Privacy and Cookie Policy

Terms & Conditions – Sales and Delivery Terms

Contents

1. General, Scope of Application
2. Offers
3. Products & Application
4. Prices
5. Payment
6. Returns
7. Retention of Title
8. Delivery Time
9. Delivery, Place of Performance, Transport and Packaging Method, Transfer of Risk
10. Buyer’s Rights in Case of Defects
11. Other Liability, Damages
12. Special Delivery Conditions for Laboratory Chemicals
13. Place of Jurisdiction

These sales and delivery conditions also apply to all future deliveries. Version 02/2025

1. General Terms of Delivery and Payment, Scope of Application

(1) These General Terms of Delivery and Payment (hereinafter “Delivery Terms”) apply to all our business relationships with our customers (“Buyer” or “Purchaser”) in the B2B sector (the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law).

Our product range is aimed exclusively at commercial customers. For first-time orders, suitable proof (business registration, commercial register extract) must be provided.

(2) These Delivery Terms apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 651 BGB).

(3) For services or service processes outside the mere delivery of movable products, such as pipette calibration, laboratory planning, or customer-specific special designs, deviating or additional conditions may apply. These can be viewed on our website www.neolab.de under the “Service” tab.

(4) For all channels of provision of product data or any other information (whether digital or print) by us, the following applies: the content is non-binding and for guidance purposes only. The content is continuously updated by us. Errors cannot be completely ruled out. We reserve the right to make changes.

(5) The content of our websites, in particular the image material, is the property of neoLab Migge GmbH and may only be used for own purposes with our express permission.

(6) Unless otherwise agreed, these Delivery Terms in the version valid at the time of the Buyer’s order or, in any case, the last version provided in text form to the Buyer shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

(7) General terms and conditions of the customer or third parties shall not apply, even if we do not separately or expressly object to their validity in individual cases. Even if we refer to a letter containing or referring to the customer’s or a third party’s terms and conditions, this does not constitute consent to their application. These Delivery Terms shall also apply if we execute the Buyer’s order unconditionally with knowledge of conflicting or deviating terms of the Buyer.

(8) Individually agreed arrangements with the customer in specific cases, including side agreements, supplements, and amendments, shall take precedence over these Delivery Terms. The content of such agreements shall be determined, subject to proof to the contrary, by a written contract or our written confirmation.

(9) The written form requirement is met by telecommunication transmission, in particular by fax or email.

2. Offers

(1) Our offers are non-binding and subject to change, unless we have expressly designated them as binding. The minimum order quantities specified on the respective product detail page apply.

(2) Additionally, in our online shop:

1. By clicking the order button, the Purchaser submits a legally binding purchase offer. After placing the order, he receives an order confirmation by email, which, however, does not yet constitute acceptance of his purchase offer but merely lists the details of the order again.
2. A purchase contract is only concluded upon receipt by the Purchaser of a separate email with express confirmation of the conclusion of the purchase contract or by delivery of the goods. If the Purchaser has placed an order for several individual goods, the purchase contract shall only be concluded for those goods listed in the acceptance declaration or delivered.
3. Order processing and communication take place via email. The Purchaser must ensure that the email address provided by him for order processing is correct so that our emails can be received. In particular, when using SPAM filters, he must ensure that all emails sent by us for order processing can be delivered.

3. Products & Applications

(1) Products supplied by neoLab Migge GmbH are – unless expressly agreed otherwise in writing – intended exclusively for research and laboratory applications. They are not approved for use in or on humans or animals, in particular not as components of medical devices, pharmaceuticals, cosmetics, or food products.

(2) Any other use, especially in the context of pharmaceutical, medical, or food-related purposes, is entirely at the risk and responsibility of the Buyer/User. The Buyer is obliged to ensure independently that the product is suitable, qualified, and compliant with all relevant legal requirements (including MDR [EU 2017/745], AMG, GMP, REACH, CLP, Chemicals Act) for the intended purpose.

(3) neoLab Migge GmbH assumes no liability for damages resulting from use deviating from the intended laboratory application. This applies in particular to indirect damages, consequential damages, or lost profits.

(4) Statutory product liability under the German Product Liability Act (ProdHaftG) remains unaffected, insofar as it applies mandatorily.

4. Prices

(1) Prices are quoted net in euros and apply ex warehouse Heidelberg, plus statutory VAT. Packaging, freight, and any additional costs such as customs clearance for deliveries outside the EU or costs for certificates or supplier declarations shall be borne by the Purchaser.

(2) The prices stated in the order confirmation are binding. However, we are entitled to adjust them accordingly if production-related price increases of more than 5% occur before delivery, regardless of the prices stated in the offer or order confirmation.

(3) If our list prices form the basis of the agreed prices and delivery is to take place more than four months after conclusion of the contract, our list prices valid at the time of delivery shall apply, less any agreed percentage or fixed discount.

(4) The calculation of packaging and delivery costs is made individually and, if applicable, on the basis of the non-binding order request. If the order is suitable for parcel shipment, the following rules apply:

1. Within Germany, we charge a flat shipping fee for packaging and delivery of orders as follows (exceptions in c. to e.):
1. For net order values under EUR 50, a small order surcharge of EUR 10 applies.
2. For net order values up to EUR 150, a shipping fee of EUR 15 applies.
3. For orders above EUR 150, no further shipping costs are charged for laboratory consumables.
4. For dangerous goods shipments, a flat fee of EUR 18 per shipment applies.
5. Shipments with wet or dry ice incur an additional fee of EUR 15 or EUR 30 respectively.
6. For chemical orders of the non-in-house brand “neoFroxx,” a shipping fee of EUR 17 per order applies, regardless of order value and in addition to other surcharges.
7. Shipping costs for deliveries of large equipment are calculated based on actual effort and, if possible, stated in our non-binding offer.
2. Shipping costs for orders outside Germany are calculated based on actual effort.

(5) We offer electronic invoices in compliance with data protection regulations. This requires a separate agreement.

5. Payment

(1) Invoices are issued on the day of delivery, or in the case of default of acceptance, on the day the goods are made available.

(2) Invoice amounts must be paid within 14 days of receipt of the invoice without any deduction, unless expressly agreed otherwise. Payment by check or bill of exchange is excluded unless agreed separately in individual cases. We are entitled, especially with new customers but also within ongoing business relationships, to deliver only against advance payment. We will declare such a reservation at the latest with the order confirmation. In case of advance payment, our bank details will be provided in the order confirmation, and the invoice amount must be transferred within 8 days.

(3) If the Buyer defaults on payment, the purchase price shall bear interest at the statutory default interest rate. We reserve the right to claim further damages for default. For merchants, our right to claim the commercial maturity interest (§ 353 HGB) remains unaffected.

(4) Offsetting with counterclaims of the Buyer or withholding payment due to such claims is only permissible if the counterclaims are undisputed or legally established. In case of defects in delivery, the Buyer’s counter rights remain unaffected.

(5) We are entitled to perform outstanding deliveries or services only against advance payment or security if, after conclusion of the contract, circumstances become known that are likely to significantly reduce the Buyer’s creditworthiness and jeopardize payment of our claims.

(6) Additionally, in our online shop:

1. If advance payment is not selected (see section 5 (2)), the Buyer may pay by direct debit, credit card, invoice, or PayPal.
2. In case of advance payment, section 5 (2) applies.
3. In case of payment by direct debit, the Buyer must bear any costs incurred due to chargebacks, regardless of whether caused by insufficient funds or incorrect account details provided by the Buyer.

6. Returns

(1) Sealed, unused goods in original packaging that are in regular demand may be returned within 10 days for credit, provided they are securely packed, sent carriage paid to us, and accompanied by our invoice and/or delivery note copy. Excluded are custom-made products, special orders, chemicals, non-standard items, items requiring special storage (e.g., below room temperature), or goods with an expiration date. Other exceptions to the voluntary return option may apply and will be indicated for such products.

(2) Returns are at the risk and expense of the Buyer. For packaging that is no longer sealed, we reserve the right to charge analysis costs. Shipping costs will not be refunded. Freight collect shipments cannot be accepted.

(3) The above provisions do not apply if the return is due to a defect in the delivery or our fault.

