Terms and conditions

biocrates life sciences ag

 1. General

These terms and conditions are the only terms and conditions governing transactions between biocrates life sciences ag and the client, hereafter also these “terms”. Any alternative terms or conditions imposed or incorporated, or which are implied by trade, custom, practice or course of dealing by the client shall not apply unless expressly agreed in writing by biocrates life sciences ag. This particularly applies to the client’s order and purchase terms and conditions if they conflict with these terms or exclude specific provisions of these terms.

These terms apply to all future business relations, even if no express reference is made to them in the individual case.

2. Conclusion of contract and prices (no online shop)

The contract is deemed to be concluded when biocrates life sciences ag provides written confirmation of the order to the client after receipt of order. biocrates life sciences ag has to provide written confirmation within five (5) business days after receipt. The order is binding for the client. Any contract modifications or amendments are invalid unless confirmed by biocrates life sciences ag in writing (e-mail is deemed to be sufficient) and unless any further confirmed changes have been proved.

3. Opening a client account; processing of client’s personal data and conclusion of contract (online shop)

In the online shop of biocrates life sciences ag – MyBiocrates – the client may order products and services or request a quote after opening a client account. With a client account the client must not enter its personal data every time the online shop is being used, but the client may log on to its client account with its e-mail address and its password before or during the order process. The client will not be obliged to buy any of the products or services offered only due to its registration.

For information on the processing of client’s data, please read biocrates life sciences data protection information, which can be found under the following link https://biocrates.com/privacy-policy. During the client’s application for registration, a personal user name and a password has to be choosen. The client is obliged to keep the password secret and not to disclose it to third parties, i. e. persons outside of the client or persons in the client’s company who do not have power of representation.

The client may delete its registration under „My account“ at all times. If personal information of the client changes, the client is responsible for updating and to contact the customer service.

The presentation of the products and services in the online shop of biocrates life sciences ag – MyBiocrates – does not constitute a legally binding offer, but merely an invitation to place orders (invitatio ad offerendum).

By clicking „Submit Order“ in the last step of the order process, the client submits a binding offer for booking of the products and services listed in the order overview. Immediately after submitting the order, the client will receive a confirmation of offer received, which however does not yet constitute the acceptance of the offer if this is in line with the chosen payment option. An Agreement comes into existence between the client and biocrates life sciences ag as soon as the booking has been accepted and confirmed by means of a separate e-mail, which includes in the headline the wording “Order Confirmation”, hereinafter also the “Order confirmation”. The client is advised to regularly check the spam folder of its mailbox.

To place an order, start by placing the desired products and/or services in the shopping cart. There you may modify at all time the desired quantity or delete products and/or services completely. If you have placed products and/or services in the shopping cart, by clicking on the buttons „Next“ you will be forwarded to a web page where you may enter your data and then you may choose the payment method. You can review your input on the overview page that will open up. To correct input errors (e.g. with respect to the payment method, data or quantity), click „Edit“ next to the respective field. To cancel the order process, you can simply close your browser window. By clicking the confirmation button „Submit Order“, your declaration becomes binding in the meaning of this section of these terms.

The client will receive the contractual provisions of the Agreement together with information on the services booked and/or products ordered including these terms or together with the order confirmation. biocrates life sciences ag does not store the contractual provisions for the client.

Any further contract modifications or amendments are invalid unless confirmed by biocrates life sciences ag in writing (e-mail is deemed to be sufficient) and unless any further confirmed changes have been proved.

4. Prices

Prices are quoted ex-works (Incoterms 2020) at Eduard-Bodem-Gasse 8, 6020 Innsbruck, Austria exclusive of VAT. Fees incurred as quoted are exclusive of VAT. Any additional information for the sale via online shop will be stated on biocrates life sciences ag’s website or on Mybiocrates.

biocrates life sciences ag is entitled to change its prices at any time before sample delivery and if the offer is older than six months. The client must be notified in writing (e-mail is deemed to be sufficient) of such a change. The client has the right to cancel the Project within two weeks of such notice. If there is no cancellation the client agrees to the new prices.

