General Terms and Conditions (GTC) for the Delivery of Goods
Fassisi, Gesellschaft für Veterinärdiagnostik und Umweltanalysen mbH,
Göttingen, Germany · As of June 2026
§ 1 Scope, Governing Law, Definitions
(1) These General Terms and Conditions (hereinafter “GTC”) apply to all contracts for the delivery of goods by Fassisi, Gesellschaft für Veterinärdiagnostik und Umweltanalysen mbH, Marie-Curie-Straße 8, 37079 Göttingen (hereinafter “Fassisi”), to its contractual partners (hereinafter “Customer”). Separate terms and conditions apply to development, hardware (e.g., readers), software/cloud, and other services.
(2) These GTC apply exclusively. Fassisi does not recognize any terms and conditions of the Customer that conflict with or deviate from these GTC, unless Fassisi has expressly agreed to their validity in writing; this also applies if Fassisi makes a delivery without reservation while being aware of such terms and conditions. Individual agreements and terms and conditions of the Customer expressly accepted in the order confirmation remain unaffected (Section 305b of the German Civil Code (BGB)).
(3) These General Terms and Conditions apply exclusively to business customers (§ 14 BGB) who enter into the contract in the course of their commercial or self-employed professional activities, as well as to legal entities under public law and special funds under public law (§ 310 (1) BGB). They do not apply to consumers (Section 13 of the German Civil Code (BGB)). Fassisi is entitled to request appropriate proof of the customer’s status as a business entity.
(4) These General Terms and Conditions, in the version in effect at the time the contract is concluded, shall also apply to future transactions between Fassisi and the customer.
(5) The law of the Federal Republic of Germany applies, including the UN Convention on Contracts for the International Sale of Goods (United Nations Convention of April 11, 1980, on Contracts for the International Sale of Goods, CISG).
(6) To the extent that an Incoterms® clause specifying a location is agreed upon in the individual contract, it shall apply in the Incoterms® 2020 version; the individually agreed-upon clause shall take precedence over any conflicting provisions of these General Terms and Conditions.
§ 2 Offer, Offer Documents, Conclusion of Contract
(1) Offers made by Fassisi® are subject to change without notice, unless otherwise stated in the order confirmation. Illustrations, drawings, and weight and dimension specifications included in the offer are only approximate unless they are expressly designated as binding. Agreed-upon product specifications, approved samples, markings, instructions for use, and expressly promised performance characteristics remain binding.
(2) Fassisi® reserves ownership rights and copyrights to illustrations, drawings, calculations, and other documents. Documents not publicly known, in particular those designated as “confidential,” may not be made available to third parties; disclosure to employees, consultants, and government authorities is permitted on a need-to-know basis.
(3) If the order is to be classified as an offer within the meaning of § 145 of the German Civil Code (BGB), Fassisi may accept it within 14 business days; a longer acceptance period applies only if it is expressly specified in the offer for the specific project (e.g., custom-made products). Acceptance must be in writing (order acceptance); delivery within the acceptance period replaces a separate confirmation.
(4) Upon expiration of the acceptance period, the order shall be deemed rejected. Claims arising from a culpable breach of pre-contractual obligations remain unaffected.
(5) Individual agreements remain unaffected regardless of their form (Section 305b of the German Civil Code (BGB)). In the absence of a specific agreement, statements, recommendations, or information constitute a warranty (§ 443 BGB) only if Fassisi has expressly designated them as such.
§ 3 Prices
(1) Fassisi’s prices are in euros and are exclusive of the applicable statutory value-added tax.
(2) Unless otherwise specified in the order confirmation, prices are ex works (subject to any differently agreed Incoterms® clause) and do not include packaging, freight, cold chain/temperature control, import duties, postage, insurance, and costs for hazardous materials and export documentation; these will be invoiced separately.
§ 4 Terms of Payment
(1) Unless otherwise specified in the order confirmation, invoices are due without deduction 30 days after complete delivery or performance of the service and receipt of a valid invoice. The place of performance for payment is Fassisi®’s registered office.
(2) In the event of late payment, Fassisi is entitled to charge late-payment interest at a rate of nine percentage points above the base interest rate (§ 247 BGB) as well as a flat fee of 40 euros (§ 288 (2) and (5) BGB); the flat fee shall be offset against any damages owed, to the extent that such damages are attributable to the costs of legal action. Fassisi reserves the right to claim higher, proven damages resulting from the delay.
