General Terms and Conditions of Order of BioChem agrar Labor für biologische und chemische Analytik GmbH
1. Scope of Application
The following terms and conditions apply to all business transactions between BioChem agrar Labor für biologische und chemische Analytik GmbH, Kupferstraße 6, 04827 Machern/Gerichshain - hereinafter referred to as BioChem - and the customer, even if they are not specified in later agreements. By placing the order, the customer acknowledges these conditions as legally binding. The general terms and conditions for orders of the customer are hereby rejected in their entirety, unless their applicability is agreed separately in writing. These general terms and conditions for orders also apply if BioChem performs a service for the customer without reservation while aware of any conflicting, additional or deviating conditions.
Any agreements in addition to or deviating from these general terms and conditions for orders between BioChem and the customer for performance of a contract shall be set out in writing in the contract. The same shall apply to a cancellation of this written form requirement.
Rights to which BioChem is entitled under statutory regulations or under other agreements beyond these general terms and conditions for orders shall remain unaffected.
2. Establishment, scope and execution of the order
All BioChem offers are non-binding, unless agreed otherwise. Details regarding the services and other service descriptions in information material and documents pertaining to the quote do not constitute a binding agreement or guarantee, unless they are expressly designated as binding. BioChem reserves all property, copyright, protection and other rights to all documents forming the offer. Such documents may not be made available to third parties.
Generally, the customer places an order in writing. For orders not placed in writing, the customer bears the risk of transmission. The contract is concluded once BioChem issues a written order confirmation. Verbal declarations, confirmations or commitments on the part of BioChem employees must be confirmed in writing in order to be effective. BioChem has the right to determine the method and the type of investigation or test at its own discretion, unless otherwise agreed in writing or text form. Amendments or supplements to any order placed must be requested in writing and are only considered agreed if they have been confirmed by BioChem in writing. If BioChem is unable to fulfil the order through no fault of BioChem, BioChem may cancel all or part of the order placed by the customer. In this case, the customer shall be informed immediately.
If the customer applies for insolvency or similar proceedings to be opened in respect to customer’s own assets, or if a substantiated application by a third party to open insolvency or similar proceedings in respect to the customer's assets is rejected due to a lack of assets, BioChem has the right to cancel part or all of the contract.
3. Obligations of the Principal
The customer fully supports BioChem in its activities to the best of customer’s ability. In particular, the customer shall immediately provide BioChem with all necessary documents and information that are required and expedient for providing the service. The nature and scope of the customer's other duties of cooperation are specified in the quotation or order.
If BioChem and the customer agreed deadlines, these will only commence once the customer has provided BioChem with all the necessary documentation and established all the necessary prerequisites (e.g. permits, test items, reference substances). Where reasonable, the customer shall grant BioChem a reasonable grace period for completing the order, even if BioChem does not comply with agreed deadlines for reasons BioChem is responsible for.
4. Prices
The price stated in writing in the offer or in the order confirmation always applies. The respective list of services as amended shall be the basis for the pricing of standard services, in particular examinations or tests. The prices listed therein are base prices for such services. BioChem calculates surcharges and discounts depending on the individual case. For all other services not covered by the service specifications, the price is agreed on a project-specific basis. On request, BioChem shall prepare project-specific written offers. The price is in euro plus statutory value added tax. Prices communicated by phone are not binding.
5. Delivery and payment terms
The customer ships samples from within the EU, including from within Germany, subject to INCOTERMS 2020 DPU 04827 Machern, receipt of the samples on BioChem’s business premises. The customer ships samples from outside the EU subject to INCOTERMS 2020 DDP 04827 Machern, receipt of the samples on BioChem’s business premises; the customer is therefore also obliged to cover the unloading of samples from the means of transport, in deviation from INCOTERMS 2020 DDP.
Unless agreed otherwise, the net amount of all invoices shall be due once the invoice is received and amounts shall be transferred to the account specified on the invoice. Depending on the order volume, BioChem reserves the right to invoice a partial amount as an advance payment after the order has been placed or after the test plan has been returned or after certain test phases have been reached.
6. Liability
The cover of the existing liability insurance is EUR 6,000,000 for personal injury and property damage (maximum EUR 6,000,000 per individual), as well as EUR 100,000 for financial damage. The customer expressly takes note of this. BioChem shall be liable without limitation for any damage resulting from violation of a guarantee or from injury to life, limb or health. The same applies to intentional misconduct and gross negligence. BioChem shall only be liable for minor negligence if essential obligations arising from the nature of the contract and which are of particular importance for achieving the purpose of the contract are violated (cardinal obligations). In the event of such obligation being violated or in case of delay and impossibility, BioChem's liability shall be limited to only such damage the occurrence of which is typically to be expected within the framework of the agreement.
Insofar as BioChem's liability is excluded or limited, this also applies to the personal liability of BioChem's staff, employees, personnel, representatives and vicarious agents.
