General Terms and Conditions of Delivery

1. Important information
1.1 These terms and conditions of delivery apply exclusively to all deliveries made by SHP Scientifique SAS, hereinafter referred to as SHP. In the absence of any provision in these terms and conditions, the law shall apply. Any general terms and conditions of the customer that differ from these terms and conditions of delivery or from statutory provisions are expressly rejected. They shall not be deemed accepted even if a contract is performed, in particular for the delivery of goods by SHP.
1.2 Written order confirmation may take the form of an invoice accompanying the goods. 1.3 SHP does not verify the accuracy of the details or specifications provided by the customer in the quotation or order confirmation. 1.4 Unless SHP is informed in writing that the customer wishes to order a specific version of a product, the improved version resulting from technical development shall be supplied. 1.5 Unless otherwise specified in writing by SHP, deliveries shall be made within the tolerances permitted by the technical standards in force in the Federal Republic of Germany, in particular DIN, VDE, etc.

2. Deliveries – Delivery Time
2.1 Unless otherwise agreed in writing, deliveries shall be made “Ex Works” in accordance with Incoterms 2020.
2.2 Only the delivery time specified by SHP in the order confirmation shall be binding.
2.3 The commencement of the delivery period is subject to all necessary documents, materials and information, as well as all authorisations or licences required for the performance of the contract, being provided in good time and in the agreed form and/or quality.
2.4 Events of force majeure, strikes, civil unrest, administrative measures and other circumstances beyond SHP’s control shall release SHP from its delivery obligations for the duration of the disruption and to the extent of their effect. This shall apply even if such events occur whilst SHP is already in default.

3. Delay
If the delay is solely due to slight negligence on the part of SHP, its legal representatives or its vicarious agents, and the customer is a trader, compensation for damage resulting from the delay is excluded.

4. Transfer of risk – Dispatch
4.1 If the customer collects the product made available, the risk of accidental loss or damage passes to the customer as soon as they receive notification that they may collect it.
4.2 Upon dispatch, the risk (4.1) passes to the customer as soon as SHP hands over the product to the person designated to carry out the dispatch. If delivery is delayed for reasons attributable to the customer, the risk passes to the customer as soon as notice of readiness for delivery is received.
4.3 If SHP selects the mode of transport, the transport route or the person responsible for the shipment, it shall only be liable for errors in that selection.
4.4 Unless otherwise agreed in writing, the customer is responsible for insuring the goods at their own expense. SHP shall not act either on its own behalf or on behalf of the customer.

5. Receipt of goods – Obligations regarding complaints
5.1 Each delivery must be checked upon receipt or collection of the goods for defects, damage and completeness. Complaints must be submitted to SHP immediately in writing.
5.2 If the customer is a trader, a written claim must be made to the carrier and, following immediate consultation with SHP, a loss adjuster may be commissioned to issue a damage certificate.

6. Warranty
SHP provides a warranty for product defects for a period of 12 months from the date of acceptance, by way of repair or replacement. The customer is not entitled to remedy a defect themselves and claim reimbursement of the costs incurred. If repair or replacement by SHP fails, the customer may assert their other statutory warranty rights.

7. Compensation
SHP shall pay compensation in accordance with applicable legislation in the event of wilful breach or gross negligence of obligations during contract negotiations, the performance of contractual services, or the breach of safety, care and ancillary obligations.
In the event of a concrete threat to the contractual objective or the customer’s life, SHP shall be liable even in cases of slight negligence for damages that are foreseeable, up to the extent that could reasonably have been foreseen. Damages arising from operational disruptions or machine breakdowns at the customer’s premises, as well as any loss of earnings, shall not be compensated in cases of slight negligence. Penalties which the customer is required to pay to third parties shall under no circumstances be compensated.
SHP shall also be liable to the extent set out above for its legal representatives or vicarious agents. The above liability provision is exhaustive.
No further claims for compensation may be made against SHP. This also applies to SHP’s tortious liability. However, claims under the Product Liability Act of 15 December 1989 remain unaffected.

8. Prices
8.1 Prices are “Ex Works” in accordance with Incoterms 2020. VAT is charged in addition at the applicable rate.
8.2 Prices do not include taxes, fees, levies or other charges, nor ancillary costs such as packaging, insurance, transport, handling charges, installation, commissioning, etc.

9. Payments
9.1 Payments are due immediately and without any deduction upon receipt of the invoice. Any discount or rebate requires prior written agreement.
9.2 Payments must be made by bank transfer at no cost to the beneficiary to SHP. Cheques or promissory notes are accepted solely as payment. The acceptance of promissory notes requires prior written agreement and does not constitute an extension of the payment deadline, unless explicitly stated otherwise.

