trenzyme’s Terms & Conditions

General Business Terms and Conditions for trenzyme GmbH (December 2016)

Scope

The following general business terms and conditions shall apply exclusively for all deliveries and services of trenzyme (hereinafter referred to as GBT’s). This GBTs shall be deemed as having been accepted when the order is placed with trenzyme. They shall also apply for all future business relations, even if no reference is expressly made again to their validity.

Any changes to the GBT’s will from their validity also become a part of current contracts, if the customer despite special reference to his right of objection does not file an objection within a deadline of one month after notification of the change.

  1. Scope and execution of the services / sending risk in the case of goods deliveries / usage rights

1-1 The agreed services of trenzyme may be derived from the written order confirmation from trenzyme. trenzyme reserves the right to an oral order confirmation or that which is declared by conclusive action. The written form shall apply for all agreements, including supplements, modifications and collateral agreements. Supplements and changes and collateral agreements to an order entered into in writing may be agreed upon without observing the written form, if this is expressly agreed to by trenzyme.

1-2 The observance of the service obligations of trenzyme assumes the timely and proper in particular timely fulfilment of the obligations of the customer.

1-3 Any dates specified by trenzyme for the provision of the services are intended to be an estimate and time for performance of the services and/or delivery of any results shall not be made of the essence by notice. If no dates are so specified, the services shall be performed within a reasonable time.

1-4 Analysis reports refer exclusively to the samples or specimens, that trenzyme has received from the customer and whose references appear on our receipt confirmation for the sample. trenzyme shall only then be responsible for the fact that the sample is representative if they were given the express order for sampling and the order for sampling was accepted.

1-5 Any objections to the contents of an analysis/of an assessment are to be asserted in writing and specified immediately, however, no later than within two weeks after receipt of the assessment. Should within this deadline no objections be filed, assessments or invoices will be deemed as having been approved. In the case of a reciprocal commercial transaction the obligations of the customer under § 377 HGB to inspect and complain shall also apply for work performance and services of trenzyme.

1-6 Occurrences of force majeure, strike, lock-out, official directives, general difficulties with energy and other supply, disturbances at transport companies and breakdowns at trenzyme as well as the consequences of such occurrences, shall release trenzyme for the duration of the disturbance and to the extent of its implications from the duty to perform, insofar as trenzyme shall not be responsible for such occurrences and their consequences. Such occurrences and their consequences shall further entitle trenzyme under the exclusion of a duty for compensation, not to provide services agreed as per contract. In these cases trenzyme shall inform the customer immediately about the circumstances and immediately refund any monies which have already been paid.

1-7 In the case of deliveries of goods all risks of the loss or damage to the goods shall pass to the customer, as soon as the consignment is handed over to the carrier. In case the consignment shall be impossible without the fault of trenzyme, the risk shall pass to the customer when he is notified in writing that the goods are ready for dispatch.

1-8 The customer shall in relation to its use of the services, any products and any results, information, data and/or analysis provided as part of the services comply with all applicable laws and obtain any consents from any body or authority which may be required.

1-9 If not otherwise stated, all plasmids, cell lines, microorganisms and proteins are delivered on an “AS IS” basis for Research Use Only (RUO) and is understood to be experimental in nature.

TRENZYME MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE PLASMID, CELL LINE, MICROORGANISM AND PROTEIN, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE DURABILITY, STORAGE, DISPOSAL, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OUTCOME OF USING THE PRODUCTS, OR THAT THE USE OF THE PLASMID, CELL LINE, MICROORGANISM AND PROTEIN WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARKS, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY.

1-10 In accordance with German law (Biostoffverordnung) and if not otherwise stated in the documentation, the plasmid, cell line or microorganism is allocated to Risk Group 1. Please check the classification in your country.

Purchaser agrees to comply with all applicable laws and regulations when using, maintaining, and disposing the cell line or microorganism.

  1. Prices / Terms of Payment / Reservation of Title

2-1 The current prices of the current applicable price lists of trenzyme shall apply accordingly upon conclusion of the contract. The prices shall apply ex laboratory Konstanz. The costs for dispatch (packaging and transport) can be charged separately. Price information in a quotation is based on an estimate of the required scope of performance and is therefore not binding. Excepted from these are fixed-price agreements.

2-2 Invoices shall be due and payable within a deadline of 14 days after receipt without deduction. The statutory provisions shall apply in the event of default of payment.

2-3 The customer shall only be entitled to set off and retention with counter-claims if these are either undisputed or have been determined by law.

2-4 trenzyme reserves the right to the property of all delivered analysis reports and/or goods until all claims for payments already incurred on the date of the delivery against the customer have been satisfied in full.

