General Terms and Conditions of Sale

Les présentes Conditions Générales de Vente sont fournies en anglais. La version anglaise est la version contraignante et régit le Contrat.

Seller, Nanodrag, we or us means NANODRAG TECHNOLOGY GmbH or any other company within the NANODRAG group, in each case the legal entity identified as the seller in the mutually agreed Proforma Invoice or Order Confirmation. That identified entity is the Seller and contracting party under the Contract. DragLab is a brand and is not a separate legal entity.

Customer means a business acting in its commercial or independent professional capacity, a legal entity under public law or a special fund under public law. Goods means the laboratory equipment, accessories, spare parts and other products identified in the Contract. Services means the services expressly agreed in the Contract.

Contract means the agreement formed under Clause 1.2, including the mutually agreed Proforma Invoice or Order Confirmation, the accepted specifications and any mutually accepted changes. A purchase order issued by the Customer does not form part of the Contract except to the extent expressly accepted by us in text form and incorporated into the mutually agreed Proforma Invoice or Order Confirmation. Text form includes email unless a legally mandatory form applies. These Terms means the version supplied or made available to the Customer before the Contract is concluded.

1.1 These Terms govern our B2B sales and associated Services where validly incorporated into the Contract. They are not intended for consumer transactions. Individually agreed terms take priority. Conflicting customer purchasing terms apply only to the extent expressly accepted by us; performance alone does not constitute such acceptance.

1.2 Website listings and catalogues invite enquiries and do not constitute binding offers. Unless expressly identified as binding, quotations are subject to our acceptance of the Customer's order. The Contract is formed when we confirm acceptance in text form by issuing a mutually agreed Proforma Invoice or Order Confirmation, or when we begin the agreed performance with the Customer's acceptance. An automated acknowledgement of receipt alone does not constitute acceptance.

1.3 The mutually agreed Proforma Invoice or Order Confirmation identifies the Goods, quantities, specifications, price, payment and delivery terms and any included Services. A purchase order issued by the Customer does not form part of the Contract, and any terms or specifications in it that differ from our documents apply only if we expressly accept them in text form and incorporate them into the mutually agreed Proforma Invoice or Order Confirmation. Any change after conclusion of the Contract requires mutual agreement; individually agreed terms retain priority.

1.4 Each party must comply with export controls, sanctions and import requirements applicable to its activities. The Customer must provide accurate destination, consignee and end-use information and obtain authorisations allocated to it by law and the agreed delivery term. The Seller retains responsibility for its own legal obligations.

1.5 We may suspend an affected transaction where performance would be unlawful or reasonably requires compliance verification, and will notify the Customer where legally permitted. If lawful performance proves impossible, the affected part may be terminated and unearned payments refunded, subject to lawful, established claims. The Customer must not divert or resell Goods contrary to applicable restrictions.

2.1 The technical specifications published on our website for the ordered model at the time the Contract is concluded form part of the agreed product specifications, unless deviations are expressly stated in the mutually agreed Proforma Invoice or Order Confirmation. Performance data must be read together with the stated test conditions and tolerances. Images are illustrative as to appearance and do not exclude any agreed technical characteristic. Accessories shown in images are included only if identified as standard equipment or in the mutually agreed sales document.

2.2 The Customer must explain any special application, operating environment, utilities, destination-market documentation or acceptance criteria before ordering. We will identify what we can supply. General application guidance does not replace the Customer’s own process assessment, qualification or validation, unless those activities are expressly included in our Services.

2.3 Changes to a confirmed specification require agreement where they affect function, suitability or agreed performance. Equipment must be installed and operated within its stated intended use and instructions. General laboratory equipment must not be treated as approved for a medical or diagnostic purpose unless the relevant product documentation expressly supports that use.

3.1 Prices and currency are determined by the mutually agreed Proforma Invoice or Order Confirmation. Prices exclude VAT and other applicable taxes unless expressly stated otherwise. Freight, insurance, special packaging, installation, commissioning, training, calibration and equipment qualification services are included only where expressly specified.

3.2 Customs duties, clearance charges and other delivery costs are allocated under the agreed delivery term. Each party bears taxes legally imposed on it unless a lawful alternative is expressly agreed. The Customer must provide valid tax and shipment information needed to support any claimed tax exemption.

3.3 A confirmed price is not changed unilaterally. Customer-requested changes, additional services or revised shipping arrangements must be agreed together with any additional charges. Where withholding is legally required, the Customer must provide the relevant evidence; any gross-up arrangement requires express agreement.

