- We sell exclusively to businesses, public institutions, laboratories and hospitals – not to consumers.
- Your contract partner is medlabdia GmbH (Germany) for customers in Europe and the rest of the world, and medlabdia Inc. (Texas) for customers in the USA.
- Pre-owned and refurbished systems are sold “as is” without any warranty, unless a warranty is expressly stated in our quotation or order confirmation.
- All sales are final. There is no right to return or cancel an order once it has been confirmed, except for warranty claims where a warranty applies.
- Prices are net, plus VAT/sales tax, shipping and customs. Delivery FCA our warehouse (Incoterms® 2020) unless agreed otherwise.
1. Scope and contract partner
1.1 These General Terms and Conditions of Sale and Delivery (“Terms”) apply to all offers, sales and deliveries of products, spare parts, consumables and pre-owned systems and to related services by medlabdia via the online shop at medlabdia.com, by e-mail, phone or quotation.
1.2 Your contract partner (“medlabdia”, “we”, “us”) is:
- for customers with a registered office or delivery address in the United States of America: medlabdia Inc., 12801 N Stemmons Fwy, Suite 710, Farmers Branch, TX 75234, USA;
- for all other customers, in particular in the EU/EEA, Switzerland and the United Kingdom: medlabdia GmbH, Kurt-Schumacher-Ring 42a, 64572 Büttelborn, Germany (Darmstadt Local Court, HRB 104970, VAT ID DE306787209).
The website is operated by medlabdia AG, Feusisberg, Switzerland. Our quotation or order confirmation always states which company is your contract partner.
1.3 Our offer is directed exclusively at businesses (entrepreneurs within the meaning of § 14 German Civil Code, merchants, legal entities under public law and special funds under public law) and comparable commercial or institutional buyers. Consumers may not purchase. By ordering you confirm that you are acting in the course of your trade, business or profession.
1.4 These Terms apply exclusively. Conflicting or deviating terms of the customer, in particular purchasing conditions, do not apply even if we do not expressly object to them or deliver without reservation. Individual agreements in writing (e-mail is sufficient) take precedence over these Terms.
2. Offers, quotations and conclusion of contract
2.1 The presentation of products in the online shop, in catalogues and on marketplaces is not a binding offer but an invitation to order. Products marked “Price on request” or “Request a quote” are only sold on the basis of an individual quotation.
2.2 By submitting an order you make a binding offer. The automatic order acknowledgement e-mail only confirms receipt and is not an acceptance. The contract is concluded with our written order confirmation or with delivery of the goods.
2.3 Our quotations are non-binding and valid for 30 days unless stated otherwise. Pre-owned systems are single items and are offered subject to prior sale.
2.4 Technical data, images, weights and dimensions are approximate and only binding if expressly agreed. Product descriptions are not guarantees of quality or durability. We reserve the right to make technical changes that do not affect the agreed use.
3. Prices and payment
3.1 All prices are net prices in EUR or USD as stated in the quotation or order confirmation, plus statutory VAT or sales tax, packaging, shipping, insurance, customs duties and import charges. Currency amounts shown by the currency switcher in the shop are for information only; the invoice currency is the currency stated in the order confirmation.
3.2 Unless agreed otherwise, invoices are payable without deduction within 30 days of the invoice date. We may require payment in advance, in particular for first orders, pre-owned systems, export deliveries and orders above EUR/USD 10,000. Payment via PayPal is due at the time of ordering.
3.3 Customers in the EU outside Germany must provide a valid VAT ID for tax-exempt intra-community supplies. If the requirements for a tax exemption are not met, we will charge VAT subsequently.
3.4 If you are in default of payment, we may charge default interest at the statutory rate (Germany: 9 percentage points above the base interest rate, § 288(2) BGB; USA: 1.5 % per month or the maximum rate permitted by law, whichever is lower) and the statutory lump sum, and withhold further deliveries.
3.5 You may only set off claims or exercise a right of retention if your counterclaim is undisputed or has been finally established by a court.
