Terms and Conditions

BIOCRATES Life Sciences AG

1. General
In the absence of any additional written agreement, these Terms and Conditions are the only Terms and Conditions governing transactions between BIOCRATES Life Sciences AG and its CLIENT. Any alternative terms or conditions proposed 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 terms. Product delivery terms apply to services accordingly.

2. Conclusion of Contract
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. The order is binding on the CLIENT. Any contract modifications or amendments are invalid unless confirmed by BIOCRATES Life Sciences AG in writing.

3. Prices
Prices are quoted ex-works at Eduard-Bodem-Gasse 8, A-6020 Innsbruck, exclusive of VAT. Prices are based on current material and labor costs. Should these costs change, a surcharge on the prices may be made.

4. Contract Research Services
Contract Research services are provided according to our Contract Research directory of services which will be provided upon request.

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 (armed conflict, official interference or restriction on resources, delay in transportation and customs clearance, traffic hold-up, breakdown of machinery, lack of material and energy, labor difficulties and delayed delivery by suppliers. 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 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, and only if BIOCRATES Life Sciences AG is accused of a willful or grossly negligent breach.

Delivery, regardless of the type of shipping, is deemed to be successful when the products leave the premises at Eduard-Bodem-Gasse 8, A-6020 Innsbruck. If, without negligence on the part of BIOCRATES Life Sciences AG, delivery of products ready for shipping is not possible or not desired by the CLIENT, the products can be stored at the CLIENT’s cost and risk, and delivery shall then be deemed as performed. The agreed payment conditions shall remain unaffected.

6. Transfer of Risk
a) Shipment of the product/service is at the risk of the CLIENT at all times, regardless of the price agreed upon and even if BIOCRATES Life Sciences AG conducts or organizes the shipment.

b) If shipment from the premises of BIOCRATES Life Sciences AG at Eduard-Bodem-Gasse 8, A-6020 Innsbruck 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.

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% above the bank rate. 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. Bills of exchange are accepted only by special arrangement. Collection and discount fees shall be charged to the CLIENT.

The CLIENT is not entitled to withhold or offset payments on the grounds of warranty claims, damage claims or any other counterclaims. BIOCRATES Life Sciences AG accepts checks and bills of exchange only by special arrangement and only for purposes of payment. Collection and discount charges shall be charged to the CLIENT and settled by the CLIENT after notification by BIOCRATES Life Sciences AG without further delay. 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% above the bank rate or terminate the contract without prejudice to any claims for damages after giving a reasonable period of notice.

7. Payment Conditions
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, provide a security which is deemed suitable by BIOCRATES Life Sciences AG, b) without further notice if any bankruptcy proceeding is started against the CLIENT. Additionally, 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/services already delivered.

8. Reservation of Title
The services delivered to the CLIENT by BIOCRATES Life Sciences AG remain the sole property of BIOCRATES Life Sciences AG until the purchase price is effected in full and until all bills of exchange or checks have been cashed, including interests and costs involved in their collection. This right is reserved as long as BIOCRATES Life Sciences AG has any claims against the CLIENT resulting from other deliveries.

Techniques and methods developed by BIOCRATES Life Sciences AG may not be disclosed to third parties unless otherwise agreed in writing. The CLIENT may not exploit for any commercial purpose the know-how in connection with the services delivered by BIOCRATES Life Sciences AG unless otherwise agreed in writing. In the event of non-compliance, BIOCRATES Life Sciences AG reserves the right to impose a penalty (which may not be reduced at a judge’s discretion) of € 20,000 per breach as well as a premium for the disclosure of the know-how which is the intellectual property of BIOCRATES Life Sciences AG. However, BIOCRATES Life Sciences AG reserves the right to claim for additional damages.

