- 171 kBGeneral Terms and Conditions of Delivery and Services
1. General
1.1. The following General Terms and Conditions of Delivery and Services (hereinafter “Terms”) form an integral part of the agreement. The Terms shall only apply to business with business customers such as commercial entities, research institutions and clinics, but do not apply to individual customers.
1.2. The Terms are of exclusive validity; we refuse to recognise opposite or diverging terms and conditions of the business customer, unless we have expressly agreed in writing to their validity.
1.3. The Terms shall also apply for future deliveries or services without the necessity of repeating reference on the occasion of such future business.
2. Conclusion of Agreement
2.1. SIRS-Lab will regularly draw up a binding offer. SIRS-Lab shall be bound to this offer for a period of 18 days as of the date shown on the offer document. The agreement will be concluded upon receipt of customers order in writing, by fax or by e-mail within this term.
2.2. If, departing from this normal case, no binding offer has been submitted by SIRS-Lab prior to customer's order, the agreement will come into being upon receipt of our order confirmation in writing, by fax or e-mail or by delivery in complete accordance with customers order.
2.3. Oral agreements or oral supplements to the agreement are not binding.
3. Know-how Agreement, Right to Use, Publications
3.1. The Products sold and Services rendered by SIRS-Lab are exclusively left to the customer for research purposes. Any commercial use, including but not limited to resale and paid use or paid diagnostics, is hereby expressly objected to. The transmittal of the biological know-how sold in form of our Products or of the clone lists to a third party is prohibited in any form. SIRS-Lab shall not be liable for any use of the Products or the results of Services outside the permitted use.
3.2. The use of the Products and the results of Services shall be limited to the territory of the European Union.
3.3. SIRS-Lab is not obliged to disclose the biochemical structure of its Products to the customer.
3.4. Nothing shall be deemed to grant a license (unless software, clause 4.1.) neither in respect of the Products nor intellectual property unless otherwise agreed expressively in writing.
3.5. The Products are sold and the Services are rendered for a single use exclusively through the contracting customer.
4. Software, Licenses
4.1. As far as software is included in the sale, the customer shall acquire an ordinary, non-exclusive and non-transferable license for use.
4.2. The customer and any third party may not modify the software in any way; this refers especially to its development, decompilation or disassembly.
4.3. The resale or any other transmittal of the software, including the product-specific templates, to third parties is not allowed.
5. Third Party Rights, Indemnification
The customer guarantees that the use of the Products and the results of Services does not infringe the intellectual/industrial property of any third party. The customer shall indemnify, defend and hold harmless SIRS-Lab from and against any legal claim directed toward SIRS-Lab by third parties based on the infringement of intellectual/industrial property, caused by customer´s use of the products or results of services, to that extend as the customer is responsible for the infringement.
6. Publication
Any publication achieved with SIRS-Lab´s Products or results of Services must refer expressively to the use of Products of or results of Services rendered by “SIRS-Lab GmbH, Germany".
7. Contractual Penalties
7.1. Each case of an unauthorised transmittal or commercial use of our know-how in terms of clause 3 will be punished with a contractual fine of 25,000.00 EURO. The penalty is subject to a reduction by the court of jurisdiction to a reasonable extent if the violation of the restriction to use appears of minor relevance to the business of SIRS-Lab.
7.2. Any violation of the provision under clause 4.3 leads to a contractual fine of 10.000 EUR. The sentence 2 of clause 7.1. shall apply.
7.3. SIRS-Lab shall be entitled to compensation of damages in the cases of clause 7.1. or clause 7.2. to the extent that such damages exceed the contractual penalties.
8. Delivery, Passage of Risk
8.1. The delivery periods indicated by SIRS-Lab are estimations of the approximate date/week of delivery, unless expressly specified as firm dates in writing. SIRS-Lab supposes regularly a not binding delivery time of 3 weeks commencing from the conclusion of the agreement under the precondition that the customer has fulfilled its own commitments.
8.2. Binding terms are considered as complied with as soon as the Product has left SIRS-Lab works.
8.3. The observance of binding delivery times is subject to correct and timely performance of our suppliers.
8.4. We have the right to make partial deliveries.
8.5. SIRS-Lab may, at its discretion, present the results of rendered Services solely by e-mail to the customer. The delivery of such results in any other form is not required if done so.
8.6. The products will be forwarded for the account and at the risk of the customer. The risk passes on leaving works of SIRS-Lab. This also applies to partial deliveries.
8.7. SIRS-Lab insures the Products against loss or damage only on request of the customer at its expense and according to its specifications.
9. Terms of Payment and Reservation of Title
9.1. The prices agreed upon are in EURO plus the current value-added tax, packing, transportation, insurance and customs duties.
