These General Terms and Conditions (“GTC”) apply to all contracts for the sale and delivery of goods and the provision of services by SINTERFACE Technologies e.K. (“SINTERFACE”).

These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law, including commercial customers, universities, research institutions and other institutional customers acting in the course of their professional, scientific or commercial activities.

SINTERFACE does not conclude contracts with consumers within the meaning of Section 13 of the German Civil Code (BGB) on the basis of these GTC.

Any conflicting or deviating terms and conditions of the customer shall apply only if expressly accepted by SINTERFACE in text form.

2. Offers and Conclusion of Contract

Unless expressly stated otherwise, quotations and proposals submitted by SINTERFACE are non-binding.

A contract is concluded upon written order confirmation by SINTERFACE or upon commencement of the respective delivery or service.

Technical descriptions, specifications, drawings, illustrations, software descriptions and other product information describe the contractual products and services but do not constitute a guarantee unless expressly agreed as such in text form.

SINTERFACE reserves the right to make technical modifications which do not materially impair the agreed functionality or intended use of the product.

3. Prices and Payment

Unless otherwise agreed, all prices are quoted net and exclusive of statutory value added tax, packaging, shipping, insurance, customs duties, import charges and other applicable taxes or fees.

Unless otherwise stated in the quotation or order confirmation, invoices are payable without deduction within 30 days from the invoice date.

For international deliveries, SINTERFACE may require advance payment, partial advance payment or an irrevocable and confirmed letter of credit.

Bank fees, transfer fees and comparable transaction costs shall be borne by the customer unless otherwise agreed.

In the event of late payment, the statutory provisions shall apply. Where no consumer is involved, default interest shall be charged at nine percentage points above the applicable base interest rate. Any further statutory claims remain unaffected.

4. Delivery and Performance

Delivery dates and performance periods are binding only if expressly confirmed as binding by SINTERFACE.

Unless otherwise agreed, delivery shall be made EXW SINTERFACE Technologies e.K., Berlin, Germany, in accordance with Incoterms® 2020.

Partial deliveries and partial performance shall be permissible insofar as they are reasonable for the customer.

Delivery and performance periods shall be extended appropriately where SINTERFACE is prevented from performing due to events outside its reasonable control, including force majeure, governmental measures, transport disruptions, shortages of raw materials or components, industrial disputes, energy supply interruptions or comparable events.

5. Transfer of Risk and Shipment

Where delivery is agreed in accordance with an Incoterms® rule, the transfer of costs and risks shall be governed by the agreed Incoterms® 2020 rule.

Any deviating shipping arrangement must be agreed separately between SINTERFACE and the customer.

6. Inspection and Notification of Defects

Customers who are merchants within the meaning of the German Commercial Code (HGB) shall inspect delivered goods without undue delay following delivery and shall notify SINTERFACE of identifiable defects without undue delay in accordance with the applicable statutory provisions.

Defects which were not identifiable during proper inspection shall be notified without undue delay after discovery.

Notifications of defects should include sufficient information to identify the affected product, delivery, serial number where applicable, and the alleged defect.

7. Warranty

SINTERFACE warrants that delivered products conform to the agreed specifications and are free from defects in accordance with the applicable statutory provisions and the contractual agreements.

Consumable and wear parts, including in particular capillaries, tubing, cuvettes, seals, gaskets and valves, are excluded from warranty claims insofar as the defect results from normal wear, ageing or intended consumption.

Damage caused by improper installation, operation, maintenance, storage, modification, external influences, contamination or use contrary to the operating instructions shall not constitute a defect for which SINTERFACE is responsible.

In the event of a justified defect, SINTERFACE shall initially be entitled, subject to applicable law, to remedy the defect or provide a replacement.

If subsequent performance fails or is unreasonable for the customer, the customer may exercise the further rights available under applicable law.

8. Liability

SINTERFACE shall be liable without limitation for intent and gross negligence and in all cases where unlimited liability is mandatory by law, in particular for injury to life, body or health and under the German Product Liability Act.

In cases of slight negligence, SINTERFACE shall be liable only for breaches of material contractual obligations whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the customer may regularly rely.

In such cases, liability shall be limited to the foreseeable damage typical for the contract.

Any further limitation or exclusion of liability shall apply only to the extent permitted by applicable law.

9. Retention of Title

SINTERFACE retains title to delivered goods until all claims arising from the respective business relationship have been fully satisfied.

The customer shall handle goods subject to retention of title with due care and shall notify SINTERFACE without undue delay of any seizure or other third-party access to such goods.

Any resale of goods subject to retention of title shall be permitted only in the ordinary course of business.

10. Intellectual Property Rights

All intellectual property rights relating to SINTERFACE products, software, documentation, drawings, technical information, measurement methods and other materials remain with SINTERFACE or the respective rights holder unless expressly agreed otherwise.

The customer is responsible for ensuring that the specific use of the delivered products within its own processes, systems or products does not infringe third-party rights, unless SINTERFACE has expressly assumed responsibility for such use.

Documentation and technical information supplied by SINTERFACE may not be reproduced or disclosed to third parties beyond the scope required for the intended use of the products unless permitted by law or expressly authorised by SINTERFACE.

11. Software and Digital Components

Where software is supplied together with an instrument or measurement system, the customer receives a non-exclusive right to use the software to the extent necessary for the operation of the respective SINTERFACE product, unless otherwise agreed.

The customer shall not modify, reverse engineer, decompile, distribute or make the software available to third parties except where such activity is expressly permitted by applicable law.

Software updates, upgrades or additional licences shall be governed by the respective contractual agreement.

12. Export Control and Sanctions

Deliveries and services may be subject to German, European Union, United States or other applicable export control and sanctions regulations.

The customer shall comply with all applicable export control, sanctions and foreign trade regulations and shall provide information reasonably required by SINTERFACE for export-control purposes.

Products supplied by SINTERFACE may not be resold, exported, re-exported, transferred or otherwise made available where such activity would violate applicable export control or sanctions regulations.

SINTERFACE shall not be obliged to perform a contract insofar as performance would violate applicable export control or sanctions regulations.

13. Confidentiality

Each party shall treat confidential commercial, technical and scientific information received from the other party as confidential and shall not disclose such information to third parties without authorisation.

This obligation shall not apply to information which is publicly known, was lawfully known prior to disclosure, was independently developed or must be disclosed pursuant to mandatory law or an order of a competent authority.

14. Governing Law and Jurisdiction

The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

To the extent legally permissible, the exclusive place of jurisdiction for disputes arising from or in connection with the contractual relationship shall be Berlin, Germany.

SINTERFACE reserves the right to bring proceedings against the customer at the customer's place of business where legally permissible.

The place of performance shall be Berlin, Germany, unless otherwise agreed.

15. Final Provisions

Amendments and supplements to contractual agreements shall be made in text form unless a stricter form is required by law.

Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected, subject to applicable law.