Terms and conditions of sale

Area of Applicability
The following General Business Terms and Conditions apply to LuBioScience GmbH as long as no other agreement has been entered into. The buyer shall accept the following terms and conditions upon acceptance of an order. The buyer’s procurement terms and conditions do not obligate us even if we do not directly contradict them. Our General Business Terms and Conditions apply exclusively even if the buyer’s order contains restrictions or amendments which read otherwise.

Prices
The prices in our lists are selling prices for Switzerland without value-added tax (VAT). The prices are not binding. Charges are calculated in Swiss francs at the prices valid on the day of delivery. Goods, which have to be sent by Post-Priority mail, will be charged with CHF 30.00 for shipping. For shipments including Blue Ice, we charge an additional fee of CHF 30.00 and for Dry Ice shipments additionally CHF 40.00. International shipments are charged as follows: Central Europe (Belgium, Denmark, Germany, Finland, France, Greece, UK, Irland, Italy, Luxemburg, Holland, Austria, Portugal, Sweden, Spain) CHF 150.00 per shipment, Rest of Europe CHF 180.00 per shipment, Rest of the world CHF 250.00 per shipment.

Placing Orders
Verbal, written, or electronically transmitted orders shall only be legally binding if they have been confirmed by us in writing or if we have sent the goods and invoice to the buyer. Special requests – for example for wrapping, shipping, and quality – must be resubmitted with each order. Orders from private parties may not be accepted. Non-listed items purchased on behalf of a customer may not be returned for exchange.

Delivery
All transports are covered / insured under a such called “All Risk” – Insurance. We select the packing material and dispatch method according to prevailing requirements. Additional costs resulting from special packing or shipping requests (e.g. express shipping) are charged separately on the invoice. If unforeseeable circumstances hinder us in the fulfillment of our obligations, the delivery time will be extended accordingly if the delivery or provision is still possible. Unforeseeable circumstances include, for example, operational interruptions or transportation interruptions irrespective of whether these take place in our facilities, at our suppliers, or at the forwarding agent involved. If shipping or service provision becomes impossible through the above circumstances, we are released from our obligations. The delivery time will also be extended appropriately in case of a strike or lockout unless delivery or service provision is impossible; if shipping or service provision becomes impossible through the above circumstances, we are released from our obligations. Our obligation is suspended as long as the buyer is in arrears with payments. Special orders can result in supply over- or under-runs; no objection may be raised when quantities are within 10% of the amount ordered.

Claims, Complaints, Guarantee, and Liability
The buyer must check the goods as soon as they are received to determine whether they match the items ordered and the quantity is correct. Any shipping damage must be reported to the shipping company driver immediately so that a damage report can be filled out. Defects or incorrect shipments, which are found through a normal check of the goods, must be reported within eight days after the receipt of goods. Claims for defects, which later become apparent despite an immediate and correct check, must be made as soon as they are discovered but within six months of the receipt of goods, at the latest. If the buyer does not make a claim for defects in a timely manner, the quality and amount are considered as accepted. Claims for defects do not release the buyer from a payment obligation. Defective goods may only be returned with our expressed agreement. No return shipments will be accepted without written approval. For incorrect shipments where the buyer is at fault, a 25% restocking and handling fee will be charged. If the buyer has filed a claim for a defect or incorrect delivery on time and if the claim is founded, the goods will be replaced or refunded at our discretion. If the replacement for the exchanged goods is also defective, we will give the buyer the option of an exchange or reduction. For short shipments reported on time, we reserve the option of sending an additional shipment or issuing a credit. A buyer’s claim for damage compensation through delay or impossibilities where we are at fault are limited to the amount of the value of the invoice for the quantity of goods, which we delivered or where we are behind in delivery except in cases of intent and gross negligence. If damage has been caused due to gross negligence, our liability resulting from this breach of duty is limited to the foreseeable damages resulting therefrom.

Payment Terms and Conditions
Payments for delivered goods are due net 30 days from the date of the invoice. The obligation to pay is only considered as fulfilled when the invoice amount has been credited to our bank or postal account. We are entitled to charge late interest at going bank rates for late payments. Cash discounts lapse in principle even if prepayments or payment without making use of a payment objective is made. We may demand prepayments or guarantees when initiating a new business relationship. We may also demand prepayments if a payment deadline is missed or doubts about the customer’s creditworthiness exist; in these cases, we can also retract payment deadlines already established.

Ownership Reservations
All goods delivered by us remain our property until the buyer has met all of his obligations resulting out of the mutual business relationship. We are entitled to record our owner-ship reservation in the public registry maintained by the collection office in the customer’s place of residence should we consider this necessary.

No Obligation Advice
We advise our customers about technical applications and solutions in good faith within the scope of our possibilities but without obligation. This applies especially in regard to observing any protective rights of third parties. Our suggestions do not release our buyers from the requirement to check the suitability of our products for their intended purