{"id":39,"date":"2020-04-23T06:51:15","date_gmt":"2020-04-23T06:51:15","guid":{"rendered":"https:\/\/www.cytena.com\/?page_id=39"},"modified":"2024-10-23T14:00:43","modified_gmt":"2024-10-23T14:00:43","slug":"terms-conditions","status":"publish","type":"page","link":"https:\/\/www.cytena.com\/terms-conditions\/","title":{"rendered":"Terms & conditions"},"content":{"rendered":"\t\t
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Terms of Sale<\/h1>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Learn more about the conditions that govern the sale of our products, including delivery, payment terms and warranties. Our General Terms & Conditions of Sale are applicable for all companies within the Group.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t

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\n\t\t\t\t\t\n\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\tRead Terms Of Sale<\/span>\n\t\t\t\t\t<\/span>\n\t\t\t\t\t<\/a>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
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Terms of Purchase<\/h1>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Understand the detailed terms that define our procurement process, including supplier obligations and payment terms. Click here to review our full Terms & Conditions of Purchase.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t

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\n\t\t\t\t\t\n\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\tRead Terms Of Purchase<\/span>\n\t\t\t\t\t<\/span>\n\t\t\t\t\t<\/a>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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BICO Group\u2019s General Terms & Conditions of Sale<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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1. DEFINITIONS<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tIn these Terms and Conditions:
\n\u201cAgreement\u201d means a purchase agreement, distribution or supply agreement, or an Order\nConfirmation or other agreements of a similar nature.\n\u201cBICO Group\u201d means the group of companies\nowned and controlled by the parent company BICO\nGroup AB (publ).\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\t\u201cBusiness Day(s)\u201d means a day other than a\nSaturday, Sunday or a public holiday in the country\nwhich the Supplier is located.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\t\u201cBuyer\u201d means the party to an Agreement that\npurchases, or is intended to purchase, Products\nand\/or Services from Supplier.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\t\u201cBICO Company\u201d means any company within the\nBICO Group that have signed an Agreement with the\nBuyer.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\t\u201cIntellectual Property Rights\u201d means all forms of\nintellectual property rights in any country or region,\nwhether or not patentable, stored in any form\n(including tangibly, virtually or digitally) whether such\nform or method of storage currently exists or may be\ndeveloped in the future and regardless of the owner\nof the relevant method of storage, including but not\nlimited to inventions, trade secrets, industrial designs,\ndomain names, utility models, trademarks,\ncomponent designs or manufacturing processes and\nany improvements or enhancements thereto,\ncopyrights and moral rights, database rights and\nknow-how, in each case whether registered or\nunregistered, and also including identified technical\nand non-technical or business-related information\nsuch as specifications, computer programs, drawings\nor blueprints.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\t\u201cOrder Confirmation\u201d means Supplier\u2019s written confirmation of a Purchase Order.\n
\n\u201cParty\u201d or \u201cParties\u201d means the parties to the\nAgreement.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\t\u201cProduct\u201d or \u201cProducts” means all the Products\nsupplied by the Supplier under the Agreement or\nincorporated in Services that the Buyer purchases\nfrom Supplier.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\t\u201cProduct Software\u201d means the Supplier\u2019s operating\nsystem, including but not limited to, software code,\nalgorithms, firmware, drivers and applications, as\napplicable, imbedded in the Products or provided\nseparately on a USB or downloaded from Supplier\u2019s\nwebsite, its documentation and any media on which\nthe Product Software is delivered, and other\nsupplemental materials, as provided to Buyer by\nSupplier.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\t\u201cPurchase Order\u201d means the order placed by Buyer\nwith the Supplier for the Products and\/or Services.
\n“Services” means all the services rendered by the\nSupplier under the Agreement.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\t\u201cTerms and Conditions\u201d or \u201cT&Cs\u201d means these\nGeneral Terms and Conditions of Sale, which shall\nconstitute an appendix to an Agreement.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tThe Agreement, together with these T&Cs, and any\nwritten agreement between the Parties with regard to\nthe Agreement (if any), as well as any attachments\nand exhibits, specifications, drawings, notes,\ninstructions and other information, whether physically\nattached or incorporated by reference thereto,\nconstitutes the entire agreement between the\nSupplier and Buyer. No modification of these T&Cs or\nany other provision of the Agreement shall be\neffective unless made by an express written\nagreement between the Parties. If there is a conflict between these T&Cs and the terms set out in the\nAgreement, the order of priority shall be, as\napplicable:\n(i) the terms set out in the Agreement;\n(ii) the Order Confirmation; and\n(iii) these Terms and Conditions.\nE-mail shall be considered sufficient wherever \u201cwritten\u201d\nis used in these T&Cs.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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1. ORDERS AND SUPPLY ETC.<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tThe Buyer shall order the Products from Supplier in a\nwritten Purchase Order. No Purchase Order is binding\nto Supplier until Supplier has confirmed a Purchase\nOrder in an Order Confirmation. Supplier will state the\nprice and estimated delivery time in such Order\nConfirmation. A confirmed Purchase Order cannot be\nchanged or cancelled without the Supplier\u2019s written\nconsent and Buyer\u2019s indemnification of the Supplier\nagainst losses. Such indemnification entails that the\nBuyer agrees to compensate the Supplier and pay for\nall costs incurred such as expenses associated with the\npurchase of third-parties instrumentation, components,\nand materials, including a margin of 25% for purchased\nmaterial and work performed. Notwithstanding the\nprovisions in the Purchase Order, each contract of sale\nshall be subject to these T&Cs.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tThe Buyer is aware and acknowledges that Supplier\u2019s\ndelivery capacity varies depending on, inter alia, the\ngeneral market conditions. As soon as Supplier has\nreason to assume that a delay in the agreed delivery\ncould occur, Supplier shall notify the Buyer thereof and\nshall in such case be entitled to reasonable\nprolongation of the delivery date. Notwithstanding the\nforegoing, Supplier shall always endeavor to maintain a\ndelivery capacity that enables Supplier to deliver the\nProducts in accordance with accepted orders.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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2. PRICE AND PAYMENT<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tThe Buyer shall purchase the Products at the prices set\nout in Supplier\u2019s price list applicable at the time when\nSupplier has received each respective Purchase Order.\nSupplier has the right to change the price list at any\ntime.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tWhen purchasing the Products marked with \u201cadvance\npayment\u201d the Buyer shall pay agreed amount in\nadvance, in accordance with Supplier\u2019s invoice.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tThe Buyer shall not have the right to offset, withhold, or\nabate any payments due to Supplier for any claim the\nBuyer may have against Supplier.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tIn the event that the Buyer at any time should fail to\nmake payment in full on the due date, Supplier shall be\nentitled to claim interest on the sum overdue until payment is made at the rate of eighteen (18) percent\nper annum.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tUnless expressly stated otherwise in the Agreement,\npayment for Products shall be made within thirty (30)\ndays from date of the invoice without offset or deduction\nto the account mentioned on the invoice. Supplier may\nfrom time to time utilizes financial services and Buyer\nshould pay to the account stated on the invoice. Buyer\nhereby accepts Supplier\u2019s right to assign, factoring, or\ntransferring its right to receive payments under the\nAgreement. \t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tBuyer must submit such financial information from time\nto time as may be reasonably requested by Supplier or\na financial service provider for the establishment or\ncontinuation of payment terms.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tAll deliveries of Products or Services agreed to by\nSupplier shall at all times be subject to credit approval\nof Supplier. If, in Supplier\u2019s judgment, Buyer’s\nfinancial condition at any time does not justify delivery\nof Products or performance or Services on the above\npayment terms, Supplier may in its sole discretion at\nany time change agreed payment terms and require\nfull or partial payment cash in advance or other\npayment terms such as cash on delivery, bank\nguarantee, letter of credit as condition for delivery,\nand Supplier will have the right to cease\nperforming, suspend, delay or cancel any credit,\ndelivery or any other performance by Supplier, until\nsuch time that Supplier is satisfied that Supplier\u2019s\nT&Cs are met.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tTitle to the Products shall remain with Supplier until fully\npaid by the Buyer in accordance with this section.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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3. GENERAL CONDITIONS OF DELIVERY<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tThe Products shall be delivered from Supplier to the Buyer under the Incoterm CPT \u2013 Carriage Paid To\n(Incoterms 2020). The Incoterm may be changed if both\nparties agree in writing.\nShipments may incur customs fees depending on the\ndestination country. The fee may vary depending on the\norder value, country limits and other factors based on\nthe Product itself.\nThe Buyer is solely responsible for these fees and shall\npay all of these fees to the appropriate customs agency.\nCustoms agencies often calculate duties\/fees based on\nthe declared retail price.\nAny delivery from Buyer to Supplier, e.g. of Products\nreturned for repair or calibration (whether under\nwarranty terms or not), shall be delivered DAP \u2013\nDelivered At Place (Incoterms 2020).\nSupplier reserves the right to make partial deliveries.\nUnless otherwise agreed, invoices will be adjusted pro\nrata. For the purpose of these terms any partial delivery\nwill be regarded as filling a specific Purchase Order.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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4. ACCEPTANCE<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tThe Buyer shall immediately, following each delivery of\nany Product, inspect the Product in order to identify any external damage and to ensure that the delivery is in\naccordance with the Order Confirmation.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tAny defects or deficiencies which are detected in\nconjunction with delivery shall immediately be reported\nin writing to Supplier.\nWhen a Product is unpacked, and in any event before\nthe Product has been used by the Buyer, the Buyer shall\nperform a full inspection of the Product where such was\nnot possible on receipt of the Product in question. The\nobligation to report any defects to Supplier as set out in\nthe section above shall apply in such context.\nAt the request of Supplier, the Buyer shall make\ndefective goods available to Supplier for inspection and\ncontrol.\nIf the Buyer does not report defects or deficiencies in\nProducts delivered within the time limits set out above,\nthe Buyer shall have no right to make any claims against\nSupplier with regard to the default or defect.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tCustom Products.<\/strong> Where Buyer has ordered a unique\nand built-to-order Product or system (\u201cCustom Product\u201d) and has agreed with Supplier in a System Specification\nDocument (SSD) that a Factory Acceptance Test (FAT)\nand\/or Site Acceptance Test (SAT) will be conducted,\nthe acceptance testing procedures and criteria will be\nas set forth in the SSD. Unless otherwise agreed upon\nin the SSD (i) Buyer is responsible for scheduling any\nagreed upon FAT within 15 days of notification by\nSupplier that FAT is ready or FAT will be assumed to be\nsuccessfully completed; (ii) Buyer must accept delivery\nof the Custom Product within 30 days of successful\ncompletion of FAT or storage and interest charges will\nbe incurred by Buyer; (iii) if the Buyer\u2019s site cannot\naccommodate the installation within 30 days of\ncompletion of FAT, the Custom Product will be deemed\nsite accepted (SAT) by the Buyer at the end of such 30-\nday period and the warranty period will commence as\nof such date; and (iv) if the SAT is not completed within\n30-days of delivery, due to any reason other than a\nreason attributable to Supplier, the Custom Product\nshall be deemed site accepted at the end of such period\nand the Warranty Period shall commence as of such\ndate and all outstanding amounts due will be invoiced\nand due.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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5. TRAINING AND OTHER SERVICES<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tNo training, maintenance, installation, consulting or\nother services are provided under the sales order or\ninvoice unless specifically agreed to by Supplier in the\nAgreement. Unless otherwise specified, training is\nprovided onsite at Buyer\u2019s designated facility. Due to the\nparticularities of some Products, special technical skills\nof the Supplier may be required in many instances in\nrelation to the Products and systems, therefore factory-\nbased employees of Supplier may be required to\nperform system installation, integration, upgrades\/\ndowngrades, moves, and\/or maintenance at Supplier\u2019s\nthen current time and material rates. Should Buyer elect\nto perform installation of hardware and\/or software\nwhich results in Supplier repair or support services\nattributable to the improper installation, Supplier shall\ninvoice Buyer at the then current time and material\nrates.\nThe Buyer is responsible for Supplier\u2019s travel, lodging\nand other charges associated with training and other\nservices.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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6. LIABILITY FOR DEFECTS\/WARRANTY<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tSupplier shall remedy any defect in Products delivered,\nresulting from faulty design, specification, materials or\nworkmanship attributable to Supplier in accordance with\nthe provisions of this section 6. Supplier\u2019s liability is\nlimited to defects which appear within 12 months from\nthe date when the Products were delivered (the\n\u201cWarranty Period\u201d).\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tNotwithstanding the foregoing, (i) the Warranty Period\nfor all Supplier components (as opposed to third-party\nmaterials) contained in Custom Products that are\nsubject to a SAT shall commence upon the date of\nsuccessful completion of the SAT; and (ii) the Warranty\nPeriod for all refurbished Custom Products is 90 days\nfrom the date of shipment. Where each purchase of\nCustom Product under these Terms and Conditions\nconstitutes separate and independent transactions,\nBuyer\u2019s claims under this section shall be applied only\nto each particular relevant Purchase Order.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tSupplier is only liable for defects that appear under the\nintended and proper use of the Products. Proper use\nincludes that the Product is only used with the\nSupplier\u2019s consumables or parts. Thus, the liability does\nnot cover defects caused by faulty maintenance,\nhandling or incorrect storage by the Buyer, alterations\nof the Products carried out without Supplier\u2019s prior\nwritten consent, or normal wear and tear and\ndeterioration. Lamps, fuses, bulbs, and other\nexpendable items are expressly excluded from the\nwarranty under this section. Any installation,\nmaintenance, repair, service, relocation or alteration to\nor of, or other tampering with, the Products performed\nby any person or entity other than Supplier without\nSupplier\u2019s prior written approval, or any use of\nreplacement parts not supplied by Supplier, shall\nimmediately void and cancel all warranties with respect\nto the affected Products.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tIn order to enable the Buyer to use the Product, the\nBuyer may insert a USB to upload a .STL-file or other\nfile or download software from the Supplier\u2019s webpage\nfor the Products. Supplier shall not be liable for any\ndamage or loss caused by the Products on any other\nsoftware contained on the USB. Supplier shall neither\nbe liable to remedy any defects to the Products caused\nby faulty or corrupt software provided by the Buyer.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tThe Buyer shall notify Supplier in writing of a defect\nwithout undue delay after the defect has appeared, and\nin no case later than two (2) weeks after the expiry of\nthe liability periods as set out above. The notice shall\ncontain a description of how the defect manifests itself.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tIf the Buyer fails to notify Supplier in writing within the\nabove time limits, the Buyer forfeits its right to make any\nclaim in respect of the defect. If there is reason to\nbelieve that the defect may cause damage, notice shall\nbe given forthwith. If notice is not given forthwith, the\nBuyer forfeits the right to make any claim based on\ndamage which occurs, and which could have been\navoided, if such notice had been given.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tAfter receipt of a written notice, Supplier shall, at\nSupplier\u2019s option, repair or replace the Product or make\na reasonable reduction of the purchase price for the Products without undue delay. If Supplier fails to fulfil its\nobligations under this section within a reasonable time,\nthe Buyer may by written notice require Supplier to do\nso within a final time. If Supplier fails to fulfill its\nobligations within that time limit, the Buyer may\nterminate the purchase of the defective Products in\nquestion by written notice. Replacement parts may be\nnew or refurbished, at the election of Supplier. The\nrepair or replacement of Product under warranty will not\nextend the original warranty period selected at the time\nof purchase. All replaced parts shall become the\nproperty of Supplier.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tIf the Buyer gives such notice as referred to above, and\nno defect is found for which Supplier is liable, Supplier\nshall be entitled to compensation for the work and costs\nwhich it has incurred as a result of the notice.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tAll transports in connection with replacement shall be at\nthe Buyer\u2019s risk and at Supplier\u2019s expense. The Buyer\nshall follow Supplier\u2019s instructions regarding how such\ntransport shall be carried out.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tSupplier shall have no liability for defects save as\nstipulated above. This applies to any loss the defect\nmay cause, such as loss of production, loss of profit and\nother consequential economic loss. The limitation of\nSupplier\u2019s liability under this section shall, however, not\napply where Supplier has been guilty of negligence.\nExcept as expressly provided in this section, Supplier\ndisclaims all warranties, whether expressed or implied,\noral or written, with respect to the Products, including\nwithout\nlimitation\nall\nimplied\nwarranties\nof\nmerchantability or fitness for any particular purpose.\nSupplier does not warrant that the Products are error-\nfree or will accomplish any particular result.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

