General Terms and Conditions of Sale of biotechrabbit GmbH

1.     General

1. The following Terms and Conditions (hereinafter referred to as "Terms and Conditions") shall apply to any and all sale of products or services from biotechrabbit GmbH (hereinafter referred to as "biotechrabbit") to entrepreneurs within the meaning of § 14 German Civil Code (”Bürgerliches Gesetzbuch”, “BGB”).

2. These Terms and Conditions shall exclusively apply to all contracts with the buyer (hereinafter the “Customer”).

3. At latest at the receipt of order confirmation, the Customer is considered to have accepted these Terms and Conditions unless a written notice is given immediately to biotechrabbit.

4. Any reference to the terms and conditions or other set of rules of the Customer is explicitly rejected by biotechrabbit.

5. Any oral agreements or deviating terms and conditions shall be binding only if expressly acknowledged by biotechrabbit in writing. 

2.     Orders

1. All offers by biotechrabbit shall be considered an offer to contract only and shall be subject to change without notice (freibleibend). 

2. An agreement is considered as binding only when biotechrabbit confirms the Customer’s order in writing (e-mail sufficient).

4. Orders can be made with the following contact information:

Tel:        +49 30 555 7821 10
Fax:       +49 30 555 7821 99
Email:    order@biotechrabbit.com

3.     Changes to the orders and reservation of an orderly and on-time self-delivery

1. After accepting an order, biotechrabbit may make modifications to the products without informing the Customer, with the understanding that such modifications are improvements that will not adversely affect the performance of the products.

2. biotechrabbit shall be entitled to reserve its right of an orderly and on-time self-delivery (Vorbehalt der ordnungs-gemäßen und rechtzeitigen Selbstbelieferung) of raw materials sourced by it, including packaging and other material needed for the production and delivery of the Products (e.g. plastics). If and as far as an orderly and on-time delivery of such ordered raw material to biotechrabbit was not possible, biotechrabbit shall be relieved from its obligations under a confirmed order provided that biotechrabbit proves that it has placed sufficient orders for the required raw materials sourced by it and that it has undertaken its best commercial efforts to ensure delivery of required raw material from other sources. Notwithstanding the before stated, biotechrabbit shall not be relieved if it negligently or intentionally caused the non-delivery. biotechrabbit shall immediately notify the customer about the non-delivery of raw materials sourced by it.

4.     Revocation of orders

1. Revocation of a confirmed order for biotechrabbit´s products or services will be effective only upon written confirmation from biotechrabbit. The Customer shall indemnify biotechrabbit against all losses, damage, claims, or action arising as a result of the revocation.

5.     Delivery and return

1. Depending upon the nature of the product, shipments are made by post or courier, on cool packs, dry ice or without cooling.

2.Unless otherwise agreed in writing, the costs of shipping shall be borne by Customer. 

3. Shipment terms are Ex Works according to INCOTERMS 2020. 

4. Unless otherwise confirmed in writing, biotechrabbit does not guarantee specific delivery dates and shall not be responsible for any loss or damage of any kind or nature whatsoever caused by delay in delivery, irrespective of the cause of such delay.

5. The Customer shall bear the risk of incidental loss or incidental deterioration of the products shipped, commencing when biotechrabbit hands over the products to the shipping carrier.

6. The Customer is responsible for taking appropriate steps for receiving biotechrabbit products upon delivery and is liable for all costs involved in taking care of the products. The Customer acknowledges that terminal owners or carriers might destroy uncollected products.

7. Purchased and delivered biotechrabbit products will not be accepted for return unless returned in accordance with an issued authorization from biotechrabbit.

6.     Prices

1. Stated prices are exclusive of value-added tax (VAT) and all other similar taxes, fees, or duties. 

2. The Customer shall bear the packaging as well as shipment costs unless otherwise agreed in writing.

3. Until written confirmation of an order, biotechrabbit has the right to change all prices without notice.

4. Different prices are applied for bulk and custom orders.

5. biotechrabbit is entitled to adjust the price in accordance with changes in raw material and energy costs, currency exchange rates, taxes or duties/public fees that occur during the time after order confirmation and before delivery. It will immediately inform Customer about such changes. If the Customer does not accept the new price, the order can be cancelled without liability, provided the Customer cancels the order immediately.

7.     Limitation of use

1. All biotechrabbit products are designed for Research Use Only (RUO).

2. biotechrabbit does not assume any warranty regarding the design, merchantability, or fitness for a particular purpose of the product, especially, but not limited to, for any in vitro diagnostic usages of the products. It is the sole responsibility of the customer to apply for and obtain the required approvals for any uses from the competent authorities or notified bodies. The product is not suitable for administration to humans or animals.

3. Customer shall handle and use the products in conformity with good laboratory practice, all applicable laws and regulations, guidelines and decisions of judicial or regulatory bodies and any patent and other proprietary rights of third parties.

