General Terms and Conditions of Sale and Delivery (AVLB) of Noris Biochemie GmbH

I. Scope, Deviating Terms, Partial Invalidity

1. These General Terms and Conditions of Sale and Delivery ("AVLB") apply to all deliveries and services of Noris Biochemie GmbH (hereinafter "Noris" or "we") to entrepreneurs within the meaning of § 14 BGB, legal entities under public law or special funds under public law.

2. These AVLB apply in their respective version as a framework agreement also for future contracts for the sale and/or delivery of movable goods ("Goods") with the same customer, without Noris having to refer to them again in each individual case.

3. Deviating or conflicting terms and conditions of the customer shall not become part of the contract, unless Noris expressly agrees to their validity in writing. This requirement of consent also applies if Noris delivers without reservation in knowledge of contrary terms and conditions.

4. Legally relevant declarations and notifications by the customer after conclusion of the contract (e.g. setting of deadlines, notice of defects, withdrawal) must be made in writing.

5. References to statutory provisions are for clarification purposes only. Statutory provisions apply even without such clarification, unless they are modified or excluded by these AVLB.

II. Conclusion of Contract and Written Form

1. Our offers are non-binding and subject to change, unless expressly designated as binding.

2. The customer’s order constitutes a binding contractual offer. Noris may accept this within three weeks by order confirmation or delivery.

3. The contract is concluded upon our written order confirmation or delivery. Oral side agreements are only valid if confirmed in writing.

4. Product descriptions, information on dimensions, weight, chemical composition, etc., are not guaranteed characteristics unless expressly agreed as such.

5. Amendments and additions to the contract must be made in writing. This also applies to the waiver of the written form requirement. Communication via fax or email is sufficient, provided a signed declaration is transmitted.

III. Prices and Payment Terms

1. Unless otherwise agreed, prices are net in euros ex works plus statutory VAT, packaging, transport, and other public charges.

2. The applicable prices are those on the day of delivery. Noris is entitled to adjust prices in the event of cost increases.

3. The invoice amount is due without deduction within 15 days from the invoice date, unless expressly agreed otherwise. Payment is deemed made only upon credit to our account.

4. In the event of payment default, Noris is entitled to charge statutory default interest. The assertion of further damages remains reserved.

5. The customer may only offset claims that are undisputed or have been legally established. A right of retention may only be exercised with respect to claims arising from the same contractual relationship.

6. Noris may send electronic invoices. The customer expressly agrees to this.

IV. Delivery and Transfer of Risk

1. Delivery dates are only binding if expressly confirmed in writing. They are considered met if the goods are made available for collection on time or handed over to the carrier.

2. The risk passes to the customer upon handover to the freight carrier or, in the case of collection, upon provision of the goods.

3. Delivery obstacles due to force majeure or unforeseeable events (e.g. war, strike, natural disasters, pandemics) release us from the delivery obligation for the duration of their effects. If such events last longer than eight weeks, both parties are entitled to withdraw from the contract.

4. Noris is entitled to make partial deliveries insofar as they are reasonable for the customer. Partial deliveries are considered independent services.

5. If, after conclusion of the contract, circumstances become known that are likely to significantly reduce the customer's creditworthiness, Noris is entitled to make further deliveries only against advance payment or provision of security and to withdraw from the contract if the customer fails to provide such security in due time.

V. Export Control

1. Noris undertakes to comply with the applicable export control regulations.

2. The customer agrees to provide Noris, upon request, with the information necessary to comply with these regulations.

3. Noris is entitled to revoke or cancel orders if their execution would violate export control regulations.

VI. Retention of Title

1. The delivered goods remain our property until full payment of all claims has been made.

2. The customer may resell the goods in the ordinary course of business. Claims arising from such resale are hereby assigned to us as security.

3. Processing or combining of the goods subject to retention of title is carried out on our behalf, without any obligation on our part. In the event of combination with other items, we acquire co-ownership in proportion to the value share.

VII. Notification of Defects and Warranty

1. The customer must notify us in writing of obvious defects without delay, at the latest within seven working days. Hidden defects must be reported immediately upon discovery.

2. In the case of a justified complaint, we shall, at our discretion, provide rectification or replacement. If this fails, the customer shall have the statutory rights. Withdrawal is excluded in the case of minor defects.

3. Warranty claims expire one year after delivery of the goods, unless a longer period is prescribed by law.

VII. Notification of Defects and Warranty

1. The customer must report obvious defects in writing without delay, at the latest within seven working days. Hidden defects must be reported immediately upon discovery.

2. In the case of a justified complaint, we shall, at our discretion, provide rectification or replacement. If this fails, the customer shall have the statutory rights. Withdrawal is excluded in the case of insignificant defects.

3. Warranty claims expire one year after delivery of the goods, unless a longer period is stipulated by law.

VIII. Liability

1. We are liable without limitation in cases of intent, gross negligence, culpable injury to life, body, or health, and in cases of mandatory statutory liability (e.g. product liability).

2. In cases of slight negligence in the breach of essential contractual obligations, our liability is limited to foreseeable, contract-typical damages, but no more than €80,000 or twice the net order value of the affected delivery.

3. Further liability, especially for loss of profit or indirect damages, is excluded.

IX. Data Protection

Personal data is processed only in accordance with applicable data protection laws. Details can be found in our privacy policy at https://noris-biochemie.de/datenschutzerklarung.

X. Jurisdiction and Applicable Law

1. The place of jurisdiction is Noris's registered office in Germany. Noris is also entitled to bring legal action at the customer's place of business.

2. German law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). For retention of title, the law of the location of the goods shall apply if German law is inadmissible or ineffective.

XI. Final Provisions

1. Should individual provisions of these AVLB be wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a valid one shall apply that most closely reflects the intended economic purpose. The same applies in the case of regulatory gaps.

Last updated: June 2025