5. Delivery

Any delivery dates, unless otherwise expressly confirmed in writing, are given as estimates and are subject to change. Compliance with (confirmed) delivery dates by biocrates life sciences ag requires the client’s timely provision of appropriate documentation or material, particularly samples.
Deliveries are conditional on the client accepting a margin of 10 percent on over or under-delivery unless otherwise agreed in writing. biocrates life sciences ag reserves the right to make and charge part or advance deliveries.

Delivery terms are subject to the occurrence of events beyond reasonable control due to force majeure (inter alia armed conflict, health crisis, official interference or restriction on resources, delay in transportation and customs clearance, traffic hold-up, breakdown of machinery, lack of material and energy, laboratory difficulties and delayed delivery by suppliers based on similar reasons of force majeure as described herein). Lack of material particularly includes non-delivery, delayed delivery or poor quality of the materials required by biocrates life sciences ag to complete the order. If any of the above circumstances arise, biocrates life sciences ag shall be entitled to extend the delivery date or terminate the order according to the extent and duration of these circumstances and their consequences, without allowing the client to terminate the contract or claim for damages.

If biocrates life sciences ag fails to comply with the delivery terms, the client may terminate the contract only if a reasonable notice of at least two weeks is given to remedy the breach. In the case of delayed delivery, except in cases of deliberate intent or gross negligence, liability of biocrates life sciences ag is limited to 0.5% of the net price or the fee for each commencing week of delay but in total the liablility for delay is limited to a maximum of 5 % of the net price or the fee. Only if biocrates life sciences ag is accused of a willful or grossly negligent breach the matter is governed by statutory liability provisions.

Delivery, regardless of the type of shipping, is deemed to be successful when the products and/or services leave the premises at Eduard-Bodem-Gasse 8, 6020 Innsbruck, Austria. If, without negligence on the part of biocrates life sciences ag, delivery of products and/or services ready for shipping is not possible or not desired by the client, the products and/or services can be stored at the client’s cost and risk, and delivery shall then be deemed as performed.

6. Transfer of risk

Shipment of the products and/or service is at the risk of the client at all times unless otherwise agreed in writing, regardless of the price agreed upon and even if biocrates life sciences ag conducts or organizes the shipment.

If shipment from the premises of biocrates life sciences ag at Eduard-Bodem-Gasse 8, 6020 Innsbruck, Austria is delayed for reasons biocrates life sciences ag is not responsible for, the risk shall pass to the client from the date the client is notified that the product is ready for delivery.

7. Payment conditions/ no withholding or offset for client

Payment of the invoice, unless otherwise agreed, is due in full within 30 days from the invoice date. If payment of the price is not made by the due date, biocrates life sciences ag shall be entitled to charge default interest at a rate of 10% per annum above the Base Interest Rate of ECB. In the event of overdue payment, the client undertakes to pay a surcharge of € 5 (excluding postage) per reminder as well as the collection agency costs at the rate according to the current regulation. Collection fees shall be charged to the client.

The client is not entitled to withhold or offset payments on the grounds of damage claims or any other counterclaims, unless such claims are based on final judgments or court orders or have been explicitly acknowledged.

biocrates life sciences ag reserves the right to offset any money held against invoices outstanding.
Incoming payments shall first be credited to the interest and then the principal; older arrears shall be paid before the more recent ones. If the client is in arrears with payment or any other contractual obligation, with or without negligence, biocrates life sciences ag may either insist on the fulfillment of the contract and a) postpone the fulfillment of its own obligations until such payments or obligations have been performed by the client, b) recover the total outstanding amount (payable immediately) and, c) when due, charge default interest at a rate of 10% per annum above the Base Interest Rate of ECB or terminate the contract without prejudice to any claims for damages after giving a reasonable period of notice.