4. biotechrabbit products are to be used by trained laboratory personnel who are familiar with laboratories equipped to perform life science research. biotechrabbit products may contain chemicals which are harmful if misused. Due care should be taken with all products to avoid direct contact with components that are potentially harmful.

5. The Customer is responsible for requesting and adhering to information provided in product safety data sheet (SDS) pertaining to any product hazards which may exist.

6. The Customer has no rights to use without notice any technical information received with the products for any purposes other than the use of the products in the Customer’s own research.

7. Product-related applications mentioned in all biotechrabbit literature are provided for informational purposes only, and biotechrabbit does not warrant that such applications have been tested by biotechrabbit.

8.     Restricted license

1. Purchase of biotechrabbit products does not include a license to perform any patented or otherwise protected applications; therefore, it is the sole responsibility of the Customer to determine whether any licenses for the particular application in which the product is used are required and to engage in the relevant license agreement(s).

9.     Changes to the products / No reverse engineering

1. Customer shall not change or alter the products.

2. Customer shall not, and shall not allow any third party to, without the prior written consent of biotechrabbit, (a) extract information from, reverse engineer, deconstruct, disassemble, sequence or in any way determine, or attempt to extract information from, reverse engineer, deconstruct, disassemble, sequence or in any way determine, the biological, chemical or physical structure or composition of any of biotechrabbit products  or, in each case, its components or (b) copy, alter, modify or otherwise design or create any derivative of biotechrabbit products, or, in each case, its components.

10.  Warranties and liabilities / Limitation period

1. Each product is warranted to meet the specifications stated in the corresponding product literature at the time of sale.

2. The Customer is responsible for examining the products immediately upon delivery and to notify in writing both biotechrabbit and the carrier without undue delay and no later than one week after delivery. The failure to observe this one-week deadline shall result in the automatic loss of any warranty claims which might otherwise apply.

3. Alleged faulty products shall be returned to biotechrabbit or be secured upon instructions from biotechrabbit.

4. In case of defective products, biotechrabbit shall be entitled to replace the defective products free of charge or, at biotechrabbit’s sole discretion, refund to the Customer the price of the defective products. 

5. biotechrabbit has no liability in the event of inappropriate handling, processing or misuse of the products by the customer or any third party.

6. biotechrabbit shall only be liable for damages 

• • resulting from injury to life, limb or health caused intentionally or negligently by biotechrabbit, its legal representative or vicarious agent (Erfüllungsgehilfe),
  • caused i) intentionally, ii) through gross negligence or iii) by fraudulent concealment of defects by biotechrabbit, its legal representative or vicarious agent (Erfüllungsgehilfe),
  • caused by a culpable violation of essential contractual obligations (wesentliche Vertragspflichten) by biotechrabbit, its legal representative or vicarious agent (Erfüllungsgehilfe). Essential contractual obligations in this context are those obligations that enable the proper performance of the contract and on which the other contracting party has relied and was also allowed to trust and whose culpable non-fulfilment endangers the achievement of the purpose of the contract.

Besides, any claims in accordance with mandatory (indispensable) laws remain unaffected.

8. The limitation period for claims of the Customer resulting from defects of the products shall be 12 months following delivery of biotechrabbit’s products or performance of services; this limitation period shall also apply for claims of the Customer based on tort resulting from defects of biotechrabbit’s products or services. All other claims of Customer, including claims based on accessory obligations, precontractual liability or tort, are subject to a limitation period of 12 months from the date of delivery of the products or provision of services; this period begins with the existence of the respective claim, but not before the Customer has knowledge or should have knowledge of the fact giving rise to the claim. The afore-mentioned limitation periods shall not apply to claims of the Customer pursuant to Sec. 10.6 of the Terms and Conditions; in respect of these claims the respective statutory period of limitation and the respective statutory commencement of the limitation period shall apply.

11.  Force majeure

1. Any case of force majeure or company shutdown or other impediments for which biotechrabbit is not responsible and which affect biotechrabbit or its suppliers shall release biotechrabbit from contractual delivery obligations for the term of the disruption and of its effects.

2. Force majeure is any cause beyond the reasonable control of biotechrabbit, including (insofar as beyond such control but without prejudice to the generality of the foregoing expression) strikes, lock-outs, labor disputes, act of God, war, riot, civil commotion, epidemics, pandemics, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm difficulty or increased expense in obtaining workmen, materials, goods or raw materials in connection with the performance of the contract).

3. biotechrabbit shall give notice of suspension as soon as reasonably possible. biotechrabbit shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party. 

4. In the event that the cause continues for more than six months either party may terminate the contract with 30 (thirty) days’ notice.

12.  Retention of title

1. biotechrabbit reserves a retention of title (Eigentumsvorbehalt) on ordered products until the Customer has discharged all of its obligations arising from the business relationship with biotechrabbit.

2. The products subject to reservation of title may neither be pledged nor transferred as security. Customer shall only be authorized to sell the products subject to the retention of title in the ordinary course of its business.