4.1 The delivery arrangement is the one mutually agreed in the Proforma Invoice or Order Confirmation. It must identify the trade term, named place and applicable Incoterms® edition. Incoterms® 2020 applies unless another edition is expressly agreed. Where those documents differ, the latest mutually accepted arrangement prevails; an unaccepted unilateral change has no effect. If no trade term is agreed, applicable statutory rules govern.

4.2 Delivery dates are binding where expressly confirmed as such. An agreed delivery period starts once the order is confirmed and the Customer has supplied required specifications, approvals and agreed advance payments. We will notify the Customer of a material delay and the expected revised schedule.

4.3 Customer-caused delays extend the affected schedule only to the extent reasonably attributable to them. We may make reasonable partial deliveries where the Goods remain usable for the agreed purpose and the Customer is not unreasonably burdened. Additional charges for a Seller-initiated split require agreement.

4.4 If we fail to deliver as agreed, the Customer may exercise statutory remedies, including withdrawal after an appropriate additional period where required by law. No additional period is required where the law dispenses with it. Claims for damages are subject to Section 9.

4.5 Installation, commissioning, training, IQ/OQ documentation, calibration and acceptance testing are additional chargeable Services and are not included in the equipment price unless expressly stated otherwise. Such Services are provided only where their scope and price are agreed in the Proforma Invoice, Order Confirmation or a separate agreement.

5.1 Risk passes at the point defined by the agreed Incoterms® rule and named place, or otherwise under applicable law. Arranging transport or charging freight does not by itself change the agreed allocation of risk. Transit insurance is provided only where required by that rule or separately agreed.

5.2 The Customer must ensure suitable access, unloading arrangements and timely receipt to the extent allocated to it. If the Customer culpably delays collection or acceptance, we may recover reasonable, documented additional storage and handling costs. Risk passes in such cases only where the agreed delivery rule or law so provides.

5.3 The Customer should document visible transport damage with the carrier at receipt, retain packaging and promptly notify us with photographs and shipment details. Concealed damage should be reported promptly after discovery. Carrier claim deadlines and the merchant inspection duties in Section 8 must be observed; this clause creates no separate blanket forfeiture of defect rights.

6.1 Payment is due in full in advance unless a different payment schedule is mutually agreed in the Proforma Invoice or Order Confirmation. Where those documents differ, the latest mutually accepted payment schedule prevails. An agreed advance payment must be received before the performance to which it relates, and any agreed pre-shipment balance must be received before dispatch. Issuing a document alone does not constitute acceptance of changed terms.

6.2 Payment must be made in the agreed currency to the bank account identified on our invoice. The Customer bears all transfer charges, including charges imposed by its bank and intermediary banks. We bear only the charges imposed by our own bank. Any notification of changed bank details should be verified through a previously established communication channel.

6.3 Late payment is governed by statutory requirements. We may claim statutory default interest, the applicable recovery-cost allowance and further proven loss, without double recovery. Where our payment claim is endangered by an apparent lack of financial capacity, we may exercise statutory rights to request payment or security and suspend performance.

6.4 The Customer may not set off any amount against our claims without our prior consent in text form, except for claims that are undisputed, finally adjudicated or sufficiently connected with our claim under the same contractual relationship. Statutory rights to withhold a proportionate amount for a justified defect or an unperformed reciprocal obligation remain unaffected. The mere assertion of a complaint or damages claim does not automatically entitle the Customer to set off or withhold payment.

7.1 Ownership of delivered Goods remains with us until their agreed purchase price has been paid in full, to the extent permitted by applicable law. Transfer of risk is independent of ownership. The Customer must take reasonable care of Goods still owned by us and notify us promptly of seizure or other third-party interference.

7.2 A distributor may resell the Goods in the ordinary course of its business, including before full payment where the agreed payment terms provide for deferred payment. Its obligation to pay us when due remains unaffected, irrespective of whether it has received payment from its own customer.

7.3 If the Customer materially defaults, we may seek return of retained-title Goods only in accordance with the Contract and applicable law. This clause does not authorise entry onto premises, seizure without lawful process or retention of amounts exceeding an established entitlement.

8.1 Statutory defect rights and the additional commercial parts warranty described below are separate. Our commercial warranty excludes labour, installation of parts and on-site visits, the costs of which are borne by the Customer. This exclusion does not affect statutory rights that cannot lawfully be excluded or restricted.

8.2 Where Section 377 HGB applies, the Customer must inspect the Goods without undue delay in the ordinary course of business and promptly notify us of identifiable defects. Hidden defects must be notified promptly after discovery. The statutory consequences of failing to inspect or notify apply only where their legal conditions are met.

8.3 A claim should identify the model, serial number, order or invoice reference, defect and relevant operating circumstances. We must have a reasonable opportunity to inspect and remedy a justified defect. Supplementary performance, including repair or replacement, and the allocation of necessary costs follow applicable law and any valid individual agreement.