8. Additional rights based on credit history

Additionally, biocrates life sciences ag reserves the right to terminate the contract, (a) if the client’s ability to pay is in doubt and if the client, upon the demand of biocrates life sciences ag, does not make an advance payment or, before delivery, provides a security which is deemed suitable by biocrates life sciences ag, (b) without further notice if any bankruptcy proceeding is started against the client.

Further, if bankruptcy proceedings are taken against the client or if the client discontinues payment, all overdue accounts shall be due immediately. biocrates life sciences ag may also terminate the contract for the reasons specified above in the case of incomplete delivery. In the event of termination by biocrates life sciences ag, without prejudice to any claims for damages by biocrates life sciences ag, services (or part thereof) already performed shall be settled and paid according to contract. However, biocrates life sciences ag reserves the right to reclaim products and/or services already delivered.

9. Reservation of title

The services and/or products delivered to the client by biocrates life sciences ag remain the sole property of biocrates life sciences ag until the purchase price for said services and/or products is effected in full, including interests and costs involved in their collection.

The client is entitled to onward sale of the purchased item in compliance with allowed use of the products in the proper course of its business operations, however, not to pledge or transfer title as security or undertake other extraordinary disposals. The client is obliged to impose retention of title on its purchasers and to comply with allowed use.

The client hereby assigns to biocrates life sciences ag all existing and accruing proceeds of onward sale, in the amount of the final invoice amount (including VAT) of biocrates life sciences ag claims regardless of whether or not the purchased item has been sold with or without further processing. biocrates life sciences ag hereby accepts this assignment.

The client is revocably authorised to collect the aforementioned receivables from its purchasers in its own name for our account, provided that the client continues to meet its payment obligations towards biocrates life sciences ag. The client pays the costs of collecting the receivable. The proceeds accruing to biocrates life sciences ag must be paid to them without delay. biocrates life sciences ag’s right to collect on the claims themselves is not prejudiced by this. biocrates life sciences ag does however restrain not to collect on the claims as long as the client complies with its payment obligations from the proceeds collected, is not in default of payment, in particular, does not suspend its payments or files for bancruptcy.

Where this is however the case, biocrates life sciences ag may demand that the client discloses the assigned claims and the latter’s debtors to biocrates life sciences ag, provides all information needed for collection, surrenders the relevant documents and informs the debtors (third parties) of the assignment. The client must cooperate in all measures required to secure the rights of biocrates life sciences ag.

biocrates life sciences ag is entitled to notify third parties of the assignment and to issue instructions. client undertakes any processing on biocrates life sciences ag’s behalf without establishing any obligations on biocrates life sciences ag.

Any attachments by third parties of the products supplied under retention of title or of any other receivables assigned to biocrates life sciences ag, seizures of the retained title products or other forms of attachment by third parties must be notified to biocrates life sciences ag in writing without delay giving the name and address of the seizing or attaching third party.

In case of actions by the client in breach of the contract, in particular in default of payment, biocrates life sciences ag will be entitled to repossess the purchase item. After repossession of the purchase item biocrates life sciences ag are entitled to liquidate its value. The client must tolerate the sale and grant access to its office and business premises for this purpose. Repossession of the purchase item by biocrates life sciences ag does not constitute cancellation of the contract. If biocrates life sciences ag has specified a certain period for performance with threat of rejection thereafter, and if biocrates life sciences ag then sells the products, the client is liable to pay biocrates life sciences ag the difference between the selling price to the client and the proceeds of sale. Furthermore, the client pays the costs of repossession.

The client pays all costs necessarily expended in order to cancel the attachment or recover the products or purchased items. The title is also valid against the freight forwarder to whom the products are handed over on behalf of the client or at biocrates life sciences ag’s request.

