This English version of the General Terms and Conditions is provided for convenience only. In the event of discrepancies or inconsistencies, the German version shall prevail.

1. Scope of Application

1.1 These General Terms and Conditions (“GTC”) shall apply to all offers, deliveries and services provided by OPST GmbH (hereinafter referred to as the “Supplier”) to entrepreneurs within the meaning of Section 14 German Civil Code (BGB), legal entities under public law or special funds under public law (hereinafter referred to as the “Customer”).

1.2 The Supplier does not enter into contracts with consumers within the meaning of Section 13 BGB.

1.3 These GTC shall apply in particular to:

• the sale of new, used and refurbished laboratory equipment,
• spare parts, accessories, software and reagents,
• maintenance, repair, installation and support services,
• consulting, qualification and other technical services.

1.4 Conflicting or deviating terms and conditions of the Customer shall not apply unless expressly accepted by the Supplier in writing.

1.5 Individual agreements, quotations, order confirmations and agreed Incoterms® 2020 shall prevail over these GTC in the event of inconsistencies.

2. Offers and Contract Formation

2.1 All offers made by the Supplier are non-binding and subject to change unless expressly designated as binding.

2.2 A contract shall only become effective upon written order confirmation by the Supplier or upon execution of delivery or performance.

2.3 The Supplier reserves the right to make technical modifications, design changes, model changes or specification adjustments, provided such changes are reasonable for the Customer and do not materially impair the intended contractual use.

2.4 Information contained in catalogues, product descriptions, technical documentation, marketing materials or other public statements is provided for general informational purposes only and shall not constitute a guarantee or agreed product specification unless expressly confirmed in writing.

2.5 The Supplier reserves the right to reject or refuse orders where export control regulations, sanctions laws or other applicable legal provisions would prohibit performance.

3. Prices and Payment Terms

3.1 All prices are quoted net, excluding applicable statutory VAT and excluding shipping, packaging, transportation, insurance, customs duties or other ancillary costs unless otherwise agreed.

3.2 Unless otherwise agreed in writing, invoices are due for payment immediately and without deduction.

3.3 The Supplier shall be entitled to request advance payments, down payments or partial payments.

3.4 Deliveries and services may be withheld until full payment has been received unless otherwise agreed in writing.

3.5 The Customer may only offset claims or exercise rights of retention if its counterclaims are undisputed or have been finally adjudicated.

3.6 The Supplier shall be entitled to make partial deliveries and issue partial invoices where reasonable for the Customer.

3.7 In the event of delayed payment, the Supplier shall be entitled to charge statutory default interest.

4. Delivery, Transfer of Risk and Retention of Title

4.1 Delivery terms and Incoterms® 2020 shall be agreed individually. Agreed Incoterms® 2020 shall prevail over these GTC.

4.2 Delivery dates and delivery periods are non-binding unless expressly confirmed as binding in writing.

4.3 The Supplier shall be entitled to make partial deliveries where reasonable for the Customer.

4.4 The Supplier shall not be liable for delays caused by force majeure or other unforeseeable events beyond the Supplier’s reasonable control, including but not limited to governmental actions, export control restrictions, sanctions, customs delays, transportation disruptions, shortages of materials or failures of upstream suppliers.

4.5 Unless otherwise agreed through Incoterms® or separate delivery terms, the risk of accidental loss or deterioration of the goods shall pass to the Customer upon handover to the carrier, freight forwarder or other third party designated for shipment.

4.6 The Customer shall be solely responsible for compliance with all import regulations, import permits, customs formalities and other legal requirements applicable in the country of destination unless otherwise agreed in writing.

4.7 Information regarding export classifications, customs tariff numbers, ECCN, EAR or other trade compliance classifications is provided to the best of the Supplier’s knowledge but without warranty.

4.8 The delivered goods shall remain the property of the Supplier until full payment of all claims arising from the business relationship has been received (retention of title).