4. Delivery, transfer of risk and installation
4.1 Unless agreed otherwise, delivery is made FCA our warehouse (Incoterms® 2020). Risk passes to you when the goods are handed over to the carrier, even if we arrange shipping or partial deliveries are made. If you request it, we insure the shipment at your expense.
4.2 Delivery dates are approximate unless expressly agreed as binding. Partial deliveries are permitted where reasonable. Delays caused by force majeure, supplier delays, epidemics, transport disruptions, export licensing or other circumstances beyond our control extend delivery dates accordingly. If such an impediment lasts more than three months, either party may withdraw from the affected part of the contract.
4.3 Installation, relocation, qualification (IQ/OQ), training and service for systems are only owed if expressly agreed; they are performed by our authorised service partner oneservice and are subject to separate quotations.
4.4 If you fail to accept the goods, we may store them at your risk and expense and, after setting a reasonable deadline, claim damages or sell the goods elsewhere.
5. Retention of title / security interest
5.1 The goods remain our property until all claims arising from the business relationship have been paid in full. You may resell the goods in the ordinary course of business; you hereby assign to us all claims from such resale up to the invoice amount.
5.2 For customers of medlabdia Inc., you grant medlabdia Inc. a purchase-money security interest in the goods and their proceeds until payment in full, and you authorise us to file any financing statements required under the Uniform Commercial Code.
5.3 You must notify us immediately of any seizure or other third-party interference with the goods.
6. Inspection and notice of defects
6.1 You must inspect the goods immediately upon delivery. Visible transport damage must be noted on the carrier's delivery receipt and reported to us within 3 working days. Obvious defects, wrong or short deliveries must be reported in writing within 5 working days of delivery; hidden defects within 5 working days of discovery (§ 377 German Commercial Code applies to medlabdia GmbH contracts).
6.2 Goods for which no timely notice is given are deemed approved.
7. Warranty for new products
7.1 For new products the warranty period is 12 months from delivery, unless a longer manufacturer warranty is stated in the order confirmation. For consumables the warranty ends no later than the stated expiry date.
7.2 In the event of a defect we will, at our discretion, repair or replace the product. If repair or replacement fails, you may reduce the price or – for material defects – withdraw from the contract. Manufacturer warranties are passed on to you to the extent we receive them.
7.3 The warranty does not cover wear parts, consumables, damage caused by improper use, installation, maintenance or modification by you or third parties, use of non-approved consumables or reagents, contamination, or failure to follow the manufacturer's instructions.
7.4 Before returning goods under warranty, you must obtain a return authorisation (RMA) and provide a signed decontamination certificate. Contaminated goods will not be accepted.
8. Pre-owned and refurbished systems – no warranty
8.1 Pre-owned, used, demonstration and refurbished systems and parts (“pre-owned goods”) are sold “AS IS” and “WHERE IS” in the condition they are in at the time of the contract, without any warranty for defects, unless a warranty or a specific condition is expressly stated in writing in our quotation or order confirmation (for example “refurbished, 3 months warranty”).
8.2 Descriptions of condition, test protocols, photos, service history and statements such as “tested”, “refurbished” or “fully functional” describe the condition known to us at the time of testing. They are not guarantees of quality, durability or suitability for a particular purpose. You are welcome to inspect pre-owned goods before purchase, or have them inspected, by appointment.
8.3 Pre-owned goods may require installation, re-qualification, calibration, software licences or service by the manufacturer or an authorised service provider before use. Unless expressly agreed, such services, software licences, accessories, manuals and manufacturer support are not included, and we do not warrant that the manufacturer will provide support, software updates or spare parts.
8.4 Where a warranty for pre-owned goods is expressly agreed, it is limited to repair or replacement of defective parts during the stated period; section 7.3 and 7.4 apply accordingly.
8.5 The exclusion of warranty does not apply to defects we have fraudulently concealed or to an express guarantee, nor does it limit liability under section 10.
9. All sales final – no returns or cancellations
9.1 All sales are final. Because we sell exclusively to businesses, there is no statutory right of withdrawal. Once an order has been confirmed, it cannot be cancelled, and goods cannot be returned or exchanged, unless we agree to this in writing in advance.