10. Warranty (Gewährleistung)

biocrates life sciences ag warrants that the results of the products and/or services comply with the contractual stipulations and are free of defects that nullify or reduce their usefulness. The warranty period (Gewährleistungsfrist) is 12 months after the products and/or services have been delivered.

biocrates life sciences ag shall also be liable for services obtained from subcontractors, but only within the warranty period given by the subcontractors and only in the way that the warranty claims against the subcontractors are assigned to biocrates life sciences ag upon request.

biocrates life sciences ag is not liable for the success of its services, particularly not for the economic success. biocrates life sciences ag is liable exclusively for diligently performing the services ordered.

biocrates life sciences ag is required to apply the diligence of a prudent businessman in performing the duties assigned to him. For online services the responsibility of biocrates life sciences ag extends only to the network access point between biocrates life sciences ag’s systems and the Internet, but not to the client’s systems and data transmission lines beyond that point.

Recommendations made by employees or representatives of biocrates life sciences ag regarding the use of the products and/or services are non-binding and offered as described in the appropriate guideline only. The client carries the risk as to whether the delivered service and/or products in a given case is suitable for its purpose. Thus, no warranty is made as to the applicability in a given case.

Additionally, reasonable wear and tear of the products and/or service or usual variations in the extent and/or quality of the delivered products and/or service shall not constitute a defect or non-compliance with the contract.

The client bears the burden of proof for the existence of a defect. biocrates life sciences ag is therefore only liable for defects which can be proven by the client. The client has to report defects in a comprehensible manner promptly in writing to biocrates life sciences ag, stating the information that enables the defects to be recognised. The client is required to help biocrates life sciences ag insofar as necessary to eliminate the defects.

If no notification of defects (Mängelrüge) is made within a reasonable period of time, all warranty claims, claims for damages due to the defect itself as well as due to an error regarding the absence of defects in the item shall lapse.

In the event that defects are remedied biocrates life sciences ag is obliged to bear all expenses required for the purpose of remedying the defects provided that these are not increased due to the fact that the purchased products and/or services has been taken to a place other than the place of delivery or performance. Expenses are, in any case, limited to the amount of the selling price or remuneration. The return transport of products and/or service complained about is permitted only with written consent (including e-mail) of biocrates life sciences ag. The client must advance the freight costs. biocrates life sciences ag shall refund the transport costs only if the notice of defects proves to be justified.

biocrates life sciences ag can invoice to the client the expenses for defects, which prove to be not justified. The foregoing sentence does not apply to non-defects, of which the lacking defect could not be detected by the client.

biocrates life sciences ag reserves the right to perform the warranty work at the client’s premises. The during the warranty period replaced products shall become the property of biocrates life sciences ag.
biocrates life sciences ag reserve the right to perform any warranty activities only if the client has paid all due amounts. Without limiting the foregoing, the client has the right to withhold such amount which is reasonable and appropriate for in comparison to the defect of the delivered products.

Should one attempt by biocrates life sciences ag to rectify the defects fail, the client is entitled to assert his right to cancel the contract, reduce the remuneration or is under the section 10 and 11 entitled to claim damages.

Warranty is void if, without the written consent of biocrates life sciences ag, any attempt to repair the delivered products and/or services by the client or an unauthorized third party has been made. Invoices for such repairs shall not be accepted.

11. Limitation of liability

Nothing in these terms and Conditions shall limit or exclude biocrates life sciences ag’s liability for:
— death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
— fraud or fraudulent misrepresentation;
— damages caused by defective products and/or services under the Product Liability Act (Produkthaftungsgesetz) for which biocrates life sciences ag maintains appropriate product liability insurance, details of which shall be provided to the client following request.

Subject to section 10 biocrates life sciences ag shall under no circumstances whatever be liable to the client, whether in contract, tort, or otherwise, for any loss of profit; loss of goodwill; loss of business; loss of business opportunity; loss of anticipated savings; loss or corruption of data or information; special, indirect or consequential damage or other loss arising under or in connection with the contract.

Without prejudice to section 10 biocrates life sciences ag’s total liability to the client in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid by the client under this contract.

