or supplements, including this clause, must be in writing.
15.2 If any provision of these GTC is or becomes invalid, the remaining provisions remain unaffected; an equivalent valid provision shall replace the invalid one.
15.3 Place of performance and jurisdiction, where legally permissible, is the Seller’s registered office.
15.4 German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).