  1. Subsequent performance in case of defects

3-1 trenzyme shall perform his work and services in accordance with the generally recognised standards of technology at the time the order is placed and with the customary due care and attention. trenzyme shall assume liability in case of a defect – insofar as technically possible – by repeating the work or service free of charge.

3-2 The customer shall only be entitled to the right for reduction or to withdraw from the contract if the subsequent performance according to 3-1 fails or is impossible for other reasons.

3-3 The claim for subsequent performance must be asserted in writing by the customer immediately after the defect has been determined.

  1. Liability and compensation

4-1 trenzyme shall be liable to an unlimited extent in accordance with the provisions under the Product Liability Act, due to a guarantee, in case of breaches of obligations due to wilful intent and gross negligence and in case of claims due to injury to life, body or health. Incidentally, trenzyme shall be liable, insofar as the customer is another company,

  1. in case of breaches of obligations due to slight negligence of his simple vicarious agents only if an essential contractual obligation shall have been breached,
  2. in case of breaches of obligations due to negligence, which shall not fall under Clause 1, in the amount as limited to the typical and foreseeable damages as per contract.

4-2 The regulations under 4-1 shall apply to all claims for damages, no matter upon which legal reason they are based.

4-3 Any personal liability no matter for what legal reasons of the vicarious agents of trenzyme towards the customer is limited to acts of willful intent and gross negligence.

4-4 In the event of default trenzyme shall be liable for the damages caused due to the delay only to the amount of the agreed remuneration for the service, with which trenzyme is in default, unless an absolute fixed transaction was agreed.

  1. Statute of limitations

The statute of limitations for claims is oriented towards the statutory regulations. Statute of limitations of one year shall apply for claims for defects from deliveries and services of trenzyme to other companies.

  1. Protection of the working results / Publications

6-1 trenzyme shall reserve the copyright to the services performed – insofar as these are suitable for this. The customer may only use an assessment, with all tables, calculations and other details prepared within the framework of the order for the purpose, for which it was determined in the agreement.

6-2 Prior written consent must be obtained from trenzyme for the publication and reproduction of assessments, attestations and of service brands of trenzyme for advertising and other business purposes also their use in parts. The same shall apply for the use for advertising purposes of the name/the company of trenzyme in public and/or towards third parties in connection with the preparation of an assessment or attestations.

  1. Customer Material and storage of samples

7-1 The customer shall supply to trenzyme any customer material in respect of which the services are to be performed and shall be responsible for giving trenzyme any necessary information relating to the services within a sufficient time to enable trenzyme to perform the contact in accordance with its terms.

7-2 Where in the opinion of trenzyme the customer material is for whatever reason insufficient or unsuitable for the purpose of enabling trenzyme to perform the services it shall advise the customer accordingly and the customer shall submit further and/or suitable customer material promptly at its expense.

7-3 Customer material is at the risk of the customer until received by trenzyme at its premises.

7-4 The customer shall comply with all applicable laws in relation to the transportation and packaging of any customer material supplied to trenzyme.

7-5 The customer must provide trenzyme all information of which he is aware with regards to any dangers in handling of customer material. He hereby assures that all samples and specimens in a stable condition and that they shall not pose any risk whatsoever. The customer shall be liable for all damages, injuries and cases of illness, suffered by trenzyme or one of his employees as a consequence of a breach of the aforementioned obligations.

7-6 The customer material shall remain in the property of the customer. If requested in writing before finishing of the individual services trenzyme shall (at the expense and risk of the customer) return customer material to the customer. trenzyme shall not otherwise be obliged to return any customer material to the customer and may destroy the customer material.

  1. Final provisions

8-1 It is not permitted to assign rights and obligations of the customer from the contract with trenzyme without the prior consent of trenzyme.

8-2 Insofar as nothing else is expressly agreed by the parties the registered seat of trenzyme shall be the place of performance for both contractual parties. Konstanz shall be the exclusive venue if the customer is a full merchant, legal entity under public law or is special assets under public law.

8-3 The legal relations between trenzyme and the customer are subject to the law of the Federal Republic of Germany.

8-4 In the event that individual provisions of these General Business Terms are either in whole or in part invalid then this shall have no effect on the validity of the remaining provisions. The invalid provision shall be replaced by another provision that shall reasonably fulfil the commercial purpose of the contract taking due note of the mutual interests of both parties.

  1. Processing of customer data

trenzyme shall be entitled taking into account the data protection act to save and process personal or commercial data of the customer, no matter whether they stem from him or a third party.

Any deviating or additional agreements, in particular business terms and conditions of the customer shall only become a part of the contract, if trenzyme has confirmed and acknowledged this in writing. The silence of trenzyme shall not be deemed as an agreement. Counter-confirmations of the customer with deviating conditions are hereby and now expressly objected to by trenzyme.