5. Condition of Goods / Refurbished Equipment

5.1 The Supplier distributes new, used and refurbished laboratory equipment and components.

5.2 Factory-sealed new equipment may be delivered unopened and untested unless otherwise expressly agreed in writing.

5.3 Used or refurbished equipment may show minor cosmetic wear consistent with age and prior use. Such cosmetic wear shall not constitute a defect unless the functionality of the equipment is materially impaired.

5.4 Refurbished equipment is technically inspected prior to delivery at the Supplier’s discretion. Such inspection may include cleaning, visual inspection, functional testing, leak testing and replacement of typical wear parts.

5.5 Unless expressly agreed in writing, the Supplier does not warrant or confirm:

• GMP, GLP or other regulatory compliance,
• suitability for specific production or analytical processes,
• validations or qualifications,
• long-term spare parts availability,
• compatibility with Customer-specific systems or software environments,
• or suitability for a specific intended purpose.

5.6 Public statements, product descriptions, technical information or marketing materials shall not constitute a guarantee or agreed specification unless expressly confirmed in writing.

6. Software and Data

6.1 Any software supplied shall be subject exclusively to the applicable license and usage terms of the respective manufacturer.

6.2 The Supplier does not owe the transfer, procurement or legal verification of separate software licenses unless expressly agreed in writing.

6.3 To the extent technically possible and reasonable, existing customer data will be removed prior to resale of used systems. However, complete forensic-grade data deletion is not owed.

6.4 The Customer remains solely responsible for securing its own data and for verifying compatibility with existing IT or software environments.

7. Service, Maintenance and Qualification Services

7.1 Service, maintenance, installation, support, qualification, FAT, SAT, IQ or OQ services shall only be provided if expressly agreed in writing.

7.2 Scope, content, duration, response times and compensation for maintenance or service agreements shall be governed exclusively by the respective individual agreement.

7.3 Unless expressly agreed otherwise in writing, the Supplier does not guarantee:

• fixed response times,
• guaranteed restoration times,
• permanent spare parts availability,
• regulatory approval,
• GMP compliance,
• or production release.

7.4 Travel, accommodation, shipping, transportation and other ancillary expenses shall be charged separately unless otherwise agreed in writing.

7.5 The Supplier shall be entitled to engage subcontractors for the performance of services.

8. Warranty and Limited Parts Warranty

8.1 The Customer shall inspect delivered goods immediately upon receipt and notify the Supplier in writing without undue delay of any apparent defects. Hidden defects shall be reported immediately upon discovery.

8.2 For used or refurbished equipment, the limitation period for statutory warranty claims shall be twelve (12) months from transfer of risk.

8.3 Warranty claims shall not apply in particular to:

• normal wear and tear,
• cosmetic wear consistent with prior use,
• damage caused by improper use,
• unsuitable operating conditions,
• unauthorized modifications or repairs,
• incorrect installation by the Customer or third parties,
• consumables and wear parts.

8.4 A limited parts warranty shall only apply where expressly agreed in writing.

8.5 The limited parts warranty is limited exclusively to replacement delivery for parts acknowledged by the Supplier as defective within the agreed warranty period.

8.6 Additional services including labor, on-site service, travel expenses, shipping costs, remote support, production downtime, data loss or consequential damages are not included in the limited parts warranty unless expressly agreed in writing.

8.7 Unless expressly designated in writing as a guarantee, the Supplier does not provide any guarantees regarding condition, durability or functionality.

9. Customer Cooperation Obligations

9.1 The Customer shall provide in a timely manner all information, documentation, technical specifications, permits and other cooperation required for the proper performance of the Supplier’s obligations.

9.2 In particular, the Customer shall provide all information and documentation required for export, import, customs clearance, installation, qualification or commissioning activities.

9.3 Delays, additional costs or damages resulting from incomplete, incorrect or delayed cooperation by the Customer shall not be the responsibility of the Supplier.

9.4 Unless otherwise expressly agreed in writing, the Customer shall remain solely responsible for:

• proper installation conditions,
• operating environment,
• utilities and media supply,
• data backup,
• and compliance with applicable safety, operational and regulatory requirements at the place of use.

10. Export Control and Compliance

10.1 All deliveries and services are subject to applicable national and international export control laws, foreign trade regulations, embargoes and sanctions regulations.