7. GRANTED RIGHTS<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tSupplier grants the Buyer a non-exclusive, non-\ntransferable, non-sublicensable, perpetual right to use\nthe Product Software in the Products within the Buyer\u2019s\nown business.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tThe Buyer shall not have any right to the Product\nSoftware apart from the right to use the Product\nSoftware in line with these T&Cs. Except for the Buyer\u2019s\nright to make back-up copies if this is necessary for the\nintended use of the Product Software, and to decompile\nthe Product Software to achieve interoperability with\nother programs, the Buyer is not allowed to modify,\ncopy, disassemble, reassemble, distribute, publish,\nreverse engineer, build a derivate or duplicate the\nProduct Software, its components, services or features.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tThe Buyer is only allowed to use the Product Software\nfor its own benefit and is not allowed to make the\napplication available to third parties.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

8. INTELLECTUAL PROPERTY RIGHTS<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tAs between the Parties, Supplier exclusively owns all\nIntellectual Property Rights relating to the Products.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tThe Buyer has no right to modify, change, remove,\ncover or otherwise obscure any of Supplier\u2019s brands,\ntrade or service marks on the Products. Nothing in the\nAgreement limits Supplier\u2019s ability to enforce its\nIntellectual Property Rights.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tIn order to avoid claims of intellectual property\ninfringement, if Supplier believes a Product sold to\nBuyer may be subject to a claim for intellectual property\ninfringement, Buyer shall allow Supplier (at Supplier\u2019s\ndiscretion) to either (a) secure Buyer the right to\ncontinue using the Product; (b) substitute the Product\nwith another suitable product with similar functionality;\nor (c) ask Buyer to return the Product to Supplier and\nprovide a refund equal to the invoiced amount of the\nProduct.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

9. PERMITTED USES OF THE PRODUCTS<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tThe Buyer agrees to and warrants that the Buyer only\nwill use the Products in: (i) accordance with these T&Cs\nand the user manual provided for the Products; (ii) a\nway that does not promote or encourage illegal activity;\n(iii) a way that is not harmful, abusive or offensive, does\nnot infringe the rights of any third party or in any other\nway can harm Supplier; and (iv) compliance with all\napplicable laws, including local laws of the country or\nregion in which the Buyer resides or in which the\nProduct is used.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

10. PRODUCT LIABILITY<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tSupplier is not liable for any damage caused by the\nProduct to any movable or immovable property or the\nconsequences of such damage, which occurs after the\nProduct is delivered to the Buyer.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tThe Buyer shall indemnify and hold Supplier harmless\nto the extent that Supplier incurs liability towards any\nthird party in respect of loss or damage for which\nSupplier is not liable in relation to the Buyer. For the\navoidance of doubt, the Buyer shall have a liability to\nrecourse all costs inflicted on Supplier, due to any such\nclaims.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tSubject to the limitations stated above, Supplier is liable\nfor claims made by a consumer, in accordance with\nmandatory law for personal injury or damage to property\ncaused by the Product.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tIf a claim for damage as described in this section is\nlodged by a third party against one of the Parties, the\nlatter Party shall forthwith inform the other Party thereof\nin writing.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tA precondition for Supplier\u2019s liability set forth above is\nthat Supplier has been notified in writing of such claim\nin accordance with above and given authority to settle\nthe claim or control the defense of any suit and\nproceeding.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tIn the event that a Product or parts thereof becomes\nsubject to a recall decided by Supplier, the Buyer shall\nparticipate and assist in such a process in accordance\nwith Supplier\u2019s instructions. The Buyer is entitled to\ncompensation for its reasonable direct and documented\ncosts occurred in relation to the provision of such\nassistance.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tThe limitation of Supplier\u2019s liability set forth in this\nsection shall not apply where Supplier has been guilty\nof negligence. Both Parties shall keep and maintain\nproduct liability insurance in accordance with customary\nconditions.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