9.2 If we agree to a cancellation or return as a goodwill gesture, we may charge the costs incurred (including return shipping, inspection, decontamination and restocking) – at least 20 % of the net order value – and only unused goods in original, unopened packaging are accepted. Pre-owned goods, special orders, cut-to-order, cooled or expired-date-sensitive items and software are excluded from goodwill returns.
9.3 Your statutory and contractual warranty rights under section 7 (and, where expressly agreed, section 8.4) remain unaffected.
10. Limitation of liability
10.1 Contracts with medlabdia GmbH. We are liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and under any guarantee we have given. In cases of slight negligence we are only liable for breach of an essential contractual obligation (an obligation whose fulfilment makes proper performance of the contract possible in the first place and on which you may regularly rely), limited to the foreseeable damage typical for this type of contract. Otherwise our liability is excluded. This also applies to the personal liability of our employees, representatives and vicarious agents.
10.2 Contracts with medlabdia Inc. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR ANY EXPRESS WARRANTY STATED IN SECTION 7 OR IN OUR ORDER CONFIRMATION, MEDLABDIA INC. DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PRE-OWNED GOODS ARE SOLD “AS IS, WHERE IS, WITH ALL FAULTS”. IN NO EVENT SHALL MEDLABDIA INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT, LOSS OF DATA, LOSS OF SAMPLES OR REAGENTS, OR DOWNTIME, AND ITS TOTAL LIABILITY SHALL NOT EXCEED THE PRICE PAID FOR THE PRODUCT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW.
10.3 Claims for damages based on defects become time-barred after 12 months from delivery, except in the cases of unlimited liability under section 10.1.
11. Intended use, regulatory compliance and export control
11.1 You are responsible for ensuring that the products are suitable for your intended use and that you comply with all applicable regulations, in particular for in-vitro diagnostic and medical devices (e.g. EU IVDR/MDR, US FDA rules), laboratory accreditation, validation, registration and operator obligations. Products labelled “for research use only (RUO)” must not be used for diagnostic procedures.
11.2 Pre-owned goods may no longer bear a valid CE marking, FDA clearance or manufacturer conformity for clinical use; you are responsible for any required re-qualification before clinical use.
11.3 Deliveries are subject to applicable export control and sanctions laws of the EU, Switzerland, the UK and the USA. You undertake not to export, re-export or transfer the goods in breach of such laws, and to provide end-use information on request. We may refuse or suspend performance if a delivery would breach these rules.
11.4 Software supplied with products is subject to the licence terms of the respective manufacturer. Licences for pre-owned systems are only transferred to the extent permitted by the manufacturer.
12. Use of the website
12.1 All content of this website (texts, images, graphics, logos, product data) is protected by copyright and other intellectual property rights of medlabdia or its licensors. Product names and trademarks of manufacturers are the property of their respective owners and are used for identification only; medlabdia is not affiliated with the manufacturers unless stated as an authorised partner.
12.2 You are responsible for keeping your account credentials confidential. We may block accounts that are misused or that provide false company information.
12.3 We are not responsible for the content of external websites linked from our website.
13. Governing law and place of jurisdiction
13.1 medlabdia GmbH: These Terms and all contracts are governed by the laws of the Federal Republic of Germany. The exclusive place of jurisdiction is Darmstadt, Germany. We may also sue the customer at its registered office.
13.2 medlabdia Inc.: These Terms and all contracts are governed by the laws of the State of Texas, USA, without regard to its conflict-of-laws rules. The exclusive venue is the state or federal courts located in Dallas County, Texas.
13.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded in all cases.
14. Final provisions
14.1 Amendments and supplements must be made in writing; e-mail is sufficient.
14.2 Should any provision of these Terms be invalid, the remaining provisions remain valid. The invalid provision shall be replaced by the valid provision that comes closest to its economic purpose.
14.3 These Terms are available in English and German. For contracts with medlabdia GmbH the German version prevails; for contracts with medlabdia Inc. the English version prevails.
14.4 Information on the processing of personal data can be found in our privacy policy.
Version: October 2026