8.4 Before returning equipment, the Customer must coordinate with us, obtain return instructions, confirm the return address, enclose the return invoice and use suitable protective packaging. The Customer must disclose any biological, chemical or other contamination, decontaminate the equipment and provide an appropriate declaration where relevant. Return procedures must not unreasonably obstruct statutory defect remedies or urgent protective measures.

8.5 Normal wear and damage caused by improper installation, misuse, unsuitable utilities, failure to maintain equipment or unauthorised alterations are not defects for which we are responsible. Exclusion applies only to the extent the damage is attributable to that cause. Consumables and wearing parts are not excluded from claims for defects existing at delivery.

8.6 The Customer must allow us reasonable time and opportunity to inspect and remedy the defect. A repair is deemed to have failed only after two unsuccessful attempts to remedy the same defect, unless the nature of the Goods, the defect or other circumstances justify a different number of attempts. The Customer may reduce the price or withdraw from the Contract only after supplementary performance has failed and an additional reasonable period has expired where required by law. Withdrawal is excluded for an immaterial defect. Cases in which applicable law does not permit an additional attempt or period remain unaffected. Claims for damages are governed by Section 9.

8.7 Repair or replacement of equipment or any part does not automatically commence a new commercial warranty period or extend the original commercial warranty period. Mandatory statutory rules concerning suspension or recommencement of limitation periods remain unaffected.

8.8 For new equipment supplied under the DragLab brand, we provide a commercial parts warranty for 24 months from the date of our commercial sales invoice for the relevant equipment, not the date of a Proforma Invoice. The warranty covers replacement parts required to remedy a covered defect in materials or workmanship under normal intended use, subject to the exclusions in Section 8.5. Consumable parts are excluded from this commercial warranty. The Customer must report the defect during the warranty period and provide reasonable information enabling its assessment. The exclusion of consumable parts does not affect statutory rights concerning a defect existing at delivery.

8.9 For a valid claim under this commercial parts warranty, we supply the covered replacement part without charge and pay ordinary outbound shipping to the agreed recipient address. If the Customer requests expedited shipping, it bears only the additional cost agreed in advance. Labour, installation of parts and on-site visits are not included and are borne by the Customer unless otherwise agreed. Any required return of the defective part must be coordinated with us. Mandatory costs that cannot lawfully be excluded remain unaffected.

9.1 No contractual limitation of liability applies to loss caused by intentional misconduct, gross negligence or fraudulent concealment of a defect. Nor does it apply to death, personal injury or damage to health caused by a breach for which we are responsible. It also does not apply to liability arising from an express guarantee assumed by us, to the extent of that guarantee, or under mandatory product liability or any other law that does not permit exclusion or limitation.

9.2 For ordinary negligence, we are liable for breach of an essential contractual obligation whose fulfilment enables proper performance and on which the Customer may reasonably rely. Compensation in that case is limited to loss foreseeable at contract formation and typical of the Contract, subject to the financial ceiling in Section 9.3. Ordinary-negligence liability for other obligations is excluded, subject to Section 9.1.

9.3 Except for the cases listed in Section 9.1, our total liability for damages and reimbursement of wasted expenditure attributable to the affected equipment or Services under a Contract is capped at 100% of their agreed net purchase price or service fee, excluding VAT, freight and duties. Where more than one item gives rise to the claim, the ceiling is the combined net price of those items. The ceiling applies in aggregate to claims relating to those affected items under that Contract, not separately to each legal basis. It does not cap obligations to repair or replace defective Goods, reduce the price or refund sums following a valid withdrawal. Claims under an expressly assumed guarantee remain governed by Section 9.1.

9.4 The Customer must maintain safeguards appropriate to its operations, including monitoring equipment, maintaining data backups and protecting valuable samples. Any failure by the Customer to take reasonable measures to mitigate loss will be taken into account when determining compensation in accordance with applicable law.

10.1 Ownership of Goods does not transfer intellectual property rights in our designs, software, documentation or trademarks. The Customer may use supplied documentation and embedded software as necessary for the agreed operation of the Goods. Applicable third-party or separate software licences must be disclosed and incorporated where required.

10.2 Distributors may use approved product materials within their agreed authorisation and must not alter safety claims, certifications or intended-use information without approval. Mandatory software rights remain unaffected. No exclusive distribution or trademark licence is granted merely by purchasing Goods.

10.3 If a third party alleges that agreed use infringes its rights, the Customer must promptly inform us and allow reasonable coordination of the defence. Available remedies may include obtaining continued-use rights or providing a suitable non-infringing modification or replacement. If the legal defect cannot be remedied, statutory remedies remain available; damages are governed by Section 9.