11. LIMITATION OF LIABILITY<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tSave for what follows from section 10, Supplier\u2019s\naggregate liability in relation to any claim of any kind for\nany loss or damage arising out of, connected with, or\nresulting from the Agreement or from the design,\nmanufacture, sale, delivery, resale or use of the\nProducts or any part thereof, as the case may be, shall\nbe limited to the refund of the purchase price of the\nProducts with respect to which the loss, damage or\nbreach occurred.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tIn no event shall Supplier be liable towards the Buyer\nfor any loss of production or profit, loss of use, loss of\ndata, loss of contracts or for any other consequential,\neconomic or indirect loss whatsoever in respect of the\nsale, purchase, use or disposition of the Product.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tThe limitation of Supplier\u2019s liability in this section shall\nnot apply where Supplier has been guilty of negligence.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

12. FORCE MAJEURE<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tThe Parties shall be relieved from liability for a failure to\nperform any obligation under the Agreement during\nsuch period, and to the extent that the due performance\nthereof by either of the Parties is prevented by reason\nof any circumstance beyond the control of the Parties\n(\u201cDischarging Circumstance\u201d). If not otherwise shown,\nwar, warlike hostilities, mobilization, or general military\ncall-up, civil war, fire, flood, or other circumstances of\nsimilar importance, shall be considered as Discharging\nCircumstances.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tIf a Party wishes to invoke a Discharging Circumstance,\nit shall give immediate notice to the other Party of the\ncommencement and the cessation of such Discharging\nCircumstance, failing which, the Party shall not be\ndischarged from liability for any non-performance\ncaused by such Discharging Circumstance.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tThe time for performance of the relevant obligations of\na Party shall be appropriately extended by the period\nduring which a Discharging Circumstance continues,\nprovided, however, that if performance of a contractual\nobligation is prevented by a Discharging Circumstance\nfor a period of six (6) months or more, each Party shall\nbe entitled to terminate the Agreement.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

13. CONFIDENTIAL INFORMATION<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tThe Buyer shall at all times, both during the term of the\nAgreement, and for a period of five (5) years after its\ntermination, keep in strict confidence all technical or\ncommercial information, know-how, specifications,\ndrawings, inventions, processes or initiatives or any\nother information in any form which have been\ndisclosed to the Buyer by or on behalf of Supplier\n(\u201cConfidential Information\u201d) and the Buyer shall restrict\ndisclosure of such Confidential Information to such of its\nemployees, agents or sub-contractors as need to know\nthe same for the purposes of discharging the Buyer’s\nobligations to Supplier and shall ensure that such\nemployees, agents or subcontractors are subject to the\nsame obligations of confidentiality as bind the Buyer.\nBuyer will immediately give notice to Supplier of any\nunauthorized use or disclosure of the Confidential\nInformation. Buyer agrees to assist Supplier in\nremedying such unauthorized use or disclosure of the Confidential Information. This obligation will not apply to\nthe extent that Buyer can demonstrate (i) the disclosed\ninformation at the time of disclosure is part of the public\ndomain; (ii) the disclosed information became part of\nthe public domain, by publication or otherwise, except\nby breach of the provisions of the Agreement; (iii) the\ndisclosed information can be established by written\nevidence to have been in the possession of the Buyer\nat the time of disclosure; or (iv) the disclosed\ninformation is received from a third party without similar\nrestrictions and without breach of the Agreement.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

14. EXPORT RESTRICTIONS<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tBuyer acknowledges that each Product and any\nrelated Product Software and technology, including\ntechnical information supplied by Supplier or\ncontained in documents (collectively \u201cItems\u201d), may be\nsubject to export controls of the U.S. government. The\nexport controls may include, but are not limited to,\nthose of the Export Administration Regulations of the\nU.S. Department of Commerce (the \u201cEAR\u201d), which\nmay restrict or require licenses for the export of Items\nfrom the United States and their re-export from other\ncountries. Buyer shall comply with the EAR and all\nother applicable laws, regulations, laws, treaties, and\nagreements relating to the export or re-export of any\nItem. Buyer shall not, without first obtaining the\nrequired license to do so from the appropriate U.S.\ngovernment agency; (i) export or re-export any Item,\nor (ii) export, re-export, distribute or supply any Item\nto any restricted or embargoed country or to a person\nor entity whose privilege to participate in exports has\nbeen denied or restricted by the U.S. government.\nBuyer shall cooperate fully with Supplier in any official\nor unofficial audit or inspection related to applicable\nexport or import control laws or regulations, and shall\nindemnify and hold Supplier harmless from, or in\nconnection with, any violation of this section 14 by\nBuyer or its employees, consultants, agents or\ncustomers.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

15. MISCELLANEOUS<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tThe Agreement, including all appendices hereto\nincluding the T&Cs, contains the final, complete and\nexclusive agreement of the Parties relative to the\nsubject matter hereof and supersedes all prior and\ncontemporaneous understandings and agreements\nrelating to its subject matter.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tThe United Nations Convention on Contracts for the\nInternational Sale of Goods shall not apply.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tGoverning law. These T&Cs shall be governed by and\nconstrued in accordance with the substantive laws of\nthe country in which the Supplier\/BICO Company is\nlocated. If in the United States, the law of the State of\nDelaware shall apply.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tDisputes. The Parties shall endeavor to settle amicably\nany dispute or claim arising out of or in connection with\nthe Agreement and any subsequent amendments of\nthis Agreement, including, without limitation, its\nformation, validity, binding effect, interpretation,\nperformance, breach or termination, as well as non-\ncontractual claims. If the Parties fail to settle the dispute\nnegotiations within sixty (60) calendar days of the\ncommencement of the negotiations, the dispute shall be finally resolved exclusively by submitting such dispute\nto binding expedited arbitration at the location and\npursuant to the applicable organization\/rules set forth\nbelow, determined by the country in which the BICO\nCompany being party to the Agreement is located, or if\nsuch country is not listed, then \u201cSweden\u201d shall apply.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\"\"\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tThe language to be used in the arbitral proceedings\nshall be English unless otherwise agreed upon.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tNothing in this T&Cs or in the Agreement shall prevent\neither Party from seeking any provisional or preliminary\nrelief (including, but not limited to, injunction,\nattachments or other such orders) from a court of\ncompetent jurisdiction, and such application to a court\nfor provisional or preliminary relief shall not be deemed\nincompatible with the agreement to arbitrate or a waiver\nof the right to arbitrate.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t\t
\n\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t

General Terms and Conditions (T&Cs) of the CYTENA GmbH<\/h2>\n

1. Scope of application<\/h3>\n1.1. These General Terms and Conditions apply to all contracts between CYTENA GmbH and its customers.\n\n1.2. These General Terms and Conditions apply exclusively to entrepreneurs, legal entities under public law or special funds under public law. An entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, acts in the exercise of his commercial or self-employed professional activity.\n\n1.3. These General Terms and Conditions apply to all offers and services. They also apply to all future contracts with the customer, even if they are not expressly agreed again.\n\n1.4. In case of a purchase contract between CYTENA and customers who have their registered office or the branch entrusted with the contract outside of Germany (cross-border sales), the Special Terms and Conditions for International Sale shall apply primarily; the respective branch that concludes the contract in its own name is decisive. These General Terms and Conditions shall only apply insofar as the Special Terms and Conditions do not regulate an issue.\n

2. Customer\u2019s terms and conditions<\/h3>\n2.1. Any regulations in the customer’s terms and conditions that contradict or deviate from the regulations of these General Terms and Conditions shall only apply if CYTENA expressly agree to their validity.\n\n2.2. If individual provisions of these General Terms and Conditions deviating from these General Terms and Conditions are agreed between CYTENA and the customer, this shall not affect the validity of the remaining provisions of these General Terms and Conditions.\n

3. Structure<\/h3>\n3.1. These conditions are divided into Part A concerning purchase contracts, Part B concerning maintenance services, Part C concerning repair services and Part D concerning common provisions.\n

Part A – Purchases<\/h3>\n

4. Offer\/acceptance of order<\/h3>\n4.1. CYTENA\u2019s offer is non-binding.\n\n4.2. CYTENA reserves the right to make changes and errors in the illustrations and drawings relating to its goods in brochures, advertising materials and price lists as well as the data contained therein, e.g. regarding material, dimensions, form retention, unless they are expressly designated as binding.\n\n4.3. The customer is bound to an order two weeks after receipt by CYTENA.\n\n4.4. The contract is concluded either by sending its written order confirmation or with the fulfilment of the order, whichever comes first.\n

5. Delivery periods and non-availability of the goods<\/h3>\n5.1. Any information about delivery times is always non-binding, unless they have been designated as binding.\n\n5.2. Subject to Clause 5.3 below, the delivery period begins with the dispatch of the order confirmation by CYTENA.\n\n5.3. If the customer is obliged to procure certain documents, such as permits, releases, etc., himself or to make a down payment, the delivery period shall begin at the earliest at the time at which all documents to be procured by the customer have reached CYTENA or a down payment to be made has reached us.\n\n5.4. The delivery period shall be deemed to have been met if the goods have left the factory or readiness for dispatch has been notified by the time it expires.\n\n5.5. If CYTENA is unable to meet binding delivery deadlines for reasons for which CYTENA is not responsible (non-availability of the service), CYTENA shall inform the customer of this without delay and at the same time inform him of the expected new delivery deadline. If the service is also not available within the new delivery period, CYTENA shall be entitled to withdraw from the contract in whole or in part; CYTENA shall immediately refund any consideration already rendered by the customer. The case of non-availability of the service in this sense shall in particular be deemed to be the non-timely self-supply.\n\n5.6. The occurrence of CYTENA\u2019s delay in delivery is determined in accordance with the statutory provisions. In any case, however, a reminder with a reasonable period of notice by the customer is required.\n\n5.7. Its liability in the event of default in delivery is limited in accordance with Clause 27 and 27. In all other respects, the statutory rights of the customer and its statutory rights, in particular in the event of exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and\/or subsequent performance), shall remain unaffected.\n