(3) If, after the conclusion of the contract, it becomes apparent that Fassisi’s claim for payment is at risk due to the customer’s inability to pay, Fassisi may withhold any outstanding services until the consideration has been provided or adequate security has been posted. If a reasonable period for providing security expires without result, Fassisi may withdraw from the affected contract in accordance with § 321 of the German Civil Code (BGB).
(4) The purchaser may set off claims only if they are undisputed, have been legally established, have been acknowledged by Fassisi, or are ready for adjudication, as well as claims arising from the same contractual relationship. The customer is entitled to rights of retention only with respect to claims arising from the same contractual relationship. § 320 BGB remains unaffected.
§ 5 Delivery Time, Delay in Delivery, Acceptance
(1) Fassisi is not obligated to perform if, despite the existence of a congruent hedging transaction at the time of contract conclusion, Fassisi is not supplied correctly or on time for reasons beyond its control, provided that Fassisi informs the purchaser without delay and reasonable efforts to procure a substitute have been unsuccessful. In the event of only temporary unavailability, the delivery period shall be extended accordingly; in the event of permanent unavailability, either party may withdraw from the contract with respect to the affected portion; payments already made shall be refunded immediately. In the case of import transactions, the delivery obligation is additionally subject to the timely receipt of the necessary regulatory documents and import permits.
(2) The delivery period specified in the order confirmation begins upon its dispatch, but not before the customer has fulfilled its obligations to cooperate (documents, permits, approvals, agreed letters of credit and guarantees, as well as receipt of an agreed down payment).
(3) The delivery period shall be extended appropriately to the extent and for as long as unforeseen events beyond Fassisi®’s control (force majeure; including those affecting suppliers) prevent performance. Mere cost increases or ordinary procurement risks do not, in and of themselves, constitute force majeure. The affected party shall immediately notify the other party of the occurrence and expected duration of such an event and shall take reasonable measures to mitigate damages. If the hindrance lasts longer than 90 days, either party may terminate the affected, unfulfilled portion of the contract.
(4) If Fassisi is in default with its performance, the customer is not entitled to rescind the contract until after it has unsuccessfully set Fassisi a reasonable grace period. The statutory cases in which setting a grace period is not required (in particular Sections 323(2) and 326(5) of the German Civil Code (BGB) and Section 376 of the German Commercial Code (HGB)) remain unaffected. If part of the delivery becomes impossible, the purchaser is entitled to rescind the entire contract only if it has a legitimate interest in doing so; otherwise, it may reduce the consideration. Claims for damages are governed by § 8.
(5) Subject to any deviating Incoterms® clause, the time of shipment ex works shall be decisive for compliance with delivery deadlines. If the goods cannot be shipped on time for reasons beyond Fassisi®’s control, the deadlines shall be deemed met upon notification that the goods are ready for shipment.
(6) If the purchaser fails to accept the goods on time for reasons beyond Fassisi’s control, Fassisi may, after the expiration of a reasonable grace period, demand compensation for the resulting damages, including additional expenses, provided that it was able and willing to perform, and may otherwise dispose of the subject matter of the contract. The purchaser is obligated to perform a separate acceptance only to the extent that this has been expressly agreed upon (e.g., factory acceptance test with test report).
§ 6 Transfer of Risk, Shipping
(1) The transfer of risk is governed primarily by the Incoterms® clause agreed upon in the individual contract. In the absence of such a clause, the risk of accidental loss and accidental deterioration passes to the purchaser no later than upon handover of the goods to the carrier; this also applies to partial deliveries. If, in exceptional cases, Fassisi is responsible for installation and acceptance, the risk passes upon acceptance.
(2) At the purchaser’s request, Fassisi shall insure the shipment against insurable transport risks at the purchaser’s expense.
(3) In the absence of a specific agreement, Fassisi shall select the route of transport, means of transport, freight forwarder, carrier, and packaging at its reasonable discretion and with the care customary in the trade; liability is governed by § 8.
(4) If transport becomes impossible or significantly impeded for reasons beyond Fassisi’s control, Fassisi may, with the purchaser’s consent or where objectively necessary and without causing unreasonable disadvantage, make the delivery by another route or to another location; the purchaser shall bear any reasonable additional costs.
(5) If shipment is delayed for reasons within the customer’s sphere of responsibility, the risk shall pass upon notification that the goods are ready for shipment. In such cases, Fassisi shall store the goods at the customer’s expense and risk.
(6) The purchaser is obligated to accept delivered items, even if they exhibit minor defects, without prejudice to the purchaser’s rights under Sections 7 and 8. Partial deliveries are permitted to the extent that they are reasonable for the purchaser.