9. Warranty
If the CLIENT complies with payment and other obligations towards BIOCRATES Life Sciences AG, BIOCRATES Life Sciences AG shall, according to the delivery terms, warrant the ordered services within the provisions underlying the legal transaction and the service properties described therein. Consumables shall be excluded from warranty. Warranty claims can only be asserted if the CLIENT provides written notification and proof of visible defects immediately after acceptance, and of invisible defects within three days after the defects were discovered. The warranty lasts for 6 months at most and starts at the time of risk transfer. 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. Materials provided by the CLIENT shall be delivered to BIOCRATES Life Sciences AG, Eduard-Bodem-Gasse 8, A-6020 Innsbruck at no cost to BIOCRATES Life Sciences AG. Any shipping or delivery fees shall be charged to the CLIENT. The CLIENT shall be liable for all provided materials.
The CLIENT shall bear the burden of proof for the defects of the contractually secured services. A warranty claim shall be limited to repairing or replacing the delivered service and shall in any event be limited to the invoice value of the delivered and defective item. Further claims against BIOCRATES Life Sciences AG by the CLIENT, particularly claims for direct or indirect consequential damage, are excluded. BIOCRATES Life Sciences AG shall cover the shipping expenses and the travel expenses of the personnel of BIOCRATES Life Sciences AG that may be incurred in order to repair or replace the defective items. BIOCRATES Life Sciences AG reserves the right to perform the warranty work at the CLIENT’s premises. Services replaced during the warranty period shall become the property of BIOCRATES Life Sciences AG. Defects resulting from negligence or misuse of the service by the CLIENT or third parties are excluded from warranty. BIOCRATES Life Sciences AG shall not be liable for damages caused by third parties. Additionally, reasonable wear and tear of the service or usual variations in the extent and/or quality of the delivered service shall not constitute a defect or non-compliance with the contract. Warranty is void if, without the written consent of BIOCRATES Life Sciences AG, any attempt to repair the delivered services by the CLIENT or an unauthorized third party has been made. Invoices for such repairs shall not be accepted. The original warranty period shall not be extended by any repair or replacement. Recommendations made by employees or representatives of BIOCRATES Life Sciences AG regarding the use of the delivered service are non-binding and offered as a guideline only. The CLIENT carries the risk as to whether the delivered service in a given case is suitable for its purpose. Thus, no warranty is made as to the applicability in a given case.

10. Damages
Any claims for damages against BIOCRATES Life Sciences AG are excluded unless the damage results from gross negligence or willful misconduct of BIOCRATES Life Sciences AG. Gross negligence does not include mere ordinary negligence; gross negligence is any act or failure to act which is in reckless disregard of harmful consequences which BIOCRATES Life Sciences AG knew or should have known could result from such act or failure to act. The liability of BIOCRATES Life Sciences AG shall in any case be limited to direct damage to the delivery. BIOCRATES Life Sciences AG cannot be held liable for damages to persons, for damages to goods that are not part of the contract, for loss of profit as well as for any consequential damages.

11. Intellectual Property Rights
BIOCRATES Life Sciences AG assumes no liability in the event of the goods infringing any third-party rights such as patent, copyright or trademark. 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 goods of BIOCRATES Life Sciences AG to third countries. The content of this document as well as all methods of resolution are the intellectual property of BIOCRATES Life Sciences AG. No part of this document may be transmitted or disclosed in any form. Any form of reproduction (photocopy, print, microfilm and other methods), copying, processing, modification or dissemination through electronic media requires the written consent of BIOCRATES Life Sciences AG. If new intellectual property rights concerning BIOCRATES’ kit technology and improvements of BIOCRATES’ analytical methods 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. All rights reserved.

12. Final Provisions
All messages, notifications, reminders, deadlines, notices of defects and other legal declarations between BIOCRATES Life Sciences AG and the CLIENT must be made in writing. Place of delivery and payment shall be the headquarters of BIOCRATES Life Sciences AG, even when delivery of the service is made at a different place, according to the agreement. 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. Any litigation arising directly or indirectly out of delivery 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.