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General Terms & Conditions of Sale

GENERAL TERMS AND CONDITIONS

BioGenes GmbH

 

   1. Content

 

  1. BioGenes GmbH is an innovative, globally active biotechnology company that offers highly specialised services in antibody and immunoassay development, production, and analysis to companies in the pharmaceutical, biotechnology, diagnostics, and research sectors.
  2. These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law, and special funds under public law in the sense of § 310 I BGB (German Civil Code).
  3. If you have any questions or comments about the products and services of BioGenes GmbH, please get in touch with us by e-mail at service@biogenes.de or by mail at BioGenes GmbH, Köpenicker Straße 325, 12555 Berlin, Germany.

 

     2. Validity

 

  1. The following terms and conditions apply to all sales, deliveries, and services unless other terms and conditions have been agreed to in writing.
  2. BioGenes GmbH offers both products and customised services in the field of life sciences For more details, please visit the homepage, the online shop, or contact us at service@biogenes.de.
  3. The order processing includes 
  • Preparation of an offer 
  • Acceptance of the offer by written confirmation or order 
  • Sending order confirmations 
  • Shipping/delivering products or
  • Preparation of a report for services

   (Deviations possible in individual cases; list not binding)

  4. The timeline stated in the quotes begins after the customer has provided all materials necessary to complete the order. Only then will the project be scheduled for the next available time slot.

 

   3. Conclusion of Contract

 

  1. Contracts are not formed until the customer confirms the order and delivers the materials required to fulfil it. Confirmations of orders and quotations shall be made in writing.
  2. Objections or corrections to the order confirmation can be notified and considered up to a maximum of 7 days after receipt of the order confirmation.

 

   4. Service

 

Offers are subject to availability. BioGenes reserves the right to make minor changes in package sizes, characteristics and quality.

 

   5. Prices

 

  1. Prices are subject to change without notice; the prices stated in the offer or order confirmation and their respective validity period shall apply.
  2. The prices are valid from the place of delivery. Unless otherwise agreed, they do not include postage, insurance, freight and applicable taxes.

 

   6. Payment

 

  1. Invoices are payable net within 30 days of the date of issue unless otherwise agreed in writing. The date of receipt of payment shall be decisive. (Bank) charges shall be borne by the customer. In the event of late payment, BioGenes shall charge interest at a rate of 5% above the prime rate of the Deutsche Bundesbank without reminder. BioGenes is entitled to demand security from the customer at any time.
  2. The customer is not entitled to withhold or reduce payment of due invoice amounts because of complaints about the products.
  3. Invoices shall generally be sent in electronic form. Incoming invoices are to be sent to invoices@biogenes.de.

 

   7. Application and validity of Incoterms 2020

 

  1. Deliveries ordered by BioGenes shall be made in accordance with Incoterms 2020 DAP. The place of delivery for BioGenes shall be its registered office at Köpenicker Strasse 325, 12555 Berlin, Germany.
  2. Deliveries received by BioGenes shall be made in accordance with Incoterms 2020 DDP (Delivered Duty Paid). The place of delivery shall be BioGenes' head office at Köpenicker Strasse 325, 12555 Berlin, Germany.
  3. Upon consultation and express agreement, individual shipping methods/types are also possible, e.g. according to FCA (Incoterms 2020).

 

   8. Shipment

 

  1. A service provider commissioned by BioGenes will carry out shipping unless the customer has designated a carrier.
  2. Shipping costs and additional costs due to special shipping instructions shall be borne by the customer unless otherwise agreed in writing.
  3. If the goods are dispatched to the customer on the basis of the order confirmation, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch, at the latest, upon leaving the factory. This applies regardless of whether the goods are shipped from the place of fulfilment or who bears the freight costs.

 

   9. Delivery

 

  1. Delivery times are only approximate unless otherwise agreed in writing. A separate invoice may be issued for each partial delivery.
  2. BioGenes' obligation to deliver shall be suspended as long as the customer is in arrears with a payment despite repeated reminders.

 

   10. Customs and Export

 

  1. BioGenes must obtain the export license or other authorisation at its own expense. BioGenes shall take care of the customs formalities required for the export of the goods.
  2. The customer must obtain the import license or other official authorisations for the import at his own expense and risk. The customer shall take care of the customs formalities required for the import of the goods (including, if applicable, for transport through third countries).

 

   11. Individual agreements

 

Individual agreements take precedence over the general terms and conditions. Individual agreements must be in writing.

 

  12. Raw data

 

  1. The raw data can be viewed at BioGenes at any time after prior written notification.
  2. The sending of raw data is possible on a case-by-case basis and for a fee.