7. Retention of Title

The goods are delivered under retention of title in accordance with § 449 BGB with the following extensions:

1. The goods remain our property until full payment of all current and future claims.
2. The Buyer’s claim from the resale of reserved goods is hereby assigned to us, regardless of whether the goods are resold to one or multiple customers. The assigned claim secures only up to the value of the resold reserved goods.
3. The Buyer is entitled and authorized to resell the goods provided that the purchase price claim from the resale is transferred to us.
4. The Buyer remains authorized to collect the resale claim despite assignment. Our right to collect remains unaffected but we will not exercise it as long as the Buyer meets his payment obligations.
5. The Buyer is not permitted to pledge or assign our goods as security. He must notify us immediately of any third-party access.
6. In case of breach of contract by the Buyer, especially non-payment, we are entitled to withdraw from the contract and reclaim the goods. Reclaiming goods only constitutes withdrawal if expressly declared in writing.

8. Delivery Time

(1) Delivery dates and times are agreed individually or stated in our order confirmation. Delivery periods begin with order acceptance by sending the order confirmation.

(2) If shipment is agreed, delivery times refer to the handover to the carrier, freight forwarder, or other third party entrusted with transport. The delivery deadline is met if the goods have left our warehouse or readiness for dispatch has been notified.

(3) Compliance with delivery times requires timely receipt of documents to be provided by the Buyer and adherence to agreed payment terms and other obligations.

(4) If delivery becomes impossible or delayed due to force majeure or unforeseeable events (e.g., major disruptions, shortage of materials or energy, strikes, supplier delays) beyond our control, we are not liable. We are released from the delivery obligation for the duration of the hindrance plus a reasonable start-up time, without liability for damages.

(5) If such force majeure lasts more than four months and fulfillment of the contract is no longer of interest to the Buyer, he may withdraw from the contract.

(6) Partial deliveries are permissible if usable for the Buyer and the remainder will be delivered without undue delay, without unreasonable effort or cost for the Buyer.

(7) If timely delivery from our suppliers does not occur, we will inform the Buyer immediately and provide a new estimated delivery time. If delivery is still not possible, we are entitled to withdraw from the contract in whole or in part. Any advance payments will be refunded. This withdrawal right requires that we had a congruent covering transaction with the supplier.

(8) If we are in delay or performance becomes impossible, our liability is limited to damages under section 11 of these Delivery Terms.

9. Delivery, Place of Performance, Transport and Packaging Method, Transfer of Risk

(1) The scope of delivery is determined by the order confirmation. Delivery is ex warehouse, which is also the place of performance. Goods may be shipped to another location at the Buyer’s request and expense.

(2) Unless agreed otherwise, the type of shipment, choice of carrier, and packaging are at our discretion. We assume no liability for alternative shipping routes chosen by the Buyer.

(3) Risk passes to the Buyer once goods are handed over to the carrier or leave our warehouse for shipment. On request and at the Buyer’s expense, we will insure the goods against specified risks.

10. Buyer’s Rights in Case of Defects

(1) Buyer’s defect rights require compliance with inspection and notification duties (§§ 377, 381 HGB). The Buyer must inspect goods upon delivery and notify us in writing of visible defects (including incorrect or short delivery) within two weeks. Hidden defects must be reported immediately upon discovery. Notifications must describe defects precisely.

(2) In case of defects, we may choose to remedy by repair or replacement. We bear necessary expenses for rectification.

(3) We may require payment of the due purchase price before rectification, though the Buyer may withhold a reasonable portion relative to the defect.

(4) The Buyer must allow time and opportunity for rectification and provide defective goods for inspection. If a defect claim proves unfounded, the Buyer must reimburse costs unless non-defect was not apparent.

(5) Warranty period is one year from delivery, or from acceptance where required. This does not apply to claims for injury to life, body, health, or for intentional or grossly negligent breaches, which expire under statutory limitations.

(6) Warranty is void if the Buyer modifies goods without our consent and this makes rectification impossible or unreasonably difficult. The Buyer must bear resulting extra costs.

(7) Buyer’s claims for damages exist only as set out in section 11 and are otherwise excluded.

11. Other Liability, Damages

(1) Unless otherwise stated herein, we are liable under statutory provisions for contractual and non-contractual breaches.

