Gene Bridges Standard Terms & Conditions
The following Terms & Conditions are applicable to all purchase contracts between GENE BRIDGES GmbH (»GENE BRIDGES«) and a Purchaser of GENE BRIDGES’s Kits, Plasmids and Strains »MATERIALS«. No other terms and conditions will be accepted unless expressly agreed to in writing by both Parties and these Terms & Conditions shall in all respects prevail over any terms, warranties, conditions, descriptions or representations referred to in Purchaser's order and any prior negotiations between the Parties or their representatives. GENE BRIDGES reserves the right to change or amend its Terms & Conditions without prior notice. Changes and amendments will be published on GENE BRIDGES's website www.GeneBridges.com and will come into force unless Purchaser objects in writing within two weeks.
1.1 Purchaser's orders are subject to acceptance by GENE BRIDGES and a contract is considered to be concluded upon receipt of GENE BRIDGES's written Confirmation of Order or upon delivery of the goods. While sending an order to GENE BRIDGES, Purchaser effects a binding offer. GENE BRIDGES reserves the decision to accept this offer. GENE BRIDGES will declare receipt of Purchaser's offer within reasonable time via e-mail. If Purchaser's offer is not accepted GENE BRIDGES will inform Purchaser.1.2 Online information about GENE BRIDGES’s products provided on GENE BRIDGES’s website does not constitute an offer. For online shopping subsection 1.1 shall apply.
GENE BRIDGES has developed proprietary processes for DNA Engineering, and commercial organisations can request license conditions at Licensing@GeneBridges.com and has secured the rights to international patents, patent applications and technical and economic experience with respect to these TECHNOLOGIES. GENE BRIDGES can grant Purchaser a non-exclusive, non-transferable License for the use of the TECHNOLOGIES as specified in GENE BRIDGES’s License, incorporated hereby by reference.
3. CONDITIONS OF USE
3.1 Purchaser will not manufacture, copy, reproduce, transmit, distribute, sell, lease, transfer, or improve upon the MATERIALS without GENE BRIDGES's express, prior written consent.
3.2 All MATERIALS relating Technologies shall be purchased from GENE BRIDGES or its authorized distributors. Use of any of the stated products from a source other than GENE BRIDGES will exempt GENE BRIDGES from any and all liabilities and warranties.
3.3 All MATERIALS purchased by not-for-profit research organisations and universities shall not be used for any commercial purpose. These MATERIALS are to be used for research purposes only. The MATERIALS may not be used to provide a service commercial or non-commercial, of any kind.
3.4 A purchase of MATERIALS by a private consumer is neither intended nor permitted.
4. PAYMENT & SETTLEMENT
4.1 Upon receipt of GENE BRIDGES's Invoice Purchaser will make a payment within 14 days of the date of delivery of the goods. Receipt of payment is deemed received upon its complete and unconditional credit to GENE BRIDGES's account. Place of payment is Dresden, Germany.
4.2 GENE BRIDGES accepts payment by wire transfers and cheque. All other methods of payment must be expressly agreed to by GENE BRIDGES.
4.3 Acceptance of partial payment will not lead to a waiver of the provision in Subsection 3.1.
4.4 If several claims are outstanding and Purchaser's payment is not sufficient to discharge all outstanding claims, the discharge shall be effected in accordance with the provisions in § 366 subsection 2 of the German Civil Code (Bürgerliches Gesetzbuch) even if Purchaser paid expressly on account of a specific claim.
4.5 The statutory right to set-off against GENE BRIDGES's claims will only be admitted if Purchaser's counterclaim is undisputed or in case of existence of an unappealable court decision.
5. DELIVERY & RISKS
5.1 Unless otherwise specified on GENE BRIDGES’s Confirmation of Order, MATERIALS are delivered ex Gene Bridges facilities in Dresden, Germany and will be at Purchaser's risk immediately after handing over for transportation. All necessary domestic or foreign certificates shall be acquired by Purchaser.
5.2 Upon dispatch of GENE BRIDGES's Confirmation of Order MATERIALS normally will be shipped within 4 working days. Any date of delivery given by GENE BRIDGES, its servants or agents shall be an indication only and delivery is subject to the availability of raw materials, conditions of shipping and transport (FedEx., UPS etc.). GENE BRIDGES shall make every effort to effect delivery in due time.
6. FORCE MAJEURE
No failure or omission in the performance of any of GENE BRIDGES's contractual obligations shall create liability, if such failure or omission is the result of acts of God, war, riot, accidents, compliance with any action or restriction of any government or agency thereof, strikes or labor disputes, limitations of transportation, inability to procure materials required to the performance of the contract or any other factor or circumstance beyond GENE BRIDGES's control hereto. In this case GENE BRIDGES will give written notice to Purchaser within seven days of GENE BRIDGES's knowledge of such occurrence. Any suspension of performance by reason of this Section shall be limited to the period during which such cause of failure exists.
7. RETENTION OF TITLE
7.1 Until full payment all rights to and titles in all goods are retained by GENE BRIDGES. Where current accounts are maintained, titles to any goods are deemed to secure GENE BRIDGES's credit balance at a given time.