 

  13. Engagement of third parties

 

  1. BioGenes is authorised, at its discretion, to engage competent third parties as vicarious agents for the performance of contractual services.
  2. BioGenes GmbH is responsible for assigning third parties within the scope of an external service.
  3. BioGenes will carefully select such third parties and ensure that they have the necessary professional qualifications.
  4. The services and prices of third parties are included in the offers unless otherwise agreed in writing.

 

  14. Obligation to cooperate

 

  1. The customer is obliged to create the organisational and technical conditions to provide the agreed-upon services.
  2. If the customer does not fulfil these obligations to cooperate, does not fulfil them properly or does not fulfil them on time, or if the customer is in default of acceptance or default of payment, BioGenes shall have the option, after setting a grace period to be agreed upon, to withdraw from the contract against full compensation or to provide the agreed services anyway and to charge the expenses incurred due to the breach of the obligation to cooperate at the agreed or customary market rates.
  3. If the customer defaults on acceptance or culpably violates other duties to cooperate, BioGenes shall be entitled to demand compensation for the damages incurred, including any additional expenses.

 

  15. Resale

 

BioGenes shall not be liable in any way for defects or damages caused by the customer's resale.

 

  16. Warranty

 

  1. BioGenes guarantees the constant high quality of its products.
  2. Experienced professionals perform the services with the utmost care and in accordance with legal requirements.
  3. It should be noted that all services are scientific in nature and that BioGenes cannot guarantee the results despite all due care and scientific expertise. This also applies to the reproducibility of results from previous tests.
  4. BioGenes has the right to decide on the use of appropriate scientific and technical procedures to process the materials to fulfil the customer's requirements unless otherwise agreed in writing.

 

  17. Disclaimer

 

  1. Liability claims are only justified if BioGenes or its vicarious agents have caused the damage intentionally or through gross negligence or if essential contractual obligations have been violated.
  2. BioGenes' liability is limited to foreseeable damage.
  3. BioGenes is not liable for damages caused by improper use or storage of its products.
  4. The customer may only set off BioGenes claims with undisputed or legally established counterclaims.
  5. BioGenes is not liable for any materials provided by the customer (e.g., antigens, antibodies, peptides, proteins, and chemical reagents). BioGenes is also not responsible for materials that are ordered by another supplier for the customer.
  6. In all other respects, the statutory provisions on liability shall apply.

 

  18. Notice of defects

 

  1. The customer has to check whether the delivered products are of the contractually agreed quality. Such an incoming goods inspection must be recorded.
  2. If this inspection is omitted or not carried out to the required extent or if obvious defects are not reported to BioGenes immediately, at the latest, however, within one week after receipt of the products, the products shall be deemed approved with respect to such defects.
  3. Hidden defects must be reported to BioGenes immediately upon discovery but no later than six months after receipt.
  4. If these notification periods are exceeded or if the products are improperly stored, handled or processed, all claims for defects shall lapse.
  5. The removal of defects or possible compensation will be decided on a case-by-case basis after consultation.

 

  19. Withdrawal

 

BioGenes GmbH reserves the right to withdraw from the contract in case of breach of contract or if the customer does not fulfil his obligations to cooperate.

 

  20. Handling instructions

 

  1. The products delivered by BioGenes are intended for laboratory use only. BioGenes is only liable if the products are used properly. Details can be found in the instructions for use and the accompanying documents.
  2. The delivered products must not be used for human or veterinary medicine, in the food and consumer goods industry, cosmetics, etc., which involve the direct or indirect administration of these products to humans or animals.
  3. The customer shall be liable for improper and inappropriate handling. Any claims against BioGenes in this regard are excluded.

 

  21. Data protection

 

  1. Insofar as BioGenes collects personal data from contact persons, etc., of the customer, these are collected and used exclusively to fulfil the contract for the respective delivery relationship. If no contract is concluded or if the customer rejects the offer, the customer's data will be stored for statistical purposes.
  2. The data will be processed in accordance with the GDPR. Further information can be found in the privacy policy. (To be found on the homepage).
  3. For questions, complaints or comments, please contact: datenschutz@biogenes.de

 

Data Protection Officer:

TÜV Hessen Mr. Tobias Müller Tobias.Mueller@tuevhessen.de

+49 (0)6151 600 394

Supervisory authority:

Berlin Commissioner for Data Protection and Freedom of Information

mailbox@datenschutz-berlin.de

+49 (0)30 13889 0

 

 

  22. Confidentiality

 

  1. All oral, written, electronic or visual information transmitted in connection with the cooperation that is marked as confidential or is otherwise recognisable as confidential, e.g. due to its content, must be kept secret; this applies in particular to trade and business secrets.
  2. This does not apply to information,

   a. which is or becomes public knowledge without this resulting from a breach of this confidentiality provision;

   b. which are already in the possession of the customer at the time of their disclosure, without the customer being under any obligation to any person to keep such information confidential;

   c. which becomes known to the Customer from another source after disclosure;

   d. developed independently by Customer.

