Ordering Conditions and Conditions of Sale and Delivery

General
These Ordering Conditions and Conditions of Sale and Delivery shall apply to any and all contracts, deliveries and other services concluded, provided or rendered by micromod Partikeltechnologie GmbH, Friedrich-Barnewitz-Str.4, D-18119 Rostock (hereinafter referred to as "micromod"), vis-à-vis its customers. They also apply, as amended, in the form of a master agreement to any and all future contracts for the sale and/or delivery of goods that are concluded with the same customer, without micromod being required to make reference to them in the individual case; micromod shall inform the customer in any such case promptly of any amendments of the Ordering Conditions and Conditions of Sale and Delivery.

These Ordering Conditions and Conditions of Sale and Delivery do not apply to contracts concluded with consumers.

Any deviating provisions of the customers do not apply, unless micromod has consented to these in writing. This requirement to grant consent applies in any case, for instance also when micromod, having regard to the General Business Conditions (AGB) of the customer, executes delivery to the customer without reservations. Agreements concluded with the customer on a case-by-case basis (including subsidiary arrangements, supplements and amendments) in any case take precedence over these Ordering Conditions and Conditions of Sale and Delivery. For the contents of such agreements, a written contract or the written confirmation by micromod shall be authoritative. Legally relevant declarations and notifications that have to be made by the customer vis-à-vis micromod after the conclusion of the contract (e.g. setting of time limits, reminders, cancellation), must be given in text form be to legally valid.

Prices and Shipping Charges
All prices are quoted strictly net; they do not include value added tax at the statutory rate.
All listed prices are to be understood free carrier (FCA - Free Carrier) in accordance with the INCOTERMS 2010. We ship worldwide with courier services such as UPS and DHL. In those cases, the DAP conditions apply (Delivered At Place). In some countries, import duties or taxes may be levied at the expense of the customer.
Shipping charges are charged at flat rates: Germany: free of charge, Europe: €25; USA: US$60; other countries worldwide: €70 or US$ 100.

Conclusion of Contract
Offers by micromod GmbH are exclusively addressed to merchants/ entrepreneurs or legal entities under public law or to a public-law special fund in accordance with section 14 BGB (German Civil Code). Orders submitted by customers are considered offers for the conclusion of a purchase contract. Orders can be submitted via the online-shop, by email or telefax. The binding purchase contract comes into force only when micromod accepts the order submitted by the customer by means of an order confirmation. Any and all offers of micromod GmbH are subject to change without notice and non-binding (so-called "invitatio ad offerendum"), unless they have expressly been marked as binding or contain a particular term of acceptance. The written order confirmation, including these Ordering Conditions, is solely authoritative for the legal relationships between micromod and the customer.

Method of Payment

The payment term is 30 days after the conclusion of the contract, without any deductions. The customer may pay the purchase price by bank remittance (Commerzbank Germany, IBAN: DE 08 1304 0000 0132 2262 00, BIC: COBADEFFXXX) or crossed cheque. Moreover, cheques are accepted conditionally only by micromod. In the case of bank remittances from abroad, the customer always has to bear the bank charges that are incurred. In addition, we accept payment by credit card (VISA and MASTERCARD).

Storage
We recommend storing the products in accordance with the TDS (Technical Data Sheet) and the Delivery Note. Please do not freeze the products! Use slow circular shaking movements to re-disperse particles. Avoid any processes that result in foam formation! No liability is accepted for damage caused by inappropriate storage.

Warranty and Limitation of Liability

Goods delivered by micromod GmbH comply with the requirements defined in the Technical Data Sheets. They are only intended to be used for research and development in-vitro, unless agreed upon otherwise in writing. In particular, they are not intended to be used for application as or with comestibles (foodstuffs), pharmaceuticals (drugs), cosmetics, or for household or agricultural purposes. micromod does not assume any liability or warranty to the effect that the acquired products are suitable for the purpose of application intended by the customer, or if the use of the products results in the infringement of any third party rights, in particular patent rights or any other intellectual property rights.

As regards the rights of the customer in the case of material/quality defects and defects of title (including incorrect delivery or short delivery), the legal provisions apply, unless otherwise provided for in the following. In any such cases, the special legal provisions applying to ultimate delivery of the goods to a consumer remain unaffected (recourse against suppliers in accordance with sections 478, 479 BGB).

The liability of micromod for defects is restricted to the product specifications, such as these have become an integral part of the contract. In particular, it does not extend to any other uses except those agreed upon as the contractual purpose and in particular it does not comprise any damage resulting from inappropriate or improper storage and/or non-stipulated uses, such as use in contact with the human body as or for comestibles (foodstuffs), medical products, pharmaceuticals (drugs), cosmetics, or for household or agricultural purposes.
The customer's claims for defects require that it has complied with its legal duties of examination and giving notice of non-conformity (sections 377, 381 German Commercial Code/HGB). Complaints have to be submitted in writing at the latest two weeks after receipt of the goods, with the timely despatch of the notification being sufficient to comply with the deadline. Should the customer fail to perform its due and proper examination and/or fail to submit its notification of defects, the liability of micromod for the non-notified defect is excluded.

Warranty claims become statute-barred one year after delivery.

In the event of fraudulent concealment of a defect or in the event of assumption of a warranty for the characteristics of the object of purchase at the time the risk has passed in accordance with section 444 BGB (declaration to the effect that the object of the purchase has certain characteristics at the time at which the risk passes and that micromod intends to assume liability, regardless of negligence or fault, for any and all consequences of the absence of warranted characteristics), the rights of the customer are exclusively determined by the statutory provisions.

