Terms and Conditions of Sale and Synthesis

I. Conclusion of Contract

1. The following conditions apply and become an integral part of all purchase or other orders for synthesis of products confirmed by us, Biolog Life Science Institute GmbH & Co. KG, and apply to all our quotations. They are deemed accepted and acknowledged by our clients in placing an order with us or in taking possession of the delivery. Divergent conditions of our clients whose application is not explicitly confirmed in writing by us are not binding even if there was no expressed contradiction.
2. All our quotations are subject to change. The conclusion of the contract can be regarded final only after the client has received our order confirmation. Oral agreements, amendments or additions to the contract are binding only if confirmed by us in writing.
3. We retain ownership, copyright and inventor's rights in all quotations, cost estimates, compound lists, structures and other documents. Quotations and connected documentation must not be disclosed to third parties unless our prior authorization has been obtained.
4. The client accepts that personal data are recorded by us within the scope of the provisions of the BDSG (German Federal Data Protection Law).

II. Prices and Payment

1. Prices shown on the web and in the printed catalogue are in Euro. For price information and our acceptance of other currencies as Pound Sterling, Japanese Yen, US Dollar, please inquire.
2. Prices shall be understood without value added tax. Shipping costs will be extra charged (see https://www.biolog.de/shipping). Please note, that some products, e.g. all triphosphates, require courier transport with blue or dry ice in order to maintain their original high quality and purity. This will lead to extra costs, please inquire for details. Airmail postal service may be available for some destinations without any additional costs.
3. We are entitled to charge our clients additionally to the contract price all increases in expenses accrued in connection with the supply or service provided such increases become effective after conclusion of the contract. This right is independent from the cause of increase as there are legal regulations or other regulations or factual reasons. Expenses which we debit to our clients are especially export and import charges as custom duties, price-adjustment levies and taxes, storage charges, insurance premiums and similar costs which are out of the scope of our direct influence.
4. Along with the products ordered you will receive our invoice which is due net 30 days. Payment becomes overdue on the 31st day after invoice date. Invoices should be paid by bank transfer free of expenses for us. Bank details are given on the invoice.
5. Without prejudice to any more extensive rights we are entitled in case of default of payment to demand interest on arrears of 8 % above the current discount rate published by the Deutsche Bundesbank.
6. A set-off or other retention of payment in view of counter claims of the client is admissible only if the counter-claims have been acknowledged by us or the claims have been finally determined by court order.
7. We are entitled to demand, in our choice, the provision of security through letter of credit or other securities such as prepayment. Should the client not comply with this demand within ten days, we have the rights, after expiry of an additional term of 5 days to repudiate the contract.

III. Terms of Delivery

1. We are not obliged to comply with the agreed delivery term until the client has fulfilled his contractual obligations or duties imposed on him in particular the stipulated financial commitments. The term of delivery shall be complied with if the products to be delivered have left our premises or readiness for despatch has been announced.
2. The term of delivery shall be adequately extended if the completion or delivery of the products is delayed by strikes, lockouts or other obstacles beyond our control (force majeure). We shall notify the client about such circumstances without undue delay.
3. Delivery of products which are not produced by us is subject to obtaining punctual and complete supply ourselves. 
4. Goods may not be returned to us except with our prior permission. Goods can only be accepted for return if they are unopened and in good condition. Transport costs for returned goods are for the purchaser's account. Any returned items may be subject to a processing fee. 

IV. Transition of Risk

1. We despatch products on account and risk of our clients. The risk shall pass to the client, even with freight prepaid shipments, at the time the products are handed over to the carrier or with commencement of transit by ourselves or by acceptance by the persons instructed by the client. We undertake to assign existing rights and remedies against the carrier on first simple demand and unconditional payment of the contract price by the client.
2. By unconditional acceptance of the products by the carrier or by the person instructed by the client all subsequent claims regarding the external condition (packing, leakage etc.) are precluded.
3. Even if the delivered products show considerable faults, they have to be accepted by the client, however, without prejudice for subsequent guaranty claims concerning the product. The client must, however, examine the delivery in every respect for any lack of conformity with the contract and shall give notice of any lack of conformity with the contract or will be excluded with all subsequent claims.
4. In the event the client defaults in the acceptance of the products or providing security, we are entitled, without prejudice to our rights for repudiation of the contract, to demand a lump sum indemnity of 5 % of the total delivery value. We as well as the client are not precluded from claiming and proving a higher or lower damage.

