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Terms and Conditions

1.Scope of Application

Saving an express agreement to the contrary, all contracts concluded with SERATEC Gesellschaft für Biotechnologie mbH (hereinafter referred to as SERATEC) shall be based on the following terms. This shall also apply for individual contracts provided express reference is made to the General Terms of Sale and Delivery in said contracts. Saving an express agreement to the contrary, Customer’s deviating terms shall not be binding on SERATEC.

2.Subject Matter of Contract

The subject matter of contract encompasses the contractual contents stipulated by SERATEC in a confirmation of order based on an offer of sale made by SERATEC or an offer of purchase made by the Customer. If the Customer does not immediately object to a confirmation of order sent by SERATEC, then the contents shall be deemed to have been approved, even if said confirmation of order should deviate from prior offers. This shall not apply in the event of deliberate deviations from the original contents of negotiation to the detriment of the contractual partner. SERATEC shall be entitled to adapt the subject matter of the contract to the latest state of the art without having to notify the contractual partner of this or obtain the contractual partner’s permission. The contractual partner shall not be entitled to regard an adaptation of this type as a deviation from the original contents of negotiation.

3.Delivery

Delivery dates shall be regarded only as non-binding dates; if said dates are exceeded without fault and notification is given in due time, this shall not constitute delay in delivery. Rather, this shall trigger a reasonable grace period. In the event of delivery date delays of more than four weeks, however, the Customer shall be entitled to refuse to fulfill the contract upon expiration of a reasonable grace period. SERATEC shall likewise not be held responsible for delivery date delays due to Acts of God and other unforeseeable events that are beyond SERATEC’s control. Regardless of delivery dates, SERATEC shall be entitled to fill orders immediately. Partial deliveries are permitted. SERATEC shall not be responsible for inability to deliver if said inability to deliver is based on circumstances beyond SERATEC’s control and SERATEC notifies the Customer of this without delay and refunds to the Customer without delay any payments already
remitted.

4.Prices

List prices are subject to change. The prices valid on the day of acknowledgement of order shall apply. All prices are stated as net prices and include neither shipping and insurance expenses nor statutory value-added tax.

5.Terms of Payment

As a rule, invoices shall be due for payment within thirty (30) days net cash without discount, at the latest by the stated payment date. In the event of default in payment, interest on arrears shall be charged at a rate of 8 % above the base interest rate of the European Central Bank and collection expenses in the amount of EURO 5.00. Partial payments by the Customer shall first be set off against the expenses, then the interest and the balance of the main claim. The Customer shall only be entitled to set-off, retention or reduction if the ounterclaims are uncontested or the subject matter of a final and absolute decree in law. In the event of partial payments and default in payment, SERATEC shall be entitled, contrary to prior payment agreements, to make subsequent deliveries only against cash in advance.

6.Retention of Title

The goods delivered by SERATEC shall remain property of SERATEC until fulfillment of any and all existing and due claims against the Customer arising from the business relationship. Saving provisions to the contrary, the Customer shall be entitled to resell the goods or subject them to further processing. In the event of subsequent processing, the newly created object shall take the place of the object subject to retention of title. In the event of resale, the eceivables obtained for this shall be deemed to have been assigned to SERATEC already today. The customer shall be permitted to use factoring only with the express written consent of SERATEC.

7.Transfer of Risk/Shipping

The risk of loss shall pass to the Customer upon transfer of the object to a transport company, regardless of type. If transfer of the object is delayed for reasons for which the Customer is responsible, then the risk shall pass to the Customer at the moment when the customer is notified and it is possible to ship the object. The goods are shipped at the Customer’s risk and expense. As a rule, the choice of the manner in which shipment is effected shall be incumbent on SERATEC.

8.Acceptance/Notice of Defects

Notices of defects with regard to manifest defects/flaw in the goods delivered shall be lodged with SERATEC in writing within seven (7) days after receipt. In addition (even in the event of hidden defects/flaws), samples shall be sent to SERATEC for visual inspection of the defects that are the subject matter of the complaint. If a corresponding complaint is not lodged, or is not lodged in due time or proper form, then the delivery shall be deemed to be orderly and in conformity with the contract. The Customer shall not be entitled to any warranty claims in this regard.

9.Warranty

The Customer’s warranty rights shall, as a rule, be limited to subsequent delivery. Subsequent delivery shall take place at no extra charge provided that the goods delivered do not fulfill the product requirements described in the contract, the goods are still available in the form delivered by SERATEC, and notice of the defects has been given in due time. If it should turn out that it is also impossible to fulfill the order in accordance with the contract through subsequent delivery, then the Customer shall be entitled to cancellation of contract or a reduction in the purchase price after setting a final grace period.
In the event of deliveries of goods prepared by third parties and only traded in transit trade by SERATEC, then the warranty rights that SERATEC has vis-à-vis the manufacturer shall be deemed to have been assigned to the Customer at the moment of delivery. Above and beyond this, SERATEC undertakes no warranties except as described above and in the event that the Customer is unable to attain warranty from the manufacturer extra-judicially.

10.Liability

SERATEC undertakes no liability whatsoever for damages due to use of the goods delivered as stipulated in the contract. Liability for deaths, physical injuries and injuries to health that are not due to negligent or malicious behavior by SERATEC and/or its employees shall be ruled out. Liability for other damages that are not due to grossly negligent or malicious behavior by SERATEC or its employers are hereby ruled out. If the business transaction was concluded on the basis of prospect statements made by third parties/manufacturers, then SERATEC shall not be liable for the correctness of said statements in terms of content.
11.Place of Fulfillment/Jurisdiction/Applicable Law/Escape Clause Saving an agreement to the contrary, place of fulfillment for all parties to the contract shall be Göttingen. If both parties are registered merchants, then Göttingen shall likewise be sole place of jurisdiction. Solely German law shall apply, excluding the UN Sales Convention. If individual provisions should be or become invalid in whole or in part, then this shall not affect the remaining valid terms herein.

Last revised: May 2008