6. Partial deliveries, partial delay, partial impossibility<\/h3>\n6.1. Partial deliveries are permissible and can be invoiced independently, provided that this is reasonable for the customer and he has an objective interest in the partial delivery.\n\n6.2. In the event of a partial delay or partial impossibility, the customer may only withdrawfrom the entire contract or demand damages for non-performance of the entire obligation if the partial performance of the contract is of no interest to him.\n\n6.3. In all other respects, the provisions of Clause 5 above shall apply accordingly in the eventof partial default.\n

7. Delivery and transfer of risk<\/h3>\n7.1. FCA (Incoterms 2010) from CYTENA\u2019s designated shipping facility applies to delivery and transfer of risk. The risk shall pass to the customer FCA even if CYTENA bears the shipping costs in individual cases.\n\n7.2. Irrespective of the agreed Incoterms clause, packaging will be charged according to expenditure.\n\n7.3. If dispatch is delayed due to circumstances for which CYTENA is not responsible or at the request of the customer, the risk shall pass to the customer from the day of notification of readiness for dispatch; however, CYTENA shall be obliged, at the request and expense of the customer, to effect the insurance required by the customer.\n\n7.4. If dispatch is delayed at the request of the customer, the monthly storage costs shall be charged to him starting one month after notification of readiness for dispatch locally usual storage cost.\n\n7.5. If the goods are dispatched at the request of the customer, CYTENA shall choose the dispatch routes and means of dispatch without assuming any warranty for the cheapest shipment.\n

8. Prices\/Terms of payment<\/h3>\n8.1. All prices are quoted in EURO plus applicable value added tax FCA (Incoterms 2010) from CYTENA\u2019s designated shipping facility, plus packaging and shipping costs unless otherwise expressly agreed.\n\n8.2. Payments shall be free Supplier’s place of payment within 30 days net.\n\n8.3. In case of payment by bill of exchange, all expenses and costs will be charged.\n\n8.4. Offsetting against counterclaims is only permissible if these have been valid and due counterclaims from the same contractual relationship, are legally established or are undisputed.\n\n8.5. The customer is only entitled to withhold payments on the basis of valid and due counterclaims from the same contractual relationship.\n

9. Retention of title<\/h3>\n9.1. CYTENA retains title to the goods until the complete fulfilment of all \u2013 including future \u2013 receivables (including all ancillary claims such as financing costs, interest) arising from the business relationship with the customer if our right to the purchase price is not\nsecured by other means (e.g. letter of credit).\n\n9.2. The customer is obligated to handle the goods subject to retention carefully and to insure them sufficiently against fire and water damage and loss due to theft at its own costs.\n\n9.3. CYTENA undertakes to release the securities to which CYTENA is entitled at the customer\u2019s request and at our discretion if the realisable value of the securities exceeds the receivables of CYTENA to be secured by more than 10%.\n\n9.4. In the case of attachment, confiscation or similar and in the event of damage and\/or loss of the items delivered, the customer must notify CYTENA immediately; a breach of this obligation gives CYTENA the right to withdraw from the contract. The customer bears all\nthe costs that need to be incurred in particular within the framework of an objection by a third party to the successful rescission of a seizure and if applicable to a successful new purchase of the items delivered if they cannot be collected by third parties.\n\n9.5. If CYTENA has validly withdrawn from the contract, CYTENA is entitled to take back the goods under retention of title if the taking back is threatened with a suitable period of time. The costs arising from the exercising of the right of retention, in particular for\ntransport, will be borne by the customer. CYTENA is entitled to utilize the goods under retention of title that CYTENA takes back and to satisfy itself from their proceeds if the utilisation was threatened beforehand with an appropriate period of notice. If the\nproceeds should exceed the outstanding receivables from the contractual relationship, this surplus will be surrendered to the customer.\n\n9.6. In the event that cash payment or advance payment has been agreed, ownership shall pass in full to the customer upon delivery. If CYTENA agrees a deferment of payment with the customer or delivers to the customer despite knowledge of payment difficulties,\nCYTENA waives the extended retention of title and delivers under simple retention of\ntitle.\n

10. Notice of defects, rights in case of material defects<\/h3>\n10.1. The customer must inspect the goods immediately upon receipt and give written notice of all recognizable defects without undue delay, but at the latest within seven (7) days; otherwise the goods are deemed to be approved. Hidden defects must be notified in writing immediately after discovery, at the latest after seven (7) days; otherwise the\ngoods shall also be deemed approved with regard to these hidden defects.\n\n10.2. If no defect in the goods is found after a notification of defect by the customer, the customer shall bear the costs incurred by CYTENA.\n\n10.3. Claims for material defects do not exist in the case of defects,\n
    \n \t
  • which are attributable to circumstances occurring after the transfer of risk,<\/li>\n \t
  • which are caused by improper use or improper service or repair work by the customer,<\/li>\n \t
  • which are based on arbitrary changes by the customer,<\/li>\n \t
  • which are attributable to normal wear and tear or normal deterioration, or<\/li>\n \t
  • otherwise attributable to the sphere of the customer.<\/li>\n<\/ul>\nCYTENA may charge for additional costs resulting from such malfunctions.\n\n10.4. If the goods have a defect, CYTENA may, at its discretion, either remedy the defect (repair) or deliver a defect-free item (replacement) as subsequent performance. In all other respects, the customer is entitled to the statutory rights of material defects. In all cases, the statutory special regulations remain unaffected when the unprocessed goods are delivered to a consumer, even if the consumer has processed them further. Claim from supplier regress are excluded if the defective goods have been further processed\nby the customer or another company, e.g. by installation in another product.\n\n10.5. The customer must give CYTENA the time and opportunity necessary for the subsequent performance owed, in particular to hand over the goods complained of for inspection purposes. In the event of a replacement delivery, the customer must return the defective goods to CYTENA in accordance with the statutory provisions.\n\n10.6. Complaints about partial services do not entitle the customer to reject the remaining services, unless the customer is entitled to withdraw from the entire contract due to the defective partial service.\n\n10.7. If the customer asserts claims for damages, CYTENA shall only be liable taking into account the following Clause 27.\n

    11. Software, Intellectual property rights, Reverse engineering, Infringement<\/h3>\n11.1. The supplied software that accompanies the product is subject to an end-user license agreement that has to be accepted before installation.\n\n11.2. All other rights to the software and documentation including copies shall remain with CYTENA or the software supplier. The customer shall not be permitted to issue sublicenses.\n\n11.3. The provisions of Clause 9 above (reservation of title), Clause 10 (notice of defects, rights in the event of material defects) and Clause 27 (liability) shall also apply mutatis mutandis to the software. Clause 10.3 shall apply subject to the proviso that material\ndefect rights in the software shall also not arise if the defect is attributable to the fact that the software is used in a hardware and\/or software environment which does not meet the requirements specified by CYTENA, as well as for changes and modifications which\nthe customer has made to the software without being entitled to do so by operation of law, these General Terms of Delivery or on the basis of CYTENA\u2019s prior written consent.\n\n11.4. All intellectual and industrial property rights, including, but not limited to, copyrights, trademarks and patents, incorporated in the goods, software, and\/or accompanying documentation are and shall remain property of CYTENA.\n\n11.5. The customer shall not use observation, study, disassembly or testing of the purchased goods (reverse engineering) to acquire any trade secrets of CYTENA contained in the goods.\n\n11.6. In no case of infringement of third party industrial property rights CYTENA will compensate the customer for loss of profit and other consequential damage.\n

    Part B – Maintenance Services<\/h3>\n

    12. Scope of this Part B<\/h3>\n12.1. The provisions of this Part B apply to all supplemental maintenance services (maintenance or inspection) provided by CYTENA.\n

    13. Scope of services<\/h3>\n13.1. The scope of the services to be provided shall be determined by CYTENA’s offer.\n\n13.2. If during maintenance (maintenance, inspection or calibration) it is determined that repairs are necessary which exceed the agreed scope of services, this will be discussed with the customer on site. The further procedure requires a separate agreement in text\nform (in writing or by e-mail) to which the provisions of Sections B and C apply. In the event of possible changes to services, the signed assembly order may result in an additional or reduced charge.\n

    14. Cost of material<\/h3>\n14.1. The consumables and wear and tear parts required within the scope of maintenance shall additionally be charged according to actual expenditure, unless they are included in the scope of services in accordance with Clause 13.1.\n\n14.2. The parts used shall be invoiced at CYTENA’s prices valid at the time of delivery.\n\n14.3. No charge shall be made if the material is required under CYTENA’s warranty obligation and within the warranty period.\n

    15. Obligations of the customer<\/h3>\n15.1. The conclusion of a maintenance contract does not release the customer from the obligation to carry out the maintenance work prescribed in the operating and user manual, unless this maintenance work was expressly ordered from CYTENA according\nto the underlying offer.\n\n15.2. The maintenance personnel must be allowed access to the machinery and equipment during normal business hours \/ operating hours for the performance of announced maintenance work. The customer shall provide CYTENA with any information requested\nabout the machines and systems to be maintained and shall make the associated documents available to CYTENA.\n

    16. Time of maintenance<\/h3>\n16.1. CYTENA undertakes to carry out maintenance at the intervals specified in the offer for the objects specified therein.\n\n16.2. CYTENA shall inform the customer of the exact date of the maintenance at least one\nweek in advance, unless a specific date has been agreed.\n\n16.3. Should it not be possible for the customer to carry out the work on the scheduled date, CYTENA must be notified at the latest seven (7) days before the scheduled date. In the event of late notification, the price shall be due in full if the maintenance technicians could not be employed elsewhere at the scheduled time, unless the customer is not responsible for the late notification.\n\n16.4. If maintenance is delayed by measures within the scope of industrial disputes, in particular strikes and lockouts, as well as the occurrence of circumstances for which CYTENA is not responsible, an appropriate extension of the maintenance period shall\noccur, provided that such obstacles are demonstrably of considerable influence on the completion of maintenance.\n\n16.5. If the customer suffers any damages, the limitation of liability pursuant to Clause 27 and 28 applies.\n