10. Retention of title
10.1 SHP retains title to the delivered goods until the customer has settled in full SHP’s claims arising from previously concluded contracts. This includes claims for payment by cheque and bill of exchange, as well as claims arising from outstanding invoices or current accounts. If SHP incurs a contingent liability in connection with the payment, this retention of title shall not cease until any claim against SHP under the bill of exchange is precluded.
10.2 Prior to full settlement of SHP’s claims referred to above, the customer may use the goods delivered in the course of its ordinary business, unless a prohibition on assignment has been agreed with third parties in respect of the claims assigned in advance to SHP in accordance with 10.3. Any pledging or transfer for security purposes requires SHP’s prior written consent if such rights are affected.
10.3 To further secure SHP’s claims referred to in 10.1, the customer hereby assigns to SHP its claims, including those arising from outstanding invoices or current accounts, resulting from the resale of the goods, whether modified or not, against its contractual partners or third parties. SHP accepts this assignment. The assignment is made in respect of the invoice amount, including VAT, of the products covered by the relevant sale.
10.4 The customer may collect the claims assigned in advance in accordance with 10.3 in the course of its ordinary business. This authorisation to collect also entitles the customer to arrange for the receivables to be debited from their bank account, provided that they have previously agreed with the bank that the payments are not subject to the bank’s right of retention and that they can fulfil their obligation to remit the proceeds to SHP at any time. If the customer falls behind in settling their obligations to SHP, this authorisation to collect shall also lapse. Upon expiry of this authorisation, SHP is entitled to disclose the assignments and to require the customer to provide all information and documents necessary for their implementation.
10.5 As long as the delivered goods remain the property of SHP (10.1), their transformation or processing, resulting in the creation of a new movable asset, shall also take place on SHP’s instructions, without SHP being bound in any way. SHP acquires a share of co-ownership in the new item. The value of this share of co-ownership is determined by the value of the reserved goods incorporated into the new item, as well as the goods contributed by the customer or third parties at the time of their incorporation. Any increase in value resulting from the transformation shall not be affected; it shall accrue to the customer. The customer’s right of pre-emption over the goods subject to retention of title shall continue to apply to SHP’s co-ownership share. The customer is authorised to dispose of this co-ownership share in accordance with the provisions set out above.
10.6 If the realisable value of the security interests held by SHP on the basis of this retention of title or in combination with other security interests exceeds SHP’s secured claims by more than 10 per cent, SHP is obliged to release security interests at its discretion, if the customer so requests.

11. Right of pledge
11.1 The customer and SHP agree that SHP shall have a right of pledge over the customer’s assets which are transferred to SHP in the course of the performance of the contract, in respect of SHP’s existing or future claims arising from the same legal relationship with the customer. This also applies to any right of pre-emption held by the customer in respect of the acquisition of ownership.
11.2 The customer and SHP further agree that SHP shall have a security interest in the customer’s claims against SHP arising from previously concluded and future contracts, to secure SHP’s claims against the customer arising from this contract.
11.3 Notice of sale, including the notice period, may be sent to the client’s last known address if no new address is available according to the residents’ registration office. SHP may realise the pledged asset by private sale and charge the client for the costs of realisation.
11.4 If the realisable value of the existing security provided to SHP on the basis of this right of pledge or in combination with other security exceeds the secured claims by more than 10 per cent, SHP is obliged to release the security at its discretion, if the customer so requests.

12. Set-off – Right of retention
12.1 The customer may only set off claims that are undisputed or have been finally established.
12.2 Rights of retention under Section 273 of the German Civil Code (BGB) and Sections 369 et seq. of the German Commercial Code (HGB) shall only be granted to the client to the extent that the claim giving rise to such a right of retention is based on the same legal relationship as SHP’s claim. This restriction does not apply if the client’s claims are undisputed or have been finally established. The client has no right of set-off under Section 371 of the German Commercial Code (HGB).

13. Competent courts
13.1 If the customer is a trader or does not have a general place of residence in Germany, Magdeburg is agreed as the competent court, including for actions for payment by cheque and bill of exchange.
13.2 However, SHP is entitled to seek legal redress before any other court with jurisdiction under the law of the Federal Republic of Germany or of the state in which the customer has its registered office.

14. Miscellaneous
14.1 The place of performance for the customer’s payments is SHP’s registered office.
14.2 Should one or more provisions of these General Terms and Conditions be wholly or partially invalid or become invalid, this shall not affect the validity of the remaining provisions.
14.3 The applicable law is that of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 and German conflict-of-laws rules. Any reference to another legal system shall have no effect.