  3. The customer shall impose corresponding confidentiality obligations on its employees who come into contact with BioGenes' confidential information.

  4. The collaboration may not be publicized by the customer without the express consent of BioGenes GmbH.

  5. Publications and mentions by name, including in connection with official obligations, must be agreed in advance by both parties.

 

  23. Retention of title

 

  1. BioGenes reserves the right of ownership of the delivered goods and the results until full payment of all claims arising from the delivery contract. BioGenes shall be entitled to take back the object of purchase if the customer is in breach of contract.
  2. The delivered products shall remain BioGenes' property until the customer has paid all invoices from the respective business relationship. The reserved products may not be pledged or transferred by way of security.

 

  24. Intellectual property

 

  1. BioGenes reserves all intellectual property and related rights, such as copyrights, patents, or other industrial property rights that arise in the course of providing the service.
  2. Insofar as intellectual property created during the provision of the service is required for the contractual use of the service, the customer shall receive a non-exclusive, non-sublicensable and non-transferable right to use this intellectual property to the extent necessary to use the service owed by BioGenes under the contract, provided that the customer properly fulfils its contractual obligations to BioGenes.
  3. The same applies if the customer requires BioGenes' existing intellectual property in order to use the service contractually owed by BioGenes.
  4. If the utilisation of the contractually owed service by BioGenes requires that the confidential intellectual property of BioGenes is made available to third parties, such third parties must be obligated to secrecy in advance.
  5. The customer is obligated not to reverse engineer or decompile BioGenes' services that contain its confidential intellectual property (prohibition of reverse engineering) and to impose a corresponding obligation on third parties in advance if the services are made accessible to third parties.
  6. It is not permitted to use the information protected for BioGenes, such as the company name, the company logo and all other trademarks, logos, service marks, product and service names, designs, slogans and trade names, as well as trademarks for goods, manufactured by third parties or for processed original goods.

 

  25. CSR (Corporate and Social Responsibility)

 

  1. BioGenes declares and expressly undertakes to comply with the laws on refraining from corruption and bribery, money laundering, and insider trading, respecting the fundamental rights of its employees, refraining from child labour, and ensuring the health and safety of its employees.
  2. Furthermore, BioGenes declares and undertakes to comply with environmental protection laws, norms and national and international standards.
  3. BioGenes and the customer undertake to comply with all German anti-corruption laws in the fulfilment of the contract.
  4. BioGenes and the customer shall support each other in measures to prevent corruption and, in particular, shall inform each other immediately if they have knowledge or concrete suspicion of cases of corruption specifically related to this contract or its fulfilment.
  5. The internal code of conduct of BioGenes GmbH shall also apply.

 

  26. Impossibility

 

  1. Cases of force majeure, labour disputes, riots, pandemics, official measures and similar circumstances beyond BioGenes' control shall release BioGenes from its obligation to fulfil the contract for the duration of the disturbance and to the extent of its effect.
  2. This shall also apply if these circumstances occur at suppliers of BioGenes or if these events occur at a time when BioGenes is already in default.
  3. BioGenes shall inform the customer immediately of the beginning and end of such impediments to performance.

 

  27. Final provisions

 

  1. The place of jurisdiction for all disputes arising from this contract shall be Berlin, unless otherwise stipulated by law.
  2. Business communication shall be exclusively in writing.
  3. Amendments or supplements to these General Terms and Conditions shall only be valid if agreed in writing.
  4. In the event of a dispute arising out of or in connection with these General Terms and Conditions or their validity, the parties undertake to first enter into negotiations with a view to reaching an amicable solution.
  5. External independent arbitration centres may also be used for this purpose.
  6. The customer's terms and conditions shall only apply to the extent that BioGenes has agreed to them.
  7. Should any of these provisions be invalid, this shall not affect the validity of the remaining provisions.
  8. If the invalidity does not result from a violation of §§ 305 ff. BGB (German Civil Code), the invalid provision shall be replaced by a valid provision that is as close as possible to the economic intention of the parties. The same applies in the event of a gap. In the event of an impermissible time limit, the legally permissible measure shall apply.