    17. Conclusion of contract, Prices<\/h3>\n17.1. The maintenance contract comes into force with the order confirmation by CYTENA.\n\n17.2. A fixed price shall be agreed for each maintenance object and, if applicable, a fixed term specified in the order confirmation of CYTENA.\n\n17.3. The price for the work of the maintenance personnel plus applicable VAT, if any, is to be paid within thirty (30) days after date of the invoice.\n

    18. Claims for breach of contract<\/h3>\n18.1. If the agreed service is not performed completely and properly, CYTENA shall make up for it or repair it free of charge.\n\n18.2. If CYTENA fails to fulfill its obligation to make good, rectify or rectify the damage, the customer shall be entitled to set a reasonable period of grace. If CYTENA fails to meet this deadline, the customer may either demand a reduction or terminate the contract without notice. This also applies in the event of failure to repair the damage. The customer also has the right – if feasible – to have the work carried out by third parties and to demand compensation from CYTENA for the necessary costs. CYTENA’s liability for\ndamages shall be governed by Clause 27 and 28.\n

    19. Other provisions<\/h3>\n19.1. Extensions, relocations, partial renewals and other changes to the machines and systems may only be carried out by or in agreement with CYTENA during the term of the maintenance contract.\n\n19.2. If the customer leaves machines and systems to third parties, his obligation to pay the annual premium shall remain in force, unless the third party enters into this contract with CYTENA’s consent. Consent can only be refused by CYTENA for important reasons.\n\n19.3. CYTENA may inspect machines and equipment when taking over the maintenance of machines or equipment not supplied by CYTENA or when taking over the maintenance of machines and equipment that have been in operation or out of operation for a certain period of time. The costs of the inspection and any repair work will be invoiced separately to the customer.\n

    Part C – Repair Services<\/h3>\n

    20. Scope of this Part C<\/h3>\n20.1. The provisions of this Part C apply to all repair services provided by CYTENA, unless the services are provided under warranty. In this case, Part A applies.\n

    21. Reaction model<\/h3>\n21.1. If the customer has ordered the reaction model from CYTENA, CYTENA undertakes to make a technician available to the customer for on-site repair within the agreed reaction time after receipt of a fault report. The response time is extended by the time period during which it is determined whether it is possible to rectify the fault over the telephone or by remote control via internet.\n

    22. Prerequisites for repair and provision by the customer<\/h3>\n22.1. Before the start of the repair, all necessary preconditions must have been created on the part of the customer so that the work can be started and carried out without interruption immediately after arrival of the service personnel without danger to their life and health.\n\n22.2. The customer has to take over in any case at his own expense:\n
      \n \t
    • Sample material for instruction in the intended use of the delivery item is provided,<\/li>\n \t
    • appropriate lockable rooms for CYTENA employees and the storage of materials.<\/li>\n<\/ul>\n

      23. Transport<\/h3>\n23.1. If repairs cannot be carried out on the customer’s premises, CYTENA shall transport the object to be repaired to its premises and back to the customer’s premises at the customer’s expense.\n\n23.2. The risk of accidental loss of the object during the outward and return transport as well as during storage and repair on CYTENA’s premises shall be borne by the customer. CYTENA shall be liable with regard to the object exclusively within the scope of the provision in Clause 27 and 28.\n

      24. Inspection and approval<\/h3>\n24.1. The repair services provided by CYTENA must be accepted by the customer immediately after completion of the work (acceptance period). Acceptance may not be refused due to insignificant defects.\n\n24.2. CYTENA shall be notified of any refusal to accept delivery within the acceptance period, otherwise the repair shall be deemed to have been accepted. Time, place, type and extent of the defect must be described in detail.\n\n24.3. The repair work shall also be deemed to have been accepted if the customer uses the machine in repair in his business operations.\n\n24.4. In the event of a delay in acceptance, the risk shall pass to the customer.\n\n24.5. If the customer is in default of acceptance or violates other duties to cooperate, he shall be obliged to compensate for the resulting damage. In the event of a delay in acceptance, the customer shall pay a lump-sum compensation amounting to 10% of the order value. The customer reserves the right to prove a lesser damage.\n

      25. Remuneration and cost of material<\/h3>\n25.1. The repair takes place against payment according to time expenditure. The customer shall be charged the respectively valid hourly rates, including additional costs for overtime as well as work on Sundays and public holidays. Travel time and waiting time are considered working hours.\n\n25.2. Costs for travel to and from the site, transport of luggage and tools as well as other costs arising in connection with the repair shall also be borne by the customer.\n\n25.3. The material required within the scope of the repair will be charged additionally according to actual expenditure.\n\n25.4. The parts used shall be invoiced at CYTENA’s prices valid at the time of delivery.\n\n25.5. No calculation shall be made if the repair is carried out within the framework of CYTENA’s warranty obligation and within the warranty period.\n

      Part D – General<\/h3>\n

      26. Scope of this Part D<\/h3>\n26.1. The provisions of this Part D apply to all contracts with CYTENA.\n

      27. Liability<\/h3>\n27.1. CYTENA is liable without limitation for damages resulting from injury to life, body or health which are based on a negligent breach of duty by CYTENA or on an intentional or negligent breach of duty by its legal representative or vicarious agent, and in the case of statutory liability without fault, in particular in the case of express guarantee (Garantiehaftung).\n\n27.2. CYTENA is liable for other damages which are based on an intentional or grossly negligent breach of duty by CYTENA or on an intentional or grossly negligent breach of duty by its legal representative or vicarious agent. In this case the liability is limited to the typical damage foreseeable at the time of conclusion of the contract.\n\n27.3. In the event of intentional or negligent breach of an essential contractual obligation, CYTENA shall only be liable for typically occurring damage that was foreseeable at the time the contract was concluded. An essential contractual obligation is such an obligation which makes the proper performance of the contract concluded with the customer possible in the first place and on which the customer has trusted and was allowed to trust and whose culpable non-performance endangers the achievement of the purpose of the contract.\n\n27.4. In all other cases its liability is excluded.\n\n27.5. Insofar as its liability is excluded or limited, this also applies to its employees, representatives and vicarious agents.\n

      28. Limitation<\/h3>\n28.1. In the case of supplier regress in the supply chain of a consumer goods purchase, in the case of statutory no-fault liability, in particular under the Product Liability Act and in the case of warranty liability, the statutory limitation period shall apply.\n\n28.2. In the case of damages resulting from injury to life, body or health, which are based on a negligent breach of duty by CYTENA or an intentional or negligent breach of duty by its legal representative or vicarious agent, in the case of other damages, which are based on an intentional or grossly negligent breach of duty by CYTENA or on an intentional or grossly negligent breach of duty by its legal representative or vicarious agent, as well as for damages which are based on an intentional or negligent breach of essential contractual obligations under the respective contract by CYTENA or its legal representative or vicarious agent, the statutory warranty period also applies.\n\n28.3. In the case of a structure and in the case of an object which has been used for a structure in accordance with its normal manner of use and which has caused its defectiveness, and in the case of a structure whose success consists in the provision of planning or\nmonitoring services for a structure, the limitation period shall be five years.\n\n28.4. In all other cases the warranty period is one year.\n

      29. Force Majeure<\/h3>\n29.1. Any event, which is beyond the CYTENA\u2019s control, such as acts of nature (e.g. earthquakes), war, unforeseeable governmental or administrative actions (including governmental interruption and restriction\/prohibition affecting the efficacy of the\nproduction and\/or delivery of the goods), or strikes, shall relieve CYTENA from its contractual obligations for the duration of such event or circumstance and to the extent of the effects resulting there from. If any such case occurs, CYTENA shall inform the\ncustomer immediately indicating the presumable duration and extent of such contingency. CYTENA shall promptly use all reasonable efforts to settle such contingencies so that the performance of its contractual obligations can be resumed as soon as possible.\n

      30. Secrecy<\/h3>\n30.1. Both parties shall maintain secrecy about all business matters and processes, in particular all secret data of one party relating to its economic condition and market behavior, as well as all technical data that are disclosed by a party during the performance of the contract and have been expressly and provably designated as confidential or secret by the disclosing party (\u201cconfidential information\u201d). This does not include information which is demonstrably generally known or published at the time of disclosure, which belongs to the general technical knowledge, is of general state of the art or is individually known to the concrete party receiving it; the parties shall inform each other in text form of such prior individual knowledge without delay after disclosure.\n\n30.2. The obligation to maintain secrecy shall not apply if and as soon as the confidential information becomes generally known after the date of disclosure without any action by a party that violates the confidentiality agreement, is individually disclosed to the specific party by third parties without such third parties in turn violating a confidentiality obligation with respect to the confidential information, is independently recognized or developed by the receiving party independently of the confidential information, is disclosed in writing to the public by the disclosing party or must be disclosed in accordance with mandatory statutory provisions. In the latter case, the receiving party shall inform the other party of the disclosure obligation without delay.\n\n30.3. Except in the cases described in Clause 30.2 above, any disclosure to third parties, unless absolutely necessary for the execution of the contract, requires the express prior consent of the disclosing party. The receiving party shall be obliged to agree a\ncorresponding obligation to maintain secrecy with his employees to the extent permissible under labour law and with authorised third parties.\n\n31. Protection of Personal Data\nThe customer agrees that CYTENA may store, use or process personal data in accordance with the provisions of the German Federal Data Protection Act and the General Data Protection Regulation to the extent necessary for the performance of this contract.\n

      32. Place of Performance, applicable Law and Jurisdiction<\/h3>\n32.1. Place of performance for deliveries and payments is Freiburg, Breisgau, Germany.\n\n32.2. Any contracts shall be governed solely by the laws of the Federal Republic of Germany; in case of international purchase contracts the Special Terms and Conditions for International Sale shall govern applicable law.\n\n32.3. The place of jurisdiction for all disputes in connection with the contract is the competent court at CYTENA\u2019s business seat in Freiburg, Breisgau, Germany. However, CYTENA may also assert claims in the legal place of jurisdiction of the customer.\n

