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General Terms and Conditions of PROGEN Biotechnik GmbH

Maaßstraße 30, 69123 Heidelberg, Germany

Phone: +49 6221 8278-0; Fax: +49 6221 8278-24; Email: info@progen.de

Managing Director: Dr. Sven Kuhlendahl; Local court of Mannheim: HRB 332589;

VAT-ID: DE 143331003

- in the following referred to as "PROGEN" -

for the sale of goods

1 Scope

1.1 PROGEN does not deliver to consumers.

1.2 These terms and conditions exclusively apply to entrepreneurs, legal entities under public law and special funds under public law within the meaning of section 310 (1) of the German Civil Code (BGB).

1.3 The business relationship between PROGEN and the customer shall exclusively be subject to the following terms and conditions. Any deviating or additional terms and conditions of the customer shall not apply, unless PROGEN expressly agrees otherwise in writing.

 

2 Conclusion of agreement

2.1 The presentation of goods by PROGEN does not constitute a binding offer for the conclusion of a purchase agreement, but an invitation to the customer to make such an offer ("Order"). The customer may place Orders with PROGEN by telephone, fax and post as well as online via the web shop reachable under http://www.progen.de ("Website").

2.2 To place an Order via the Website, the customer can collect products in an electronic cart by clicking the button "Add to Cart". By clicking the "Place Order" button, the customer submits a binding offer for purchasing the products in the cart. Before submitting the offer, the customer may look at and change the order data at any time. The offer can only be submitted if the customer accepts these General Terms and Conditions and incorporates them in its offer by checking the box next to "I have read the General Terms and Conditions and agree with them".

2.3 PROGEN will confirm the receipt of the Order without undue delay to the customer ("Confirmation of Receipt"). If the Order was placed via the Website, the Confirmation of Receipt will be sent via email. Unless it provides for otherwise, the Confirmation of Receipt does not constitute an acceptance of the offer submitted by the customer. The purchase agreement only comes into effect upon the customer’s receipt of a separate declaration of acceptance of PROGEN ("Order Confirmation"). If the Order was placed via the Website, the Order Confirmation will be sent via email.

2.4 PROGEN will provide the customer with the text of the purchase agreement (Order, Order Confirmation and General Terms and Conditions) on a durable medium (e.g. email or hard copy) with or within a reasonable period after conclusion of the agreement, but no later than by the time of delivery of the products.

2.5 PROGEN stores the text of the purchase agreement, complying with applicable data protection requirements; the stored text is not accessible to the customer.

2.6 The purchase agreement is concluded in English language.

 

3 Delivery

3.1 Deliveries are – unless agreed otherwise – made at the customer's risk.

3.2 Stated delivery times and dates are – unless agreed otherwise – non-binding estimations.

3.3 General information on product-specific different delivery methods and usual delivery times can be found in the Order Process information published on the Website. The estimated delivery times indicated are calculated starting from the Order Confirmation of PROGEN.

 

4 Retention of Title

4.1 The ownership in the delivered products remains with PROGEN until full payment of all receivables of PROGEN arising from or in connection with the business relationship between PROGEN and the customer ("Retained Products"). The customer is not entitled to use or dispose of the Retained Products, unless expressly stated otherwise in the following.

4.2 The customer is entitled to use and resell the Retained Products in the ordinary course of business, as long as the customer is not in payment default. The customer herewith fully assigns any claims for payment resulting from such a resale to PROGEN. PROGEN is entitled to collect such claims in its own name and on its own account. PROGEN revocably authorises the customer to collect such claims in its own name but on PROGEN’s account as long as the customer is not in payment default. If the Retained Products are accessed by any third party, the customer must inform the third party of PROGEN's ownership and PROGEN in writing without undue delay. The customer has a right to the release of the securities to the extent the realisable value of the securities exceeds the open secured receivables of PROGEN by more than 20%; PROGEN is entitled to determine the securities to be released.

 

5 Prices and delivery costs

5.1 All prices are stated exclusive of the respective applicable statutory value added tax.

5.2 The delivery of the products shall – unless to the extent agreed otherwise – be made on the customer's costs.

5.3 General information on the expected delivery costs can be found in the Order Process information published on the Website.