Over and above the liability for material defects and defects of title, micromod shall be liable without limitation, if the damage has been caused intentionally or by gross negligence. micromod shall also be liable for negligent violation of material contractual obligations (obligations, whose violation jeopardises the attainment of the purpose of the contract) as well as for the violation of essential obligations (“Kardinalpflichten“) (obligations, whose performance will enable the due and proper performance of the contract in the first place and on whose performance the customer as a rule relies), in each case however only for the foreseeable damage that is typical for this type of contract. micromod shall not be liable for slightly negligent violation of obligations other than those mentioned above.

The limitations of liability specified in the preceding paragraphs do not apply in the case of death, bodily injury or damage to health, any deficiency occurring after the assumption of warranty for the characteristics of the product and in the case of defects that have been fraudulently concealed. Liability in accordance with the German Product Liability Act (“Produkthaftungsgesetz”) shall remain unaffected.

If the liability of micromod is excluded or limited, this shall also apply to the personal liability of the employees, representatives and vicarious agents of micromod.

Any and all claims for damages asserted vis-à-vis micromod, irrespective of their legal ground, shall be barred by the statute of limitations at the latest one year after delivery of the goods to the customer, in the event of liability in tort from the time of becoming aware of, or grossly negligent ignorance of, the circumstances giving rise to the claim and the person liable for damages. The rules and regulations of this paragraph do not apply – and in that event, the statutory provisions shall apply – in the case of liability for intent and in the cases mentioned in the penultimate paragraph 8. Any shorter statutory periods of limitation take precedence.

If the ultimate buyer of the goods is a consumer, the statutory provisions apply to the period of limitation of any right of recourse of the customer vis-à-vis micromod.

Counterclaims, Retention of Title
The customer shall have rights of setoff or rights of retention only to the extent that its counterclaim has become final and absolute (res judicata) or is undisputed. In the case of defects of the delivery, the counterclaims of the customer remain unaffected, in particular its right to retain a part of the purchase price which is reasonable and appropriate in relation to the defect.

Any and all delivered goods remain the property of micromod (goods subject to a reservation of title) until payment in full of any and all present and future claims under the purchase contract and a current business relationship (secured claims).

The goods that are subject to reservation of title must not be pledged to third parties prior to the payment in full of the secured claims, nor may title to them be transferred for security purposes. The customer is obliged to inform micromod immediately in writing, if an application for the opening of insolvency proceedings is submitted or in the event of any interventions by third parties against the goods that are the property of micromod (e.g. seizures/attachments).

In the event that the customer behaves in a way which is not in conformity with the contract, in particular in the case of non-payment of the purchase price that is due and payable, micromod shall be entitled to revoke the contract in accordance with the statutory provisions or/and to demand the return of the goods on the basis of the retention of title. The demand to return the goods does not simultaneously include the declaration of revocation; rather, micromod is entitled to only demand return of the goods and to reserve the right of revocation. If the customer does not pay the purchase price that is due and payable, micromod may assert these rights only, if micromod has previously granted the customer an appropriate deadline for payment which has not been complied with, or if the setting of such deadline is unnecessary in accordance with the statutory provisions.

Until revocation in accordance with c) above, the customer shall be entitled to sell on the goods that are subject to the reservation of title in the ordinary course of business and/or to process them. In any such case, the following supplementary terms and conditions apply.
a) The retention of title covers the products generated by processing, mixing or combining the goods of micromod at their full value, with micromod being deemed the manufacturer. If, in the case of processing, mixing or combination with goods of third parties, such third parties retain title to the goods, micromod shall acquire co-ownership in the proportion of the invoiced values of the processed, mixed or combined goods. In all other respects, the same applies to the product thus created as to the goods delivered subject to the retention of title.
b) The customer herewith assigns any receivables due from third parties that result from on-selling of the goods or the product in their total amount or in the amount of the co-ownership share of micromod in accordance with the preceding paragraph as collateral to micromod. micromod accepts such assignment. The obligations of the buyer mentioned in paragraph 3 also apply with regard to the assigned receivables.
c) The customer remains entitled besides micromod to collect the receivables. micromod undertakes not to collect the receivables as long as the customer duly and properly performs it payment obligations vis-à-vis micromod, there is no inability on the part of the customer to perform its obligations and micromod does not assert the retention of title by exercising a right in accordance with paragraph 4. If this is however the case, micromod is entitled to demand that the customer informs micromod of the assigned receivables and of their debtor, provides any information required for collection, hands over the pertinent documentation and informs the debtors (third parties) of the assignment. Moreover, micromod shall in any such case be entitled to revoke the right of the customer to sell on and process the goods that are subject to the retention of title.
d) If the realisable value of the collateral exceeds the receivables of micromod by more than 10 per cent, micromod shall, at the request of the customer, release collateral at the discretion of micromod.

Applicable Law/Place of Jurisdiction

The relations between micromod and the customer are exclusively subject to the laws of the Federal Republic of Germany. The UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) of 11 April 1980 (CISG) does not apply. Prerequisites and effects of the retention of title in accordance with the above provision are subject to the laws applicable at the respective location of the goods (lex rei sitae), insofar as the choice of law made in favour of German law is not permitted or invalid. Place of jurisdiction for any and all disputes resulting from the business relationship with micromod shall be Rostock. micromod shall also be entitled to sue the customer at the customer’s place of business.

Last amended: 17 February 2017