10.2 The Supplier shall be entitled to refuse, suspend or terminate deliveries or services where export control laws, sanctions regulations or other legal requirements would prohibit or restrict performance.

10.3 The Customer undertakes to comply with all applicable export, re-export, import, sanctions and foreign trade regulations.

10.4 The Customer shall not directly or indirectly sell, export, re-export, transfer or use the delivered goods in violation of applicable export control or sanctions regulations.

10.5 Where required, the Customer shall provide end-user certificates, end-use statements or other trade compliance documentation without undue delay upon request.

10.6 The Supplier shall not be liable for delays caused by export control reviews, governmental approvals, customs procedures or other trade compliance requirements.

11. Liability

11.1 The Supplier shall be liable without limitation:

• in cases of intent or gross negligence,
• for culpable injury to life, body or health,
• under the German Product Liability Act,
• and to the extent of any expressly agreed written guarantees.

11.2 In cases of ordinary negligence, the Supplier shall only be liable for breach of essential contractual obligations. In such cases, liability shall be limited to foreseeable damages typical for the contract.

11.3 Essential contractual obligations are obligations whose fulfillment is necessary for the proper execution of the contract and on whose compliance the Customer may regularly rely.

11.4 To the extent permitted by law, the Supplier shall not be liable for:

• production downtime,
• operational interruptions,
• loss of profit,
• loss of data,
• indirect damages,
• consequential damages,
• loss of products or batches,
• or damages arising from missing regulatory approvals or validations.

11.5 The Supplier shall not be liable for damages resulting from:

• improper use,
• incorrect installation by the Customer or third parties,
• unsuitable operating conditions,
• insufficient maintenance,
• unauthorized modifications or repairs,
• or the use of unsuitable consumables or media.

11.6 The above limitations of liability shall also apply in favor of the Supplier’s legal representatives, employees, subcontractors and other agents.

12. Confidentiality and Data Protection

12.1 Both parties undertake to treat all confidential information obtained in connection with the business relationship as strictly confidential and to use such information solely for the purpose of performing the respective contractual relationship.

12.2 Confidential information may only be disclosed to employees or third parties who require such information for contract performance and who are subject to appropriate confidentiality obligations.

12.3 The confidentiality obligations shall not apply to information:

• that is publicly available or becomes publicly available without breach of confidentiality obligations,
• that was lawfully known to the receiving party prior to disclosure,
• or that must be disclosed due to legal obligations or governmental orders.

12.4 The Supplier shall process personal data exclusively in accordance with applicable data protection laws.

13. Force Majeure

13.1 The Supplier shall not be liable for impossibility or delay of deliveries or services where caused by force majeure or other unforeseeable events beyond the Supplier’s reasonable control.

13.2 Force majeure events include in particular:

• natural disasters,
• war, terrorism or armed conflicts,
• pandemics or epidemics,
• strikes or lawful lockouts,
• governmental actions,
• export control restrictions or sanctions,
• customs delays,
• transportation or supply chain disruptions,
• shortages of energy or raw materials,
• cyberattacks,
• IT or telecommunications failures,
• and failures or delays of upstream suppliers.

13.3 The Supplier shall inform the Customer of the beginning and end of such events where reasonably possible.

13.4 If a force majeure event continues for more than three (3) months, either party shall be entitled to withdraw from the affected part of the contract.

14. Final Provisions

14.1 These GTC and all contractual relationships between the parties shall be governed by the laws of the Federal Republic of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.2 If the Customer is a merchant, legal entity under public law or special fund under public law, or if the Customer has no general place of jurisdiction in Germany, the place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be the registered seat of the Supplier.

14.3 The Supplier shall furthermore be entitled to bring legal action at the Customer’s general place of jurisdiction.

14.4 Should any provision of these GTC be or become invalid, unenforceable or void in whole or in part, the validity of the remaining provisions shall remain unaffected.

14.5 Amendments or supplements to contracts and ancillary agreements shall require written form unless stricter statutory form requirements apply.

14.6 These GTC shall also apply to future business relationships with the Customer without requiring renewed express inclusion.

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