9.2. Payments are to be made without deduction within 14 days. The time frame is determined by the issue date printed on the invoice and the receipt of the value on the accounts of SIRS-Lab.
9.3. SIRS-Lab may invoice partial deliveries separately.
9.4. SIRS-Lab shall be free to charge payments against other debts of the customer, in spite of customer´s statements to the contrary.
9.5. The customer shall be entitled to set-off or retention only in the event that its counterclaim has not been contested or has been recognised by final judgement.
9.6. SIRS-Lab may refuse temporarily delivery if a substantial deterioration of customer´s creditability comes to the attention of SIRS-Lab, Such a case is assumed when customer´s payments are delayed more than 30 days after expiry of the period under clause 9.2.
9.7. Title to the goods shall not pass until all claims arising from the entire business relationship between SIRS-Lab and the customer are satisfied completely. If the value of all securities exceed 120 % of all outstanding claims , SIRS-Lab shall release a corresponding part on demand of the customer.
10. Warranty and Liability
10.1. SIRS-Lab only grants a limited warranty for the accordance of the Products to the issued Product description and the state of the art. The parameters specified in our brochures, product sheets, offers or on our website are approximate data estimations. Such parameters do not constitute a binding guarantee respectively such parameters unless stated otherwise in writing.
10.2. SIRS-Lab does not warrant that the Products are suitable to achieve specific results or purposes by customer´s research unless otherwise agreed in writing.
10.3. Obvious defects of the Products at the time of delivery must be notified to SIRS-Lab in writing without delay, but not later than 3 working days after receipt, but in any case before application and use of the products. Any wrongful notice of defects entitles SIRS-Lab to compensation for the expenses incurred, including Attorney´s fees.
10.4. SIRS-Lab warrants the adherence of customer´s specifications if the agreement is concluded to manufacture Products according to customer´s specifications.
10.5. No warranty is given for faults resulting from inappropriate or improper use of our products or from improper storage.
10.6. The customer shall be solely responsible to verify the fitness of the Products for its purposes and for the results obtained with our products. Any hints given by SIRS-Lab in relation to different approaches to use the Products or the results of Services for customer´s research project are recommendations only without obligation, unless supplemental advice forms an express part of the agreement in writing.
10.7. SIRS-Lab is not liable that delivered software is compatible with other software of the customer. Considering the current state of technology, software faults cannot absolutely be excluded.
10.8. If SIRS-Lab permits access to its equipment and machinery in order to provide the customer a platform to pursue its research aims, the customer will perform the examinations and obtain the results on its own responsibility. SIRS-Lab is only liable for the proper functioning of equipment and machinery.
10.9. SIRS-Lab is always liable for damages suffered due to intention, gross negligence and subject to causes of action not requiring culpable acting (e.g. product liability).
10.10. The liability for damages based on mere ordinary negligence is excluded unless a case of culpable injury of life, body, health, of fraudulent concealment of defects or strict liability under the Product Liability Act arises. In deviation on to that exclusion, SIRS-Lab remains liable for mere ordinary negligence in case of a infringement of essential obligations under the agreement to the restriction that only agreement-typical, foreseeable damages are to be compensated. Whether damage was foreseeable or not shall be determined by the information given to SIRS-Lab at the time of conclusion of the agreement. As a rule, the upper limit for this liability is the net invoice value of the affected delivery.
10.11. The exclusion and limitation of compensation duties shall also apply to the direct liability of employees of SIRS-Lab.
10.12. The claims of the customer because of faulty Products and rendered services are subject to limitation of one year. (time - barred one year after receipt). This limitation shall not apply to damages causes by fraud; intention; gross negligence; the injury of live, body or health and strict liability. In such case, the statute of limitation as provided in the German Civil Code shall apply.
11. Choice of Law, Jurisdiction
11.1. The entire agreement shall be construed and governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
11.2. In the case of any dispute out of or in relation to this agreement, such dispute must be submitted to the courts of Germany at the seat of SIRS-Lab in Jena as the courts with exclusive jurisdiction. In deviation hereof, SIRS-Lab shall be entitled to file for temporary or preliminary injunction to the court of jurisdiction at the seat of the customer.
12. Miscellaneous
12.1. SIRS-Lab stores the data of the business relationship electronically.
12.2. The place of performance of the mutual obligations under the agreement is the seat of SIRS—Lab in Jena.
12.3. Any transfer of rights and duties arising from the present agreement is subject to the approval of SIRS-Lab.
12.4. If one or more provisions contained herein are of no effect, the validity of the remaining provisions shall not be affected thereby. The ineffective provision will be substituted by a provision that is as close as possible to the economic interest of the parties.