      Special Terms and Conditions for International Sale of CYTENA GmbH<\/h2>\n

      33. Scope of application<\/h3>\n33.1. These Special Terms and Conditions for International Sale shall apply primarily to all purchase contracts between CYTENA GmbH (\u201cCYTENA\u201d) and those of its customers who have their registered office or the branch entrusted with the contract outside of Germany\n(cross-border sales); the respective branch that concludes the contract in its own name is decisive.\n\n33.2. These Special Terms and Conditions apply to all contracts whose preponderant object is the supply of goods to the customer. Additional obligations assumed by CYTENA do not affect the application of these Special Terms and Conditions.\n\n33.3. In addition, the General Terms and Conditions shall apply insofar as these Special Terms and Conditions for International Sale do not regulate an issue even if the General Termsand Conditions are not particularly referenced in the offer or order confirmation.\n\n33.4. These Special Terms and Conditions do not apply if the customer acquires the goods for personal, family or household use and CYTENA knew or ought to have known this when the contract was concluded.\n\n33.5. These Special Terms and Conditions apply to all offers of sale of CYTENA. They also apply to all future contracts with the customer if reference is made in CYTENA\u2019s offer to these Special Terms and Conditions.\n

      34. Customer\u2019s Terms and Conditions<\/h3>\n34.1. Any regulations in the customer’s terms and conditions that contradict or deviate from the regulations of these Special Terms and Conditions of Business or the provisions applicable according to Clause 51.4 shall only apply if CYTENA expressly agrees to their\nvalidity.\n\n34.2. If individual provisions of these General Terms and Conditions deviating from these General Terms and Conditions are agreed between CYTENA and the customer, this shall not affect the validity of the remaining provisions of these General Terms and Conditions.\n

      35. Formation of Contract, Scope of Agreement<\/h3>\n35.1. CYTENA\u2019s offer is non-binding.\n\n35.2. CYTENA reserves the right to make changes and errors in the illustrations and drawings relating to its goods in brochures, advertising materials and price lists as well as the data contained therein, e.g. regarding material, dimensions, form retention, unless they are expressly designated as binding.\n\n35.3. The customer is obligated to give notice in text form to CYTENA before conclusion of contract\n
        \n \t
      • if the goods to be supplied are to be not only suitable for normal use or the\ncustomer orders on the assumption of a particular purpose or his expectations\nare based on public statements, advertising messages or other circumstances\noutside the formation of the concrete contract<\/li>\n \t
      • if the goods to be supplied are to be used under unusual conditions or conditions\npresenting a particular risk to health, safety or environment or requiring a more\ndemanding use or<\/li>\n \t
      • if any atypical damage potential or any unusual amounts of loss, in particular\nexceeding the limits set in Clause 46 could be associated with the contract. This\nobligation applies only with relation to such use conditions, damage potential, or\nunusual extents of damage of which the customer is or ought to aware.<\/li>\n<\/ul>\n35.4. The customer\u2019s order is irrevocable for two weeks after receipt by CYTENA.\n\n35.5. The contract is concluded by sending the order confirmation in text form (e.g. written or via e-mail). The actual delivery of the goods ordered, any other conduct of CYTENA or silence on the part of CYTENA does not allow the customer to assume the formation of the contract.\n\n35.6. Particular wishes of the customer, namely particular expectations of the customer regarding the usage or the condition of the goods, guarantees or warranties with reference to the goods or the performance of the contract, as well as performance declarations, instruction manuals or security-related information requested by the customer in electronic or print form, require express confirmation in text form by CYTENA in every case:\n\n35.7. Confirmations of the contract produced by the customer are of no effect without any objection by CYTENA being necessary. In particular, neither the actual delivery of the goods, any other conduct of CYTENA or silence on the part of CYTENA shall give rise to any belief by the customer in the relevance of his confirmation.\n\n35.8. CYTENA\u2019s employees, commercial agents or other sales intermediaries are not authorized to dispense with the requirement of an order confirmation in text form by CYTENA or to make promises which differ from its content or guarantees. If and to what extent such persons are authorized to make or receive declarations with effect for or against CYTENA, is to be determined according to German law.\n\n35.9. Amendments to the concluded contract always require confirmation in text form by CYTENA.\n

        36. Obligation of CYTENA<\/h3>\n36.1. Subject to a failure of delivery on part of his suppliers irrespective of a congruent covering transaction or to an exemption according to Clause 50, CYTENA must deliver the goods specified in the order confirmation in text form and transfer the title in the goods. CYTENA is not obliged to perform obligations not stated in the order confirmation in text form by CYTENA or in these Special Terms and Conditions of International Sale, in particular CYTENA is under no obligation if not explicitly agreed upon in text form to give information regarding the goods, to furnish documents or certificates regarding the goods, to deliver accessories, to install additional safety devices, to carry out assemblies or to advise the customer\n\n36.2. CYTENA\u2019s obligations under the purchase contract with the customer are owed only to the customer. Third parties not involved in the formation of the contract, in particular the customer’s clients, are not entitled to request delivery to be made to them or to assert any other claim arising from the customer\u2019s contract with CYTENA. The customer gives CYTENA an unlimited indemnity against all claims made by contracting partners of the customer against CYTENA invoking the contract made between CYTENA and the\ncustomer. The customer’s entitlement to take delivery continues to exist even if he assigns rights to third parties.\n\n36.3. CYTENA undertakes to deliver to the customer goods of the agreed kind and quantity which meet the common standards applicable in Germany and ensures that at the time of delivery the goods are free from rights or claims of private third parties which could prevent its use within the European Union.\n\n36.4. Partial deliveries are permissible and can be invoiced independently, provided that this is reasonable for the customer and he has an objective interest in the partial delivery.\n

        37. Delivery Periods<\/h3>\n37.1. Any information about delivery times is always non-binding, unless they have been designated as binding.\n\n37.2. Subject to Clause 5.3 below, the delivery period begins with the dispatch of the order confirmation by us.\n\n37.3. If the customer is obliged to procure certain documents, such as permits, releases, licenses or any other authorizations or consents, himself and\/or to submit letters of credit or to make a down payment, the delivery period shall begin at the earliest at the time at which all documents to be procured by the customer have reached CYTENA or a down\npayment to be made has reached CYTENA.\n\n37.4. Compliance with agreed delivery time periods or delivery dates is subject to the customer’s procuring any required documents, releases, permits, approvals, in sufficient time, making down-payments as agreed and performing all other obligations incumbent upon him properly and in good time and subject to no delay caused by pre-shipment inspections mandated by not German authorities. Moreover, agreed delivery timeperiods begin on the date of the order confirmation in text form by CYTENA. After informing the customer, CYTENA is entitled to deliver earlier than at the agreed delivery time or to select the date of delivery within the agreed period for delivery.\n\n37.5. The delivery period shall be deemed to have been met if the goods have left the factory or readiness for dispatch has been notified by the time it expires.\n\n37.6. Without prejudice to its continuing legal rights, CYTENA is entitled to fulfil its obligations after the delivery time periods or delivery dates agreed upon, if the customer is informed that CYTENA will exceed the delivery time limit and of the time period for late\nperformance. Subject to aforesaid conditions, CYTENA is entitled to make repeated attempts at late performance. The customer can object to late performance within reasonable time, if the late performance is unreasonable. An objection is only effective,\nif it is received by CYTENA before commencing late performance. CYTENA will reimburse necessary additional expenditure, proven and incurred by the customer as a result of exceeding the delivery time to the extent that CYTENA is liable for this under the provisions laid down in Clause 46.\n

        38. Anticipatory Breach by Customer<\/h3>\n38.1. Without prejudice to his continuing legal rights and without a previous notice to the customer being necessary, CYTENA is entitled to suspend the performance of his obligations as long as, in the opinion of CYTENA, there are grounds for concern that the\ncustomer will wholly or partly fail to fulfil his obligations in accordance with the contract. In particular, the right to suspend arises if the customer insufficiently performs his obligations to enable payment to CYTENA or a third party or pays late or if the limit set by a credit insurer has been exceeded or will be exceeded with the forthcoming delivery.\n\n38.2. Instead of suspending performance CYTENA is entitled at his own discretion to make future deliveries, even if confirmed, conditional on payment in advance. CYTENA is not required to continue with performance of his obligations, if an assurance given by the customer to avoid the suspension does not provide adequate security or could be challenged pursuant to an applicable law.\n

        39. Delivery and Transfer of Risk<\/h3>\n39.1. FCA (Incoterms 2010) from CYTENA\u2019s shipping facility designated in CYTENA\u2019s order confirmation in text form applies to delivery and transfer of risk. The risk shall pass to the customer FCA even if CYTENA bears the shipping costs in individual cases.\n\n39.2. Irrespective of the agreed Incoterms clause, packaging will be charged according to expenditure.\n\n39.3. If dispatch is delayed due to circumstances for which CYTENA is not responsible or at the request of the customer, the risk shall pass to the customer from the day of notification of readiness for dispatch; if the customer cannot effect appropriate insurance cover for those stored goods because they are still at CYTENA\u2019s facilities, CYTENA shall be obliged, at the request and expense of the customer, to effect the insurance required by the customer.\n\n39.4. If dispatch is delayed at the request of the customer, the monthly storage costs shall be charged to him starting one month after notification of readiness for dispatch locally usual storage cost.\n\n39.5. If the goods are dispatched at the request of the customer, CYTENA shall choose the dispatch routes and means of dispatch without assuming any warranty for the cheapest shipment.\n\n39.6. The customer undertakes to furnish CYTENA with the data to apply for the customs formalities in reasonable time ahead and in writing or text form as required by law\/customs, to take delivery of the goods either by customer itself or by a person nominated in writing by customer to CYTENA at the delivery time without taking any additional period of time and at the place of delivery according to Clause 39.1 and shall fulfil all the duties imposed by the contract, by these Special Terms and Conditions of International Sale, by the rules of the ICC for the use of the agreed clause of the Incoterms 2010 and by statutory provisions. The customer is only entitled to refuse to take delivery of the goods if he declares the contract avoided in accordance with Clause 46.1.\n