7.2 All rights to and titles in any materials, information and content not expressly sold hereby are, to the fullest extent permitted by law, retained by GENE BRIDGES.
8.1 The MATERIALS transfered are of experimental nature. Gene Bridges thus gives no warranty nor makes any representation, express or implied, that the material transferred are fit for any particular purpose, gives in particular no warranty nor makes any represenation with regard to the use and the suitability of the material transferred. Gene Bridges herewith excludes any liability to the fullest extent under applicable law.
The transfer of MATERIALS does by no means include the right of recipient to amplify the material obtained from Gene Bridges. Any amplification requires the prior and written permission from Gene Bridges and Gene Bridges reserves the right to initiate legal proceedings against any person amplifying such material without its permission.
8.2 Notification of alleged defect must be made to GENE BRIDGES in writing within two (2) weeks of discovery. Purchaser shall return the defective MATERIALS, or part(s) thereof, properly packaged, postage or shipping costs prepaid to GENE BRIDGES. Loss or damage during shipment shall be at the risk of Purchaser.
8.3 GENE BRIDGES shall replace the defective MATERIALS, or part(s) thereof, and, if replacement fails, allow Purchaser to request repudiation of the contract (Wandelung). The reduction of the purchase price (Minderung) will not be admitted.
8.4 Any warranty under the circumstances set forth hereinafter is specifically excluded:
8.4.1 Defects caused by improper operation, misuse, accident, neglect or carelessness;
8.4.2 Unauthorized modification;
8.4.3 Use of fittings or spare parts supplied by anyone other than GENE BRIDGES;
8.4.4 Damage caused by disaster;
8.4.5 Use of consumables not provided by GENE BRIDGES.
8.5 Section 377 of the German Commercial Code (Handelsgesetzbuch) shall apply.
8.6 Apart from this warranty, no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose or that the products do not infringe a patent, are provided whatsoever.
9.1 GENE BRIDGES shall only be held liable for loss or damages caused by an intentional act or gross negligence on the part of Gene Bridges, its legal representatives or its executive employees.
9.2 In case of damages caused by an intentional act or gross negligence of other GENE BRIDGES employees or agents, or in case of breach of a material contractual duty due to ordinary negligence, upon which Purchaser detrimentally relied, liability is limited to reasonably foreseeable and typically occurring damages at the time of contractual entry.
9.3 For damages which have neither been caused intentionally nor by gross negligence on the part of GENE BRIDGES, its legal representatives or executive employees, GENE BRIDGES is only liable to the extent that an obligation is violated which is of particular importance for the achievement of the purpose of the contract (cardinal obligation »Kardinalpflicht«). In case of a violation of such a cardinal obligation, GENE BRIDGES's liability will be limited to reasonably foreseeable and typically occurring damages at the time of contractual entry.
9.4 Any liabilities of GENE BRIDGES arising from a failure to meet warranted quality (»zugesicherte Eigenschaften«) or any liability under the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.
9.5 Apart from the above, liability of GENE BRIDGES shall be excluded.
Should single provisions of these Terms & Conditions be or become invalid, entirely or partly, this shall not affect the validity of the remaining provisions. The Parties agree to replace the invalid provision by a valid provision which comes as close as possible to the economic intention the Parties had in mind when drafting the invalid provision. The same shall apply in case of gaps in the contract.
11. FORM REQUIREMENT
No waiver, amendment or modification of any purchase contract between GENE BRIDGES and Purchaser shall be valid, enforceable or binding upon GENE BRIDGES unless expressly agreed to in writing. Waiver of this form requirement shall be in writing. Application of any contradicting term or condition by Purchaser is rejected.
12. GOVERNING LAW
Unless expressly specified otherwise in writing, any legal relationship between GENE BRIDGES and Purchaser, including these Terms & Conditions, shall be governed and construed in accordance with the laws of the Federal Republic of Germany, and to the exclusion of conflict of law principles. The United Nations Convention on Contracts for The International Sale of Goods (»CISG«) shall not apply. The venue for any disputes arising out of or regarding any legal relationship between GENE BRIDGES and Purchaser, including these Terms & Conditions, shall be Mannheim, Germany. Defences of jurisdiction are waived.
13.1 Section titles are for convenience only and have no legal or contractual effect.
13.2 Failure of either Party to insist upon or enforce strict performance of any provision of these Terms & Conditions will not be construed as a waiver of that provision or any other provision nor future right or provision. Neither shall the course of conduct between GENE BRIDGES and Purchaser nor shall the trade practice modify any provision of these Terms & Conditions.
13.3 Any notice required under these Terms & Conditions shall be sent Registered Mail, valid upon dispatch, with a return receipt. All notices to GENE BRIDGES shall be directed to: Legal Department, Gene Bridges GmbH, Pfotenhauerstr. 108, 01307 Dresden, Germany.
13.4 The MATERIALS and disclosures of GENE BRIDGES are covered by issued international patents and patent applications. Copyright © 2002 Gene Bridges GmbH, Gene Bridges GmbH, Pfotenhauerstr. 108, 01307 Dresden, Germany. »Gene Bridges«, »ET« »RED«, are all trademarks to which Gene Bridges holds the rights. All rights not expressly granted herein are reserved.