10.4 Responsibility for infringement caused by customer-supplied designs, unauthorised changes or uses outside the agreed scope is assessed according to causation and applicable law. No party is required to accept a settlement imposing obligations on it without its consent.

11.1 Each party must protect non-public commercial or technical information identified as confidential or reasonably understood to be confidential. It may be used only for the contractual relationship and disclosed only to persons who need it and are bound by appropriate confidentiality duties.

11.2 This duty does not cover information lawfully public, already lawfully known, independently developed or lawfully received without restriction. Legally required disclosure is permitted, with advance notice where lawful. Protection continues while the information retains its confidential character; a separate NDA takes priority where applicable.

11.3 Personal data is processed in accordance with applicable data protection law and the relevant privacy notice. Personal data may be shared between companies within the NANODRAG group where necessary and for lawful purposes, in accordance with applicable data protection law and the privacy notice. A separate data-processing agreement will be concluded where legally required.

12.1 The Customer may cancel an order by notice in text form. We may deduct only actual, documented and non-recoverable costs reasonably incurred or irrevocably committed for that order before receipt of the cancellation. The calculation must take account of costs saved, supplier refunds and reasonable reuse or resale proceeds. No fixed cancellation penalty or automatic forfeiture of an advance payment applies. We will provide an itemised reconciliation and refund the remaining balance. If established eligible costs exceed the advance payment, the Customer must pay the outstanding amount. This cost-recovery arrangement does not apply to a withdrawal or termination where applicable law provides different consequences.

12.2 Return of conforming Goods already delivered requires our agreement on the return arrangements and any actual non-recoverable costs. The return of custom-built or specially procured Goods may generate higher such costs where reuse or resale is impracticable. Statutory rights arising from defects, delay or other grounds remain unaffected.

13.1 A party affected by an event beyond its reasonable control that could not reasonably have been prevented or overcome must notify the other promptly, explain the expected effect and take reasonable steps to mitigate it. Relief applies only to the obligation and period actually affected. Ordinary cost increases or financial difficulty alone do not qualify.

13.2 The parties will discuss a revised schedule or alternative performance. If the obstacle continues for 90 consecutive days, either party may terminate the unperformed affected part by notice. Earlier statutory rights remain available. Amounts paid for performance that will not be provided must be refunded, subject to lawful claims; accrued payment obligations are not excused merely by the event.

14.1 The Customer must follow the operating instructions and pass relevant safety information to subsequent users. Distributors must maintain traceability records as required by law, report relevant safety incidents promptly and cooperate with necessary corrective actions. Neither party’s own mandatory product-safety obligations are transferred by this clause.

14.2 Local registration, labelling, language and importer responsibilities must be clarified before supply. Equipment, batteries and packaging must be disposed of through legally appropriate routes. Applicable producer registration, take-back and financing duties remain with the party legally responsible unless a lawful separate agreement provides otherwise.

15.1 The Contract is governed by the substantive law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Mandatory rules that cannot lawfully be excluded remain unaffected.

15.2 Disputes concerning this Contract, including its formation, performance, termination or validity, shall be resolved finally by arbitration administered by the German Arbitration Institute (DIS) under its Arbitration Rules. The merits of such disputes shall be determined by arbitration rather than ordinary court proceedings.

15.3 There shall be one arbitrator. The legal seat of arbitration shall be Frankfurt am Main, Germany. The language of the proceedings shall be English. The substantive law specified in Section 15.1 applies to the merits.

15.4 This agreement does not prevent either party from requesting interim protective measures from a competent court. Court functions in support of arbitration, and statutory proceedings concerning an award or its recognition or enforcement, remain unaffected. Costs and advances are dealt with under the applicable DIS Arbitration Rules. The arbitration agreement must be validly incorporated and satisfy applicable formal requirements.

16.1 If a provision is invalid, the remaining provisions continue subject to applicable law. The invalid provision is replaced by the relevant statutory rules, not automatically by wording most favourable to the Seller.

16.2 The version incorporated at contract formation governs that Contract. Website updates do not retrospectively amend existing Contracts. The agreed contract language governs; translations provided for convenience do not change the agreed text unless the parties agree otherwise.

16.3 Contractual notices may be sent in text form, including by email, to the contact details identified in the mutually agreed Proforma Invoice or Order Confirmation, unless a mandatory form applies. General enquiries: NANODRAG TECHNOLOGY GmbH, Alfred-Herrhausen-Allee 3–5, D-65760 Eschborn, Germany; info@drag-lab.de; +49 6196 400816.