§ 7 Inspection, Notice of Defects, Warranty
(1) To the extent that the contract constitutes a commercial transaction for both parties, the obligations regarding inspection and notification of defects set forth in § 377 of the German Commercial Code (HGB) shall apply. Inspection shall be conducted in accordance with the circumstances of ordinary business operations; for batches of the same type, this shall be based on a representative sample. Notices of defects must be sent immediately in writing, specifying the product, batch, delivery date, and nature of the defect, to Fassisi® (see address below) or to the contact address listed in the order confirmation or delivery note. If the purchaser is not a merchant, they must inspect the goods in an appropriate manner and report defects immediately in writing.
(2) If the purchaser fails to provide timely notice, the goods shall be deemed accepted to that extent (Section 377(2) and (3) of the German Commercial Code (HGB) or the corresponding contractual obligation).
(3) Claims for material defects and defects of title shall become time-barred, to the extent permitted by law, one year after delivery.
(4) The limitation period set forth in paragraph 3 does not apply to claims arising from injury to life, body, or health; in cases of intent or gross negligence on the part of Fassisi, its legal representatives, or vicarious agents; in cases of fraudulent misrepresentation; in the event of the assumption of a guarantee or a procurement risk, in the cases provided for in § 438(1)(2) of the German Civil Code (BGB), for recourse claims under §§ 445a, 445b, 478 of the German Civil Code (BGB), as well as for claims under the Product Liability Act or other mandatory law. In such cases, the statutory time limits apply. The provisions regarding suspension, interruption, and the recommencement of the statute of limitations remain unaffected.
(5) If a defect exists, the purchaser may demand subsequent performance in accordance with § 439 BGB. Fassisi may refuse the chosen method of subsequent performance under the conditions set forth in § 439(4) BGB. The statutory provisions regarding the costs of subsequent performance remain unaffected.
(6) If Fassisi fails to provide subsequent performance within a reasonable period, if subsequent performance fails, if it is impossible, or if it is wrongfully refused, the purchaser may rescind the contract or claim a price reduction in accordance with statutory provisions; in the case of only a minor defect, there is no right of rescission. The statutory cases in which setting a deadline is not required (§§ 440, 323(2) BGB) remain unaffected. Claims for damages are governed by § 8.
(7) In urgent cases where prior rectification cannot be awaited to prevent disproportionate damage or official measures, the purchaser may, after first notifying Fassisi, take the necessary measures itself or through third parties; only necessary, adequately documented costs are reimbursable in accordance with the statutory liability requirements.
(8) If a defect is discovered, the goods subject to complaint must, to the extent reasonable, be stored separately; the batch, storage conditions, and other evidence must be preserved. Upon consultation, Fassisi must be given the opportunity to inspect or take samples without delay. Utilization or disposal remains permissible to the extent that it is necessary for safety, regulatory, recall, or spoilage reasons; Fassisi must be informed in advance, if possible. The purchaser’s rights shall be impaired only to the extent that the purchaser’s culpable obstruction of evidence makes it materially impossible to examine the defect.
(9) For essential third-party products expressly identified prior to the conclusion of the contract, Fassisi may initially assign its claims against the supplier to the purchaser; Fassisi remains subsidiarily liable to the extent that the assigned claims do not exist, are unenforceable, or their enforcement would be unreasonable for the purchaser.
(10) The agreed-upon product specifications and the instructions for use approved by Fassisi® shall be decisive for the quality of the product. Fitness for any special purposes beyond these shall be warranted only if such purpose was expressly agreed upon prior to the conclusion of the contract or if Fassisi® has provided a guarantee to that effect.
(11) Fassisi is obligated to ensure compliance with those technical and regulatory requirements of the target market that were expressly specified in the individual contract and formed the basis of the cost estimate. Unless expressly agreed otherwise, the customer is responsible for local import permits, registrations, translations, distribution rights, advertising, and other requirements for subsequent marketing.
§ 8 Liability
(1) Fassisi shall be liable without limitation (a) in cases of willful misconduct or gross negligence on the part of Fassisi, its legal representatives, or vicarious agents, (b) in cases of culpable injury to life, limb, or health, (c) under the Product Liability Act and other mandatory liability laws, and (d) in cases of fraud, the assumption of a warranty, or an expressly assumed procurement risk.
(2) In the event of a breach of a material contractual obligation due to simple negligence, liability is limited to the damages typical of the contract and foreseeable at the time the contract was concluded. Essential contractual obligations are those whose fulfillment is essential for the proper performance of the contract and on whose compliance the purchaser may reasonably rely.