12. Intellectual property rights and indemnification

If new intellectual property rights concerning biocrates life science ag’s kit technology and improvements of biocrates life sciences ag’s analytical methods, database and assays are generated during a project, biocrates life sciences ag shall exclusively own them and can claim them for itself and register them, unless otherwise agreed in writing (including e-mail). All rights reserved.

The client acknowledges that, in respect of any third party intellectual property rights in the services, if there are any, the client’s use of any such intellectual property rights is conditional on biocrates life sciences ag obtaining a written license from the relevant third party on such terms as will entitle biocrates life sciences ag to license such rights to the client.

The client will be fully responsible for legal and ethical liability and the source of the samples provided. In this respect, the client shall indemnify biocrates life sciences ag against any third party claims. To avoid infringement of intellectual property rights, particularly patent or trademark rights, the client may not export the products of biocrates life sciences ag to third countries, which are not approved by biocrates life sciences ag.

13. Data protection

The client is advised that biocrates life sciences ag will collect, process and utilize personal and user data for sales via online shop as described in biocrates life sciences ag’s data privacy statement which is set out in https://biocrates.com/privacy-policy.

The client is regarded as “controller” and biocrates life sciences ag is regarded as “processor” as defined in Article 28 of the EU General Data Protection Regulation (EU-GDPR) if a minimum of one of the individual groups as listed below is affected: a) User within the client’s organisation, where biocrates life sciences ag generates statistic information on their user profile to facilitate the execution or the preparation of user agreements, b) User within the client’s organisation where their log-in procedure is executed either via log-in dialogue or via Single Sign-on (SSO).

biocrates life sciences ag is authorized to process personal data only to the extent as required to ensure compliance with contractual obligations. Processing of personal data for other purposes shall not be permitted.

biocrates life sciences ag will ensure that all individuals entrusted with processing personal data will be subject to a commitment to safeguard secrecy of data and compliance with data protection laws. The client undertakes to keep confidential all data obtained from biocrates life sciences ag’s domain in conjunction with the execution of contractual obligations.

biocrates life sciences ag undertakes to implement all acts referred to in Article 32 of the EU-GDPR to ensure full security of data management and to achieve a level of data protection which shall be in due proportion to the risk associated therewith; the client shall receive evidence on such action. Upon demand of the client biocrates life sciences ag shall support the client in relation to exercising the “rights of the data subject” as set out in Articles 12-23 and 32-36 of the EU-GDPR.

Upon completion of the contractual obligations biocrates life sciences ag shall, unless dictated otherwise by law, be required to delete or transfer to the client personal data in accordance with instructions that the client shall provide for such purpose.

14. Final provisions

Where a provision of this contract is or becomes void the legal effect of the remaining provisions will not be prejudiced. The void provisions will be substituted by a provision that as closely as possible corresponds to the sense and purpose of the void provision.

All agreements made between biocrates life sciences ag and the client for the purpose of performing this contract must be documented in writing (including e-mail). Written form also applies to rescission, amendment or supplement to this requirement (including e-mail).

All appendices, if applicable, to this contract form an integral part of this contract.

Wherever this contract includes English terms after which either in the same provision or elsewhere in this contract German terms have been inserted in brackets and/or italics, the respective German terms alone and not the English terms shall be authoritative for the interpretation of the respective provisions.

All legal relationships arising from transactions between biocrates life sciences ag and the client shall be exclusively governed by Austrian law, excluding the principles of conflict of laws, as expressly agreed between the parties, unless applicable law is otherwise agreed in writing. The United Nations Convention for Contracts on the International Sale of Goods (CISG) is not applicable. Place of performance for all deliveries, products and services is Innsbruck, Austria.

Any litigation arising directly or indirectly out of delivery of products and/or services provided by biocrates life sciences ag shall be pursued by the court competent for the subject matter in Innsbruck, Austria. However, biocrates life sciences ag reserves the right to apply to any competent court.