7. Applicability of the work result/copyright
The results of the services carried out in accordance with the contract shall only apply to the test sample(s) submitted and used in accordance with the contract. No further statements based on the results are permissible.
Any and all data BioChem uses for providing the services or makes available is and remains the property of BioChem. BioChem reserves any and all rights, without restrictions, to method developments and validation processes. Any and all results of services, in particular the test results, expert opinions, advice and information produced by BioChem within the scope of the order are and remain the property of BioChem. BioChem therefore reserves any and all rights hereto, without restriction. BioChem grants the customer a simple right of use, unlimited in regard to time and location, which may not be transferred or sublicensed, for all known types of use of the results of the services provided. The reproduction and publication of test results, expert opinions, advice, and information for a purpose other than the contract requires the written permission of BioChem.
8. Confidentiality
The parties are mutually obligated to treat any information that becomes available to them and is designated as confidential or is in other ways recognisable as a business secret as confidential for a period of five years beginning with the disclosure of the confidential information and, unless this is required for the business relationship, to neither record nor pass on nor use it.
The obligation to treat information as confidential does not apply if
a) the receiving party demonstrably already had access to the information before the business relationship was established or if the information was generally known or generally accessible before the business relationship was established; or
b) the information becomes generally known or accessible through no fault of the receiving party; or
c) the receiving party is required, by law, by an administrative or other legal act or judicial decision, to disclose the confidential information; in that case, the party asked to disclose the information shall immediately notify the party whose confidential information is concerned of the request in writing; any disclosure shall be limited to the relevant judicial or administrative proceedings.
The burden of proof lies with the receiving party.
The parties will ensure through appropriate contractual arrangements with their employees and agents that these also refrain from any own use, reproduction or unauthorised recording of such business secrets for a duration of five years, beginning upon disclosure of the confidential information.
In particular, BioChem undertakes to make all results produced in relation with the order available to the customer and to not publish or disclose these to third parties without the permission of the customer. The customer may at no time whatsoever disclose method developments and validation processes to third parties without the written permission of BioChem.
9. Claims for defect and limitation period
The customer shall be obliged to accept the work result within twelve days of it being announced or to object to it in writing in the event of evident serious defects. In the event of such defects in the examinations, tests or other services provided (advice, information), the customer shall be entitled to subsequent performance. If any subsequent performance is unsuccessful twice, the customer has the right to reduce the remuneration or to withdraw from the agreement. The customer has no right of withdrawal if the customer is unable to return the received service and if this is not due to a return being impossible due to the nature of the received service or if the contractor is responsible for any such impossibility.
The customer must assert the right to have defects addressed (rectification) immediately and in writing.
Any claims for rectification of defects shall lapse after one year, starting on the day after BioChem released the work result. BioChem may correct obvious inaccuracies in the work result, such as typographical errors or formal defects, at any time.
10. Storing samples and documents
Unless agreed otherwise in writing, residual material of the samples submitted for testing shall be kept for a period of up to two weeks after testing, insofar as permissible by the nature of the sample. Documents are stored in accordance with the applicable testing regulations (e.g. GMP, GLP) and disposed of or destroyed at the expense of the customer, according to the professional discretion of BioChem, at the end of the storage period. If a return of residual material or documents is desired, this must be communicated in writing when concluding the contract. Costs for returns are payable by the customer.
If it is planned to store samples or to take reference samples in line with testing regulations, the stored sample or the reference sample is disposed of or destroyed at the expense of the customer, according to the professional discretion of BioChem, at the end of the storage period. Sentences 3 and 4 of this paragraph 10 shall apply accordingly.
11. Applicable law, place of fulfilment and jurisdiction
The legal relationship between BioChem and the customer is governed exclusively by German law. The place of fulfilment for all services of the customer and BioChem is Machern/Gerichshain. The exclusive place of jurisdiction for all disputes arising from the business relationship between BioChem and the customer is Leipzig. BioChem is also entitled to bring action before a competent court at the customer's registered office and any other permissible place of jurisdiction.
12. Final Provisions
Counterclaims of the customers can only be offset if they are confirmed by a court or are undisputed. The customer can only assert a right of retention if the customer’s counterclaim is based on the same contractual relationship. The customer's rights regarding defects remain unaffected.
Should any provision of these general terms and conditions for orders, either in part or as a whole, be or become void or unenforceable or should a gap in these general terms and conditions for orders become apparent, this shall not affect the effectiveness of the remaining provisions. The void or unenforceable provision shall be replaced by that valid or enforceable provision that comes closest to the purpose of the void or unenforceable provision. In the event of a gap, the provision that corresponds to what would have been agreed according to the purpose of these general terms and conditions for orders if the parties to the contract would have considered the matter from the outset shall be deemed to have been agreed.
Stand: 01.09.2026