(3) In all other respects, liability for simple negligence is excluded.
(4) The statutory rules regarding the burden of proof remain unaffected. The foregoing liability provisions apply mutatis mutandis in favor of Fassisi®’s organs, legal representatives, and vicarious agents.
§ 9 Retention of Title
(1) Fassisi delivers subject to extended and expanded retention of title. Title to the delivered goods remains reserved until all payments arising from the business relationship have been received; this also applies to future and conditional claims. If claims are included in a running account, the retention of title secures the respective balance; upon its acknowledgment, it secures the resulting balance claim.
(2) If the customer processes the goods subject to retention of title, such processing is carried out on behalf of Fassisi as the manufacturer within the meaning of § 950 of the German Civil Code (BGB), without this imposing any obligations on Fassisi; this designation is made solely for the purpose of legal classification and does not determine any roles under regulatory or product liability law. In the event of processing, combination, mixing, or blending with goods not belonging to Fassisi (Sections 947, 948 of the German Civil Code (BGB)), Fassisi acquires co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods.
(3) If the customer sells the goods subject to retention of title in the ordinary course of business, the customer hereby assigns to Fassisi the resulting claims, including all ancillary rights; Fassisi accepts the assignment. If the goods are sold together with other goods not belonging to Fassisi®, the assignment shall apply pro rata in proportion to the invoice value of the goods subject to retention of title.
(4) Fassisi revocably authorizes the purchaser to collect the assigned claims in the ordinary course of business. Fassisi shall exercise its right of revocation only if the payment claim is jeopardized by the purchaser’s inability to pay. Upon request, the purchaser must identify the debtors, settle the assigned claims, and provide the documents necessary for collection.
(5) The buyer is not authorized to dispose of the goods subject to retention of title in any other way, in particular by pledging them or transferring ownership by way of security. In the event of seizures or other interventions by third parties, the purchaser must notify Fassisi® immediately in writing and provide the documents necessary for intervention.
(6) If the realizable value of the existing security exceeds the secured claims by more than 10%, Fassisi shall, upon the customer’s request, release security of its choice to the corresponding extent.
(7) The purchaser must handle the goods subject to retention of title with due care and insure them against loss and damage in a commercially reasonable manner, commensurate with their nature and value.
(8) In the event of a breach of contract by the purchaser, in particular in the event of default in payment, Fassisi shall be entitled, upon withdrawal from the contract, to take back the goods, and the purchaser shall be obligated to surrender them (Section 449(2) of the German Civil Code (BGB)). In all other respects, § 4 (3) in conjunction with § 321 BGB applies if the claim for payment is at risk.
(9) In the case of international transactions, the substantive validity of the retention of title is governed by the law of the country where the goods are located (Art. 43 EGBGB). The purchaser shall cooperate in taking the necessary measures for this purpose, in particular registrations.
§ 10 Data Protection
(1) Fassisi informs data subjects in accordance with Articles 13 and 14 of the GDPR when collecting their data. The currently valid privacy policy for business partners and their contacts is available on the Fassisi website (www.fassisi.de).
§ 11 Place of Performance, Jurisdiction
(1) The place of performance is Fassisi’s registered office, unless otherwise specified in the order confirmation.
(2) If the purchaser is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Göttingen; mandatory exclusive statutory places of jurisdiction remain unaffected.
(3) For customers with their registered office in a Member State of the European Union or a State party to the Lugano Convention, the exclusive place of jurisdiction is Göttingen. Fassisi is additionally entitled to bring an action against the purchaser in any court that has jurisdiction under Regulation (EU) No. 1215/2012 or the Lugano Convention. For customers based in third countries, jurisdiction or arbitration clauses to be agreed upon separately shall apply.
§ 12 Final Provisions
(1) Amendments and additions to this contract shall be documented in writing for evidentiary purposes. Individual agreements shall take precedence regardless of their form (§ 305b BGB).
(2) The language of the contract is German. For international transactions, a separate, legally binding English-language version may be agreed upon.
(3) Should any provision of these General Terms and Conditions or of the contract be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the applicable statutory provisions (§ 306 BGB).
Fassisi, Gesellschaft für Veterinärdiagnostik und Umweltanalysen mbH
Marie-Curie-Straße 8 · 37079 Göttingen · Germany
Göttingen Local Court HRB 200160 · Managing Directors: Kristine Knipper, Stephan Sander
Effective as of: June 2026