 

6 Payment terms

6.1 The payment of the purchase price is due upon conclusion of the agreement.

6.2 The customer may make the payment via bank transfer or credit card (Visa or Mastercard accepted). 

6.3 From an order value of EUR 1500.00 (excluding value added tax), PROGEN only delivers against prepayment or cash on delivery; the choice between these two payment methods may be made by the customer.

6.4 PROGEN is entitled to refuse any performance it is obliged to deliver under the business relationship or to deliver performance only against advance payment as long as the customer is in default of its payment obligations. The customer is only entitled to exercise rights to set-off or retention if its counterclaim is undisputed or bindingly determined in court.

6.5 If PROGEN is obliged to deliver advance performance, the performance may be denied – without it being a case of default – as far as circumstances arise after the conclusion of the agreement leading to the conclusion that the customer will not be able to fulfil its obligation in return, in particular its payment obligation. In this case, PROGEN is entitled to set an appropriate period within which the customer has to either concurrently pay for the delivery of the performance or to furnish security. If the customer fails to do within this period, PROGEN is entitled to withdraw from the agreement and to demand compensation for the damage caused or reimbursement for frustrated expenses.

 

7 Rights arising from defects

7.1 PROGEN is liable for defects in accordance with the applicable statutory provisions, unless agreed otherwise in the following.

7.2 In order to preserve potential rights arising from defects, the customer is obliged to notify PROGEN in writing of obviously recognisable defects within 5 working days after delivery and of hidden defects no later than 5 working days after detection.

7.3 In the context of any potential right of the customer to supplementary performance, PROGEN is entitled to choose between rectification of the defect and delivery of a new product that is free of defects. The limitation period for any rights arising from defects shall be 12 months starting from delivery.

7.4 Clauses 7.2 and 7.3 shall not affect any rights arising from defects in case of supplier's recourse (478, 479 German Civil Code), fraudulent concealment of defects, guarantees and intent.

7.5 Claims for damages of the customer against PROGEN in cases of defects shall solely be subject to Clause 8.

 

8 Liability

8.1 PROGEN, its legal representatives (gesetzliche Vertreter) as well as agents and assistants (Erfüllungsgehilfen) shall be liable in accordance with statutory laws for damages in case of

(a) any fraudulent concealment of any defects;

(b) grossly negligent or intentional conduct;

(c) injury of life, body or health; and

(d) damages caused by payment default resulting from the costs of prosecution (288 (6) BGB).

8.2 Also beyond the cases set out in Clause 8.1, PROGEN, its legal representatives as well as agents and assistants shall be liable for damages resulting from a culpable breach of material contractual obligations. However, this liability shall be limited to the damage which was foreseeable for PROGEN on the basis of the circumstances known to PROGEN at the time of the conclusion of the agreement. Material contractual obligations are contractual obligations which need to be fulfilled in order to achieve the purpose of the agreement or the breach of which endangers achieving of the purpose of the agreement and the fulfilment of which the customer may therefore regularly rely on.

8.3 Any liability for damages of PROGEN, its legal representatives as well as agents and assistants – irrespective of the legal grounds – beyond the above Clauses 8.1 and 8.2 shall be excluded.

 

9 Approval, distribution and export restrictions

The products of PROGEN may be subject to statutory license, distribution or export restrictions. In particular, the PROGEN in vitro diagnostic products (IVD) are only licensed for resale in EU Member States, EFTA-countries and Turkey. The relevant restrictions may be found in the respective product description. The customer is obliged to comply with any applicable restrictions.

 

10 Final Provisions

10.1 Any agreements between PROGEN and the customer shall be exclusively governed by German Law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

10.2 Place of jurisdiction for all disputes arising from or in connection with the business relationship between the customer and PROGEN shall be Heidelberg, Germany. The mutual right of either party to file claims against the other party at its general place of jurisdiction shall remain unaffected hereby.

10.3 If individual provisions of this agreement are legally ineffective, the remainder of the agreement is not affected thereby. The ineffective provisions shall be replaced by applicable statutory law. If this should place undue hardship on one contracting party, the agreement shall become ineffective as a whole.


Version: April 2016