        40. Prices\/Terms of Payment<\/h3>\n40.1. All prices are quoted in EURO plus applicable value added tax FCA (Incoterms 2010) from CYTENA\u2019s designated shipping facility, plus packaging and shipping costs unless otherwise expressly agreed.\n\n40.2. Irrespective of continuing obligations of the customer to guarantee or to enable payment, the customer undertakes to pay the agreed price for the goods in the currency specified in the written confirmation of the order transferring it without deduction and free of expenses and costs to one of the financial institutions designated by CYTENA.\n\n40.3. The payment to be made by the customer is in any event due for payment at the time specified in the written confirmation of the order or – if a time for payment is not indicated – on receipt of the invoice. The due time for payment arises without any further precondition and, in particular, does not depend on whether the customer has already taken delivery of the goods or the documents or has had an opportunity to examine the goods.\n\n40.4. In case of payment by bill of exchange, all expenses and costs will be charged.\n\n40.5. Offsetting against counterclaims is only permissible if these have been valid and due counterclaims from the same contractual relationship, are legally established or are undisputed.\n\n40.6. The customer is only entitled to withhold payments on the basis of valid and due counterclaims from the same contractual relationship.\n

        41. Security for the Purchase Price Claim<\/h3>\n41.1. CYTENA shall retain the title in the delivered products until the purchase price according to Clause 40.1 has been paid in full (herein after referred to as \u201cReserved Products\u201d).\n\n41.2. If such retention of title is not effective under applicable law, the parties shall agree on a functionally equivalent means of security and shall conclude an effective agreement for such security.\n\n41.3. The customer is obliged to take all necessary measures to maintain this retention of title or functionally equivalent security interest recognized in the country of destination (customer\u2019s registered office). If the customer breaches this obligation, this shall\nconstitute a material breach of contract.\n\n41.4. In the event of seizure, confiscation, damage and\/or loss of the Reserved Products or the means of security, the customer shall notify CYTENA immediately; a breach of this obligation shall entitle CYTENA to declare the contract avoided. The customer shall bear all cost which had to be incurred for the successful cancelation of a seizure and, if applicable, for the successful replacement of the Reserved Products, insofar as they cannot be collected from third parties.\n\n41.5. If CYTENA has declared the contract avoided, CYTENA shall be entitled to take back the reserved products if CYTENA has given a reasonable notice of such taking back. The costs incurred by exercising the right to take back, in particular for transport, shall be borne by the customer. CYTENA shall be entitled to dispose of the reserved products that have been taken back and to satisfy its claims from the proceeds thereof, provided that CYTENA has given reasonable notice of such disposal beforehand. Should the proceeds exceed the outstanding claims from the contractual relationship, this surplus shall be paid to the customer.\n\n41.6. In the event that cash payment or advance payment has been agreed, ownership shall pass in full to the customer upon delivery.\n

        42. Conformity<\/h3>\n42.1. Without prejudice to any exclusion or reduction of liability of the seller provided by law, goods do not conform with the contract if the customer proves that, taking into account the terms in section III., at the time the risk passes the packaging, quantity, quality or the description of the goods is significantly different to the specifications laid down in the written confirmation of the order, or in the absence of agreed specifications, the goods are not fit for the purpose which is usual in Germany. Regardless of the stipulation established in sentence 1, the goods shall be deemed to conform with the contract to the extent that the legal regulations applicable at the place of business of the customer do not prevent the usual use of the goods.\n\n42.2. To the extent that the written order confirmation by CYTENA does not contain an explicit statement to the contrary, CYTENA is in particular not liable for the goods being fit for a purpose which is not usual in Germany or for complying with further reaching expectations of the customer or for possessing the qualities of a sample or a model or for their compliance with the legal regulations existing outside Germany, for instance in the customer’s country. CYTENA shall also not be liable for any non-conformity with the contract that did not exist at the time the risk has passed. To the extent that the customer, either himself or through third parties, initiates the removal of non-conformities without the prior consent of CYTENA in text form, CYTENA will be released from its liability.\n

        43. Obligation to Examination, Notification of Non-conformity<\/h3>\n43.1. The customer shall inspect the products and any documents delivered without delay after the acceptance or shall have them inspected.\n\n43.2. The customer shall notify CYTENA in text form without delay, at the latest within three (3) working days (Saturday is not a working day) after delivery of the products, of any noticeable lack of conformity of the products or documents and shall specify therein the exact nature of the lack of conformity in such a precise manner as to enable CYTENA to effect remedy measures without need for further inquiries from the customer and to secure claims against CYTENA\u2019s suppliers and moreover as required by law.\n\n43.3. Notice has to be giving directly to CYTENA. CYTENA\u2019s employees, commercial agents or other sales intermediaries are not authorized to accept notices outside CYTENA\u2019s premises or to make any statements concerning lack of conformity with the contract or of title and its consequences.\n\n43.4. The customer shall loose the right to invoke a lack of conformity of the products \u2013 even if discovered later \u2013 if he does not notify CYTENA of such lack of conformity in text form (e.g. in writing or via email) within three (3) working days (Saturday is not a working day) of the time at which he noticed or should have noticed the lack of conformity, specifying the nature or the non-conformity, irrespective of the reasons given by the customer for the notification being delayed.\n\n43.5. The customer\u2019s notice of non-conformity must have been dispatched by the customer within the three working day period following delivery of the products or discovery of the lack of conformity; it is also necessary for CYTENA to have actually received the notice of non-conformity dispatched in due time.\n\n43.6. In the event of notice not having been properly given, the customer may only rely on remedies if CYTENA has intentionally concealed the lack of conformity with the contract or the deficiency in title. Statements by CYTENA as to the lack of conformity with the contract or as to the deficiency in title are for the purpose of explaining the factual position only, but do not entail any waiver by CYTENA of the requirement of proper notice\n\n43.7. If a non-conformity of the products cannot be established following the notice of nonconformity by the customer, the customer shall reimburse CYTENA for the costs incurred in connection with the inspection of the products.\n\n43.8. Without prejudice to the statutory obligations of the customer to give notice within reasonable time, the customer is obliged vis-\u00e0-vis CYTENA to give notice to CYTENA of any lack of conformity with the contract or any deficiency in title at the latest within one (1) year after taking delivery in accordance with section IV.-6.\n

        44. Non-conformity of the Products<\/h3>\n44.1. The customer shall give CYTENA the time and opportunity required for the performance of the contract, in particular to hand over the rejected products for inspection purposes or to make the process or installed products accessible for this purpose.\n\n44.2. Non-conformity does not apply in the case of defects,\n
          \n \t
        • which are attributable to circumstances occurring after the transfer of risk,<\/li>\n \t
        • which are caused by improper use or improper service or repair work by the customer,<\/li>\n \t
        • which are based on arbitrary changes by the customer,<\/li>\n \t
        • which are attributable to normal wear and tear or normal deterioration, or<\/li>\n \t
        • otherwise attributable to the sphere of the customer.<\/li>\n<\/ul>\nCYTENA may charge for additional costs resulting from such malfunctions.\n\n44.3. In the event that the products or documents lack conformity, CYTENA shall be entitled to remedy such lack or conformity even after the agreed delivery period by repair or \u2013 in the event of a material breach of contract \u2013 by replacement delivery. The right to refuse performance under statutory conditions shall remain unaffected. In the event of a replacement delivery, the customer shall return the defective item to CYTENA in accordance with statutory provisions.\n\n44.4. If the non-conformity of the products or documents is not remedied within a reasonable period by repair or replacement, the customer may demand a reduction in the purchase price corresponding to the reduced value of the products.\n\n44.5. CYTENA shall be entitled to make the performance owed to the customer conditional upon the customer paying the purchase price due for the products already delivered, subject to the exercise of customer\u2019s right of retention in respect of a proportion of the purchase price which is reasonable in relation to the breach of contract.\n\n44.6. The delivery of substitute goods or repair does not lead to a recommencement of the limitation period.\n\n44.7. The reduction of the price for the goods is limited to the damages suffered by the customer.\n\n44.8. Further claims for performance are not available to the customer\n\n44.9. Even in the event of a breach of contract, the customer\u2019s claims for damages shall be limited in accordance with Clause 47 and shall otherwise be excluded.\n

          45. Software, Intellectual property rights, Deficiency in Title, Reverse engineering, Infringement<\/h3>\n45.1. The supplied software that accompanies the product is subject to an end-user license agreement that has to be accepted before installation.\n\n45.2. All other rights to the software and documentation including copies shall remain with CYTENA or the software supplier. The customer shall not be permitted to issue sublicenses.\n\n45.3. Without prejudice to any exclusion or reduction of liability of the seller provided by law, goods have a deficiency in title if the customer proves that the goods are not free from enforceable rights or claims of private third parties at the time risk passes.\n\n45.4. Without prejudice to further legal requirements, third parties\u2019 rights or claims founded on industrial or other intellectual property constitute a deficiency in title only to the extent that the rights are registered, made public and in legal force in the European Union and prevent the usual use of the goods in the European Union.\n\n45.5. Regardless of the stipulation established in Clause 45.3, title to the goods shall be deemed not to be defective to the extent that the legal regulations applicable at the place of business of the customer do not prevent the usual use of the goods.\n\n45.6. The provisions of Clause 41 above (reservation of title), Clause 10 (examination and notice of non-conformity), Clause 44 (non-conformity) and Clause 46 (liability) shall also apply mutatis mutandis to the software. Clause 44.3 shall apply subject to the proviso that non-conformity of the software shall also not apply if the defect is attributable to the fact that the software is used in a hardware and\/or software environment which does not meet the requirements specified by CYTENA, as well as for changes and modifications\nwhich the customer has made to the software without being entitled to do so by operation of law, these Special Terms of Delivery, the General Terms of Delivery or on the basis of CYTENA\u2019s prior written consent.\n\n45.7. All intellectual and industrial property rights, including, but not limited to, copyrights, trademarks and patents, incorporated in the goods, software, and\/or accompanying documentation are and shall remain property of CYTENA.\n\n45.8. The customer shall not use observation, study, disassembly or testing of the purchased goods (reverse engineering) to acquire any trade secrets of CYTENA contained in the goods.\n\n45.9. In no case of infringement of third party industrial property rights CYTENA will compensate the customer for loss of profit and other consequential damage.\n

