These Terms and Conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
2. Orders and Contracts
2.1 Orders are binding upon receipt by myPOLS Biotec GmbH. Orders can be placed in written form (by mail, by fax or by e-mail) or by telephone.
2.2 Products that have been ordered by mistake cannot be returned to myPOLS Biotec GmbH. Products that are returned unrequested to myPOLS Biotec GmbH will not be accepted, but fully charged to the customer’s account.
3. Prices and Shipping
3.1. The price shall be that in myPOLS Biotec GmbH current pricelist, or such other price as the parties may agree in writing.
3.2. Prices are in Euro (€), exclusive of taxes, packaging, and shipment costs. The standard shipping term is EXW (Incoterms 2010). The parties may agree on a different shipping term.
4. Terms of payment
4.1. Payment is due and payable within 14 days from the date of invoice.
4.2. Customers shall be entitled to offset only insofar as customers counterclaims are acknowledged, undisputed or assessed in a legally binding judgment. Customers are entitled to claim retainer rights only to the extent such rights are based on the same transaction.
4.3. From the due date default interest in the amount of 8% above the respective base interest rate p.a. shall accrue. myPOLS Biotec GmbH reserves all rights to claim further damages for delay.
4.4. myPOLS Biotec GmbH can make further deliveries dependent on timely payment. If, after the completion of the contract, myPOLS Biotec GmbH learns of circumstances which impair the creditworthiness of customer, myPOLS Biotec GmbH can cancel the contract, ask for immediate payment, or ask for the return of goods already delivered.
5.1. Except if expressly agreed upon in writing, the date of delivery specified by myPOLS Biotec GmbH is an estimate only. Time for delivery shall not be of the essence of the contract. If a binding delivery deadline cannot be met or has been exceeded, customer must allot a reasonable extension period declaring that deliveries will not be accepted after this time has elapsed. After this additional period, customer can cancel the contract. Any other claims are excluded except the rights according to section 7 of these Terms and Conditions.
5.2. myPOLS BiotecGmbH can separately deliver parts of an order and issue corresponding partial invoices.
5.3. myPOLS Biotec GmbH retains title to the products it supplies until full and final settlement of all claims arising from the contractual relationship. In case of non-compliance on the part of the customer, especially due to failure to make payments, myPOLS Biotec GmbH reserves the right to reclaim the products that are subject of the contract.
6.1. myPOLS Biotec GmbH warrants that the products conform to the technical specifications in the product- and quality-control description at the time of shipment. The warranty period is twelve months starting from the delivery of the product to the customer, except the nature of the product requires immediate use or use within a period of time that is shorter than twelve months.
6.2. Under this warranty, myPOLS Biotec GmbH will replace defective products free of charge. If, after a free replacement, quality specifications are still not met, the customer is entitled to reduce the purchase price or to withdraw from the contract. Any further claims of the customer – except those in section 7 of these Terms and Conditions-, of any kind, especially for damages or compensation, are excluded.
6.3. This warranty is exclusive and myPOLS Biotec GmbH makes no other warranty, whether expressed in these contracts or implied, including without limitation, any implied warranty of merchantability or fitness for a particular purpose.
6.4. myPOLS Biotec GmbH warranty will not be effective if customer has altered or misused the products or has failed to use or store them in accordance with myPOLS Biotec GmbH instructions, or if the defects to the products result from neglect or accident caused by customer. Except as otherwise agreed in writing by myPOLS Biotec GmbH authorized representative, all products are for research use only, and not for human or animal therapeutic or diagnostic use. myPOLS Biotec GmbH does not submit its products for regulatory review by any government body or other organization, and does not validate them for clinical, therapeutic or diagnostic use, or for safety and effectiveness. The customer is responsible for compliance with state, national and international laws and regulations governing the shipping, storage, processing, and trade of products. myPOLS Biotec GmbH will not warrant compensation for damages to the product arising from noncompliance with such laws and regulations.
6.5. myPOLS Biotec GmbH warranty will only be effective if the warranty claim is made promptly and in writing. For defects which are visible upon delivery of the product, the warranty claim must be made within seven days from delivery of the products.
7.1. In case of intent or gross negligence on part of myPOLS Biotec GmbH, myPOLS Biotec GmbH is liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally myPOLS Biotec GmbH liability for damages shall be limited to the typically predictable damage. myPOLS Biotec GmbH maximum liability, if any, shall not exceed the purchase price paid by the customer for the product.
7.2. In no event shall myPOLS Biotec GmbH be liable under any legal theory (including but not limited to contract, negligence, strict liability in tort, or warranty of any kind), for any indirect, special, incidental, consequential or exemplary damages (including, but not limited to lost profits).
7.3. myPOLS Biotec GmbH’s liability for culpable damage to life, body or health as well as myPOLS Biotec GmbH's liability under the Product Liability Act shall remain unaffected.
7.4. Any liability not expressly provided for above shall be disclaimed.
8. Patent Disclaimer
Unless explicitly stated, no license or immunity under any patent is either granted or implied by the sale of any of our products. myPOLS Biotec GmbH does not warrant that the resale or use of its products delivered will not infringe the claims of any patent, trademark or copyright covering the use of the product itself or its use in the operation of any process. Furthermore, the purchaser assumes all risks of patent, trademark or copyright infringement associated with any such use, combination or operation.
myPOLS Biotec GmbH will ensure that any customer data will be processed, stored, transmitted, and used only in accordance with the German Data Protection Act.
10.1. Any alterations and amendments to these Terms and Conditions must be done in writing. This requirement for the written form can only be revoked in writing.
10.2. In case that one of these Terms and Conditions above is invalid or incomplete the validity of all other Terms and Conditions shall remain unaffected.
10.3. These Terms and Conditions shall be governed by the laws of the Federal Republic of Germany. Application of the United Nations Convention on the International Sale of Goods is excluded.
10.4. Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with customer’s purchase of products from myPOLS Biotec GmbH shall be Konstanz, Germany. myPOLS Biotec GmbH reserves the right, however, to undertake legal proceedings against the customer at any other place of jurisdiction applicable to the customer.