3. To secure biotechrabbit’s claims from the business relationship with the Customer, Customer herewith already now assigns to biotechrabbit a first-priority creditor right to its claims resulting from the resale of the products subject to retention of title in the amount of biotechrabbit’s invoice. Payments which the Customer receives as payment for the sale of products subject to retention of title shall first be credited to that part of the total claims not assigned to biotechrabbit, insofar as the payer does not expressly state otherwise.

4. Insofar as retention of title in the biotechrabbit’s favor exist or claims of the Customer are assigned to biotechrabbit, the Customer shall be obligated to provide any information necessary for the protection of biotechrabbit’s rights. The costs of any interventions to protect biotechrabbit rights shall be borne by the Customer.

5. Subject to revocation of such right, the Customer shall be authorized to collect the claims assigned to biotechrabbit. biotechrabbit’s right to collect the assigned claims itself shall remain unaffected hereby.

6. Insofar as the value of the security granted by this section exceeds the amount of biotechrabbit’s claims by more than 10 %, biotechrabbit shall be obligated to re-assign the security in the respective amount.

7. Upon the full performance of biotechrabbit’s claims, including all auxiliary claims, the respective securities shall be automatically transferred back to the Customer without a special act of transfer.

13.  Invoicing and payment

1. All amounts due are payable in Euro, unless otherwise agreed in writing.

2. biotechrabbit invoices are due 14 days after the invoice date. biotechrabbit is entitled to request up-front payment from any Customer within its own discretion; such is standard with new customers.

3. Payments are made to the following bank account:

Deutsche Bank Berlin, Germany
BIC: DEUTDEDBBER
IBAN: DE22100700240062889102

4. Credit card and PayPal payments are possible via payments.biotechrabbit.com. For credit card and PayPal payments there is a 5 % charge.

5. Bills of exchange are not accepted as a means of payment. Checks shall only be accepted pending full discharge of the debt

6. In the event of late payment, biotechrabbit shall assess interest accruing as of the due date, without dunning notice, in the amount of 9 (in words: nine) percentage points above the base interest rate applicable in Germany within the meaning of § 247 BGB.

14.  Place of performance

Berlin shall be the place of performance and payment.

15.  Set-Off and Assignment

1. The Customer may only set-off its own claims against due payments or claim a right of retention insofar as its claims are determined with res judicata effect, are non-disputed, or are recognized by biotechrabbit.

2. In addition, the Customer shall not be permitted to assign its claims against biotechrabbit without biotechrabbit GmbH’s prior written confirmation.

16.  Confidentiality

1. Customer agrees not to disclose any confidential information relating to biotechrabbit’s know-how and proprietary rights, which it received prior or during the performance of the contractual relationship with biotechrabbit. This obligation of confidentiality does not apply if Customer can prove that (i) the information was already in the public domain, (ii) the information becomes generally available to the public through no fault of the Customer, (iii) the information was already known to the Customer prior to the conclusion of the contract, or (iv) the information was lawfully made known to the Customer by a third party without violation of any confidentiality obligations.

17.  Governing Law and Jurisdiction

1. The contractual relationship between biotechrabbit and Customer as well as any non-contractual claims arising out of such relationship shall be exclusively governed by and construed in accordance with the laws of Germany without giving effect to the laws of conflict. The United Nations Convention on Contracts for International Sale of Goods shall not apply.

2. To the extent legally permissible, the courts of Berlin shall have exclusive jurisdiction. biotechrabbit may, however, elect to have such disputes decided by the courts having jurisdiction at the domicile of the Customer.

18.  Changes to Terms and Conditions

1. biotechrabbit may change these Terms and Conditions as ongoing improvement. The up-to-date and valid Terms and Conditions are available from biotechrabbit at the time of order placement and always indicate the date of the last revision.

2. biotechrabbit shall notify the Customer of the amendments or additions in text form no later than six weeks before they come into effect. If the Customer does not agree with the amendments and additions to the Terms and Conditions, he may object to them in text form with a notice period of one week to the date on which the amendments or additions are intended to take effect. If the Customer does not object, the changes or additions to the Terms and Conditions shall be deemed to have been approved by the Customer. biotechrabbit shall specifically draw the Customer's attention to the intended significance of his behavior when notifying him of the changes or additions to the Terms and Conditions.

19.  Severance clause

1. If any provision of this Agreement becomes invalid, illegal or unenforceable, the remaining provisions hereof nevertheless will continue in full force and effect without being impaired or invalidated in any way. The Parties are aware of the case law of the Federal Supreme Court, where, after all, a salvation clause merely reverses the burden of proof. However, it is the express intention of the Parties to maintain the validity of the remaining provisions of the contract under all circumstances and thus to abolish article 139 BGB (German Civil Code) in its entirety.

2. Any General Terms and Conditions that are not included or are invalid shall be replaced by statutory law (§ 306 (2) BGB (German Civil Code)). In all other respects, instead of the invalid, illegal or unenforceable provision, a provision shall apply which comes closest to the invalid, illegal or unenforceable in economic terms. The same applies in case of a regulatory gap.

20.  Date

Last revised: November 2024