These Terms and Conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
2. Orders and Contracts
2.1 Orders are binding upon receipt by LAROVA. Orders can be placed in written form (by mail, by fax or by e-mail) or by telephone.
2.2 Products that have been ordered by mistake cannot be returned to LAROVA. Products that are returned unrequestedly to LAROVA will not be accepted, but fully charged to the customers account.
3. Prices and Shipping
3.1. The price shall be that in LAROVA's current pricelist, or such other price as the parties may agree in writing.
3.2. Prices are in Euro (€), exclusive of taxes, packaging, and shipment costs. The standard shipping term is CPT (Incoterms 2010). Larova decides on the shipping carrier. Alternatively, customer may arrange shipping himself or elect a carrier of his choice, e.g. by providing his carrier account number. In this case, products will be shipped at customer's risk and Larova will not be liable for loss, damage or thawing of products.
4. Terms of payment
4.1. Payment is due and payable within 30 days from the date of invoice.
4.2. Customers shall be entitled to offset only insofar as customers counterclaims are acknowledged, undisputed or assessed in a legally binding judgement. Customers are entitled to claim retainer rights only to the extent such rights are based on the same transaction.
4.3. From the due date default interest in the amount of 8 % above the respective base interest rate p.a. shall accrue. LAROVA reserves all rights to claim further damages for delay.
4.4. LAROVA can make further deliveries dependent on timely payment. If, after the completion of the contract, LAROVA learns of circumstances which impair the creditworthiness of customer, LAROVA can cancel the contract, ask for immediate payment, or ask for the return of goods already delivered.
5.1. Except if expressly agreed upon in writing, the date of delivery specified by LAROVA is an estimate only. Time for delivery shall not be of the essence of the contract.
If a binding delivery deadline cannot be met or has been exceeded, customer must allot a reasonable extension period declaring that deliveries will not be accepted after this time has elapsed. After this additional period, customer can cancel the contract. Any other claims are excluded except the rights according to section 7 of these Terms and Conditions.
5.2. LAROVA can separately deliver parts of an order and issue corresponding partial invoices.
5.3. LAROVA retains title to the products it supplies until full and final settlement of all claims arising from the contractual relationship. In case of non-compliance on the part of the customer, especially due to failure to make payments, LAROVA reserves the right to reclaim the products that are subject of the contract.
6.1. LAROVA warrants that the products conform to the technical specifications in the analysis certificate at the time of shipment. The warranty period is twelve months starting from the delivery of the product to the customer, except the nature of the product requires immediate use or use within a period of time that is shorter than twelve months.
6.2. Under this warranty, LAROVA will replace defective products free of charge. If, after a free replacement, quality specifications are still not met, the customer is entitled to reduce the purchase price or to withdraw from the contract. Any further claims of the customer except those in section 7 of these Terms and Conditions-, of any kind, especially for damages or compensation, are excluded.
6.3. THIS WARRANTY IS EXCLUSIVE AND LAROVA MAKES NO OTHER WARRANTY, WHETHER EXPRESSED IN THESE CONTRACTS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.4. LAROVAs warranty will not be effective if customer has altered or misused the products or has failed to use or store them in accordance with LAROVAs instructions, or if the defects to the products result from neglect or accident caused by customer. Except as otherwise agreed in writing by LAROVAs authorized representative, all products are for RESEARCH USE ONLY, AND NOT FOR HUMAN OR ANIMAL THERAPEUTIC OR DIAGNOSTIC USE. LAROVA does not submit its products for regulatory review by any government body or other organization, and does not validate them for clinical, therapeutic or diagnostic use, or for safety and effectiveness.
LAROVAs products must not be transferred to private persons. The customer is responsible for compliance with state, national and international laws and regulations governing the shipping, storage, processing, and trade of products. LAROVA will not warrant compensation for damages to the product arising from noncompliance with such laws and regulations.
6.5. LAROVAs warranty will only be effective if the warranty claim is made promptly and in writing. For defects which are visible upon delivery of the product, the warranty claim must be made within seven days from delivery of the products.
7.1. In case of intent or gross negligence on part of LAROVA, LAROVA is liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally LAROVAs liability for damages shall be limited to the typically predictable damage. LAROVAs maximum liability, if any, shall not exceed the purchase price paid by the customer for the product.
7.2. IN NO EVENT SHALL LAROVA BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR WARRANTY OF ANY KIND), FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS).
7.3. LAROVAs liability for culpable damage to life, body or health as well as LAROVAs liability under the Product Liability Act shall remain unaffected.
7.4. Any liability not expressly provided for above shall be disclaimed.
8. Patent Disclaimer
Unless explicitly stated, no license or immunity under any patent is either granted or implied by the sale of any of our products. LAROVA does not warrant that the resale or use of its products delivered will not infringe the claims of any patent, trademark or copyright covering the use of the product itself or its use in the operation of any process. Furthermore, the purchaser assumes all risks of patent, trademark or copyright infringement associated with any such use, combination or operation.
LAROVA will ensure that any customer data will be processed, stored, transmitted, and used only in accordance with the General Data Protection Regulation (GDPR).
10.1. Any alterations and amendments to these Terms and Conditions must be done in writing. This requirement for the written form can only be revoked in writing.
10.2. In case that one of these Terms and Conditions above is invalid or incomplete the validity of all other Terms and Conditions shall remain unaffected.
10.3. These Terms and Conditions shall be governed by the laws of the Federal Republic of Germany. Application of the United Nations Convention on the International Sale of Goods is excluded.
10.4. Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with customers purchase of products from LAROVA shall be Jena, Germany.
LAROVA reserves the right, however, to undertake legal proceedings against the customer at any other place of jurisdiction applicable to the customer.