          46. Avoidance of the Contract<\/h3>\n46.1. In the event of a lack of conformity of the products or documents, the customer shall not be entitled to declare the contract avoided instead of a reduction of the purchase price, unless the lack of conformity constitutes a material breach of contract. If CYTENA remedies the lack of conformity within a reasonable grace period set by the customer, which must be at least six weeks, there is no material breach of contract.\n\n46.2. The customer is entitled to declare the contract avoided, if the respective applicable legal requirements are complied with, after he has threatened CYTENA in reasonable time after the facts justifying the avoidance of the contract had occurred with avoidance of the contract in writing and an additional period of time of reasonable length for performance fixed in writing has expired to no avail.\n\n46.3. If the customer claims delivery of substitute goods, repair or other performance, he is bound for a reasonable period of time to the chosen remedy, without being able to exercise the right of declaring the contract avoided.\n\n46.4. In any event, the customer must give notice of avoidance of the contract within reasonable time after the additional period of time has expired in writing and to CYTENA directly.\n\n46.5. Without prejudice to his continuing legal rights, CYTENA is entitled to avoid the contract in whole or in part if the customer objects to the application of these International Conditions of Sale, if the implementation or performance of the contract is prohibited by the law in whole or in part, if on grounds for which CYTENA is not responsible the written confirmation of the order by CYTENA is received by the customer more than fourteen (14) calendar days after its date of issue, if insolvency proceedings relating to the assets of the customer are applied for, or if for other reasons CYTENA cannot be expected to fulfil his obligations by means which – taking into consideration his own interests and that of the customer as far as ascertainable and legitimate at the time of formation of the\ncontract – are unreasonable, in particular in relation to the agreed counter-performance.\n\n46.6. Without prejudice to his continuing legal rights, CYTENA is entitled to declare the contract avoided in whole or in part after prior warning if the customer does not furnish CYTENA with the data necessary to apply for customs formalities in due time, if without providing a justifiable reason he does not meet fundamental obligations due towards CYTENA or towards third parties, if he has provided inaccurate information regarding his creditworthiness or to the extent that the cover given by a credit insurer is reduced on grounds for which CYTENA is not responsible.\n

          47. Liability of CYTENA<\/h3>\nWithout waiving the legal requirements, CYTENA is only obliged to pay damages due to the breach of obligations resulting from the contract with the customer, the contractual negotiations carried on with the customer or the business relation with the customer in accordance with the following provisions. These provisions apply equally for all of CYTENA\u2019s obligations to reimburse expenses.\n\n47.1. The customer is required in the first instance to rely on other remedies and can only claim damages in the event of a continuing deficiency. The customer cannot claim damages as an alternative to other remedies.\n\n47.2. CYTENA is not liable for the conduct of suppliers, subcontractors, carriers or freightforwarders, for damages to which the customer has contributed or for the consequences of customer interference with the security technology of the delivered goods. CYTENA is not liable if the contract cannot be performed as agreed at the time of its formation due to subsequent statutory or sovereign measures. Neither is CYTENA liable for impediments which occur, as a consequence of natural or political events, acts of state, industrial disputes, sabotage, accidents, terrorism, biological, physical or chemical processes or comparable circumstances and which cannot be controlled by CYTENA with reasonable means. Moreover, CYTENA is only liable to the extent that the customer proves that the executive bodies or members of staff of CYTENA have deliberately or negligently breached contractual obligations owed to the customer.\n\n47.3. In the event of liability, CYTENA will compensate within the limits of Clause 47.4 the losses of the customer to the extent that the customer proves that he has suffered an unavoidable loss caused by the breach of obligations owed to the customer by CYTENA and foreseeable to CYTENA at the time of the formation of the contract in respect of the occurrence of the loss and its amount. Moreover, the customer is required to mitigate his loss as soon as a breach of contract is or ought to be known.\n\n47.4. CYTENA is not liable for loss of profit or damage to reputation. Moreover, the amount of damages for late or non-existent delivery is limited to 0.5 per cent for each full week of delay, up to a maximum of 5 per cent, and in case of remedies because of delivery of non-conforming goods and\/or goods with a deficiency in title is limited to an amount of 200 per cent of the value of the non-conforming part of the contract. However, this Clause\n\n47.4 does not apply to injury of life, body or health, to mandatory statutory strict liability without fault, to intentional concealment of the non-conformity or deficiency in title of the goods and to breaches of contractual obligations due to intent or gross negligence.\n\n47.5. For breach of contractual, pre-contractual or obligations resulting from the business relation owed to the customer, CYTENA is obliged to pay damages exclusively in accordance with the provisions of these Special Terms and Conditions of International Sale. Any recourse to concurrent bases of claim, in particular of a non-contractual nature, is excluded.\n\n47.6. Equally excluded is any recourse against CYTENA\u2019s company organs, employees, servants, members of staff, representatives and\/or those employed by CYTENA in the performance of his obligations on grounds of breach of contractual obligations owed by CYTENA.\n

          48. Liability of Customer<\/h3>\nIrrespective of continuing statutory or contractual claims, the customer is obliged to pay damages to CYTENA as follows:\n\n48.1. In the event of delay in payment, the customer will pay a lump sum of EUR 50,00, the costs of arbitral, judicial and extra-judicial means and proceedings, usual and accruing within the country and abroad, as well as (without evidence being necessary) interest at the rate applicable in Freiburg, Breisgau, Germany for unsecured short-term loans in the agreed currency, at least however interest at 9 per-cent points over the base rate of the German Federal Bank (Deutsche Bundesbank).\n\n48.2. In the case of a late taking delivery of the goods by the customer by more than two (2) weeks, CYTENA is entitled to claim damages without evidence being necessary of 5 per cent of the value of the goods to be delivered. In the case of a late taking delivery of the goods by the customer by more than six (6) weeks or an entire failure to take delivery as well as in the event of non-delivery due to a breach of contract by the customer, CYTENA is entitled to claim damages without evidence being necessary of 20 per cent of the value of the goods to be delivered.\n\n48.3. If the contract has been avoided by the customer without justification, CYTENA is entitled, insofar as he consents to the avoidance, to claim damages without evidence being necessary in the amount of 20 per cent of the value of the goods to be delivered.\n

          49. Limitation<\/h3>\n49.1. In the case of supplier regress in the supply chain of a consumer goods purchase, in the case of statutory strict liability, the statutory limitation period shall apply.\n\n49.2. In the case of damages resulting from injury to life, body or health, which are based on a negligent breach of duty by CYTENA or an intentional or negligent breach of duty by its legal representative or vicarious agent, in the case of other damages, which are based\non an intentional or grossly negligent breach of duty by CYTENA or on an intentional or grossly negligent breach of duty by its legal representative or vicarious agent, as well as for damages which are based on an intentional or negligent breach of essential contractual obligations under the respective contract by CYTENA or its legal representative or vicarious agent, the statutory warranty period also applies.\n\n49.3. In all other cases the warranty period is one year.\n\n49.4. Insofar as the limitation period may not already have barred the claim, claims for damages brought by the customer are excluded after six (6) months beginning with the rejection of the claim for damages by CYTENA.\n

          50. Force Majeure<\/h3>\n50.1. Any event, which is beyond the CYTENA\u2019s control, such as acts of nature (e.g. earthquakes), war, unforeseeable governmental or administrative actions (including governmental interruption and restriction\/prohibition affecting the efficacy of theproduction and\/or delivery of the goods), or strikes, shall relieve CYTENA from its contractual obligations for the duration of such event or circumstance and to the extent of the effects resulting there from. If any such case occurs, CYTENA shall inform the customer immediately indicating the presumable duration and extent of such contingency. CYTENA shall promptly use all reasonable efforts to settle such\ncontingencies so that the performance of its contractual obligations can be resumed as soon as possible.\n

          51. Notices, Form requirements, Place of Performance, applicable Law and\nJurisdiction<\/h3>\n51.1. All communications, declarations, notices etc. are to be drawn up exclusively in German or English.\n\n51.2. Text form means written form and fax as well as electronic data transfer, e.g. e-mail.\n\n51.3. The place of delivery results from Clause 39.1 and applies likewise to the delivery of substitute goods or the repair of delivered goods. The place of payment and performance for all remaining obligations arising from the legal relationship between CYTENA and the customer is Freiburg, Breisgau, Germany. These provisions also apply if CYTENA assumes the costs of money remittance, renders performance for the customer somewhere else or payment is to be made in exchange of documents or goods or in the case of restitution of performances already rendered. The agreement of other clauses of the Incoterms or of clauses such as “delivery free…….” or similar ones shall not alter the place of performance for deliveries and payments.\n\n51.4. The English version of the United Nations Convention on Contracts for the International Sale of Goods (CISG) dated 11\/04\/1980 applies to the legal relationship with the customer. Legal issues that are not regulated in this Convention or cannot be decided pursuant to its principles are subject to German law.\n\n51.5. The place of jurisdiction for all disputes in connection with the contract is the competent court at CYTENA\u2019s business seat in Freiburg, Breisgau, Germany. However, CYTENA may also assert claims in the legal place of jurisdiction of the customer.\n\nStatus as of 03\/06\/2019\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"

          Terms of Sale Learn more about the conditions that govern the sale of our products, including delivery, payment terms and warranties. Our General Terms & Conditions of Sale are applicable for all companies within the Group. Read Terms Of Sale Terms of Purchase Understand the detailed terms that define our procurement process, including supplier obligations […]<\/p>\n","protected":false},"author":1,"featured_media":127727,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"content-type":"","inline_featured_image":false,"site-sidebar-layout":"default","site-content-layout":"","ast-site-content-layout":"","site-content-style":"default","site-sidebar-style":"default","ast-global-header-display":"","ast-banner-title-visibility":"","ast-main-header-display":"","ast-hfb-above-header-display":"","ast-hfb-below-header-display":"","ast-hfb-mobile-header-display":"","site-post-title":"","ast-breadcrumbs-content":"","ast-featured-img":"","footer-sml-layout":"","theme-transparent-header-meta":"","adv-header-id-meta":"","stick-header-meta":"","header-above-stick-meta":"","header-main-stick-meta":"","header-below-stick-meta":"","astra-migrate-meta-layouts":"default","ast-page-background-enabled":"default","ast-page-background-meta":{"desktop":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"ast-content-background-meta":{"desktop":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"footnotes":""},"class_list":["post-39","page","type-page","status-publish","has-post-thumbnail","hentry"],"acf":[],"aioseo_notices":[],"aioseo_head":"\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t