(2) We are liable for damages – on any legal basis – in cases of intent and gross negligence. For simple negligence, we are liable only for damages resulting from injury to life, body, or health, and for breach of essential contractual duties (obligations enabling contract performance and regularly relied upon).

(3) In such cases, liability is limited to foreseeable, typical damages. Indirect or consequential damages are compensable only if typically expected when using the goods as intended.

(4) For non-defect breaches, the Buyer may withdraw or terminate only if we are responsible. A free right of termination is excluded. Otherwise, statutory conditions apply.

(5) We are not liable for simple negligence of our organs, legal representatives, employees, or agents unless an essential duty is breached.

(6) Exclusions and limitations do not apply for liability due to intent, fraud, gross negligence, guaranteed characteristics, injury to life, body, or health, or under product liability law.

(7) The Buyer must notify us immediately of accidents or incidents with delivered goods that result in personal injury or property damage.

12. Special Delivery Conditions for Laboratory Chemicals

Chemicals may only be returned with justified complaint, in original packaging with intact seal, and only after prior agreement. For opened packaging, we may charge analysis costs. Sales are exclusively to commercial customers.

13. Place of Jurisdiction

If the Purchaser is a merchant within the meaning of the German Commercial Code, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Heidelberg. However, we may also sue at the Buyer’s general place of jurisdiction. Mandatory statutory provisions, especially on exclusive jurisdictions, remain unaffected.

Cookies & Privacy:

This privacy policy sets out how this website (hereinafter "the Store") uses and protects any information that you provide to the Store when using this website. The Store is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this website, you can be assured that it will only be used in accordance with this privacy statement. The Store may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you agree with any changes.

Data Protection Officer

Holger Ridinger
Compliance Systems GmbH
Holunderweg 6-8
69221 Dossenheim
Germany
info@compliancesystems.de

What we collect

We may collect the following information:

• Name
• Contact information including email address
• Demographic information such as postcode, preferences and interests
• Other information relevant to customer surveys and/or offers

A full list of the cookies we collect can be found in the section List of cookies we collect.

Chatbot usage

When you use our chatbot in the online shop, the messages you enter are processed in order to answer your request.
In addition, chat histories may be viewed internally in anonymized form in order to improve our service.

What we do with the information we gather

We require this information to understand your needs and provide you with a better service, and in particular for the following reasons:

 

• Internal record keeping
• We may use the information to improve our products and services.
• We may periodically send promotional emails about new products, special offers or other information which we think you may find interesting using the email address you have provided.
• From time to time, we may also use your information to contact you for market research purposes. We may contact you by email, phone, fax or mail. We may use the information to customize the website according to your interests.

Security

We are committed to ensuring that your information is secure. In order to prevent unauthorized access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online.

How we use cookies

A cookie is a small file which asks permission to be placed on your computer's hard drive. Once you agree, the file is added and the cookie helps analyze web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences.

We use traffic log cookies to identify which pages are being used. This helps us analyze data about web page traffic and improve our website in order to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system.

Overall, cookies help us provide you with a better website by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us. You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.

Analytics and tracking tools used

On our website we use the following services to analyze and improve the use of the site. Processing is carried out on the basis of your consent under Art. 6 (1) (a) GDPR, which you can give via our cookie consent manager and withdraw at any time:

• Microsoft Clarity (Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399, USA): Analysis of mouse movements, clicks and scrolling behavior, creation of heatmaps and session replays. More information: Microsoft Privacy.
• Google Tag Manager (Google Ireland Limited, Gordon House, Barrow Street, Dublin 4, Ireland): Management of website tags, no own analysis, but triggers third-party tags. Info: Tag Manager Policy.
• Google Analytics (GA4) (Google Ireland Limited, Gordon House, Barrow Street, Dublin 4, Ireland): Web analytics with IP anonymization; cookies such as _ga, _gid are used to distinguish users. More info: Google Privacy Policy.

For all of the above services, data may be transferred to the USA. Both Microsoft and Google are certified under the EU-U.S. Data Privacy Framework and thus ensure an adequate level of data protection pursuant to Art. 45 GDPR.

Links to other websites

Our website may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.

Controlling your personal information

You may choose to restrict the collection or use of your personal information in the following ways:

• Whenever you are asked to fill in a form on the website, look for the box that you can click to indicate that you do not want the information to be used by anybody