V. Retention of Title

1. We retain the right of property in the products delivered until all our present or accessory claims against the client, irrespective of their cause, are settled. In acceptance of drafts or of bills of exchange or in assuming the liability under a bill of exchange by acceptance or issue of a bill of exchange the title in the products does not pass to the client before the draft or bill of exchange has been finally honoured and it has been ascertained that no claims can be lodged against us based upon the documentary credits. Inserting claims in a current account as well as acknowledgment of a balance does not affect the retention of title.
2. The client is authorized to use the products supplied for research purposes only if not otherwise confirmed in writing. He is also entitled to mix or synthesize with the products at his own risk. The title in our products is extended to new products synthesized by our client. In case our title in the products is extinguished by combination, mixture up or incorporation of other products the client herewith transfers title in the new synthesized products to us which is held as security for all claims as per para. 1 above. The products we obtained title in are stored free of charge by the client without giving any cause of action against us in view of the mixing up, the synthesis or the storage of the products.
3. In any case, the client agrees that any and all intellectual property or other rights, know-how, and methods relating to the synthesis or purchase contract remain our sole property.

VI. Guaranty and Liability

1. We do not assume liability for oral advices of any kind - which are non-binding in any event - to the client. Any advice, oral or written, regarding the area of application of our products does not dispense the client from a self-responsible examination regarding the qualification of the products for the intended purposes or methods as well as of any infringement with issued or pending intellectual property rights belonging to third parties.
2. Our products are for laboratory research use only if not otherwise confirmed in writing. They must not be used with human subjects or for clinical diagnosis or therapeutic use in humans or animals, including, but not limited to, in vitro diagnostic purposes, ex vivo or in vivo therapeutic purposes, investigational use, in foods, drugs, devices or cosmetics of any kind, or for consumption by or use in connection with or administration or application to humans or animals.
3. Our products are not sterile and are not regularly checked for endotoxins. Products carrying a charge are essentially desalted by common standard techniques for nucleotides. Please be aware that efficacy of all known desalting methods is limited and dependent on properties of the particular product. Final preparations of products may therefore contain a minor residual salt content.
4. The product descriptions on our web site and in our catalogue are accurate to the best of our knowledge. Since research applications are subjected to variable influences beyond our control, the products are offered without performance warranty, expressed or implied. In any case we reserve the right, from time to time, to modify composition and purity, in response to changes in the market conditions, raw material supply or other factors. Many products are new and experimental and have not been tested for toxicity. PLEASE NOTE THAT THE ABSENCE OF A WARNING STATEMENT DOES NOT IMPLY THAT THE PRODUCT IS NOT HAZARDOUS. Research products should be used only by qualified investigators or by technically trained personnel working under the direct supervision of such investigators. It is the investigator's responsibility to ensure the safe handling of all products.
5. If any research product fails to meet the physical criteria ascribed to it on the catalogue, our web site or by any other analysis or description issued by us in writing, we will, after validating the deficiency, at the option of the client, either replace the deficient product in kind or will issue a Euro credit equivalent to the purchase price of the deficient product.
6. We will not be liable under any legal theory (including but not limited to contract, negligence, strict liability in tort or warranty of any kind) for any indirect, special, incidental, consequential or exemplary damages (including but not limited to lost profits), even if we had notice of the possibility of such damages. We shall not be liable for any loss, damage or penalty as a result of any delay in or failure to deliver or otherwise perform hereunder. In any event the extent of our liability is restricted to the damage to the product itself.
7. If the fault or omission of the ascribed quality is caused by the delivery or performance of a sub-supplier our liability is restricted to an assignment of our rights and remedies we have against the sub-supplier. We undertake to assign these rights and remedies on first simple demand. If the client is not able to recover from the sub-supplier, he is entitled to keep us liable according para. VI. 4. in a subsidiary way.
8. Refund, replacement or any other claims is conditioned on client giving written notice to us within thirty (30) days after arrival of the products at its destination. Failure of client to give said notice within said thirty (30) days shall constitute a waiver by the client of all claims hereunder with respect to said material. Our liability under VI. 9. below remains unaffected.
9. In any event, any claim of the client against us for, but not limited to refund, replacement, remuneration for consequential damages or otherwise is excluded under the statute of limitations after one year after arrival of the products at its destination. Our liability under VI. 9. below remains unaffected.
10. Our liability for intention or gross negligence, for an expressed warranty, for the violation of an obligation which was of absolute material importance for the intended purpose of the contract, under the statute for the liability for defect products, and for personal injury or death remains unaffected. In cases of gross negligence and in cases of our failure to fulfil an obligation which was of absolute material importance for the intended purpose of the contract we are liable only for the immediate and foreseeable damage.
11. As our products are delivered to the clients for research purposes only, the client shall indemnify us, without prejudice to our continuing legal rights and waiving any defence of limitation, without limit against any and all claims of third parties which are brought against us on the grounds of product liability, to the extent the claim is based on circumstances which were caused after risk passed to the client.

VII. Legal Clauses

1. The sole and exclusive place of performance for all contractual or other obligations under the contract as well as the sole and exclusive place of jurisdiction shall be Bremen/Germany for both parties.
2. Any dispute between the parties shall be governed by German law.
3. In case one of the above stipulations has been proved invalid the validity of the remaining provisions remain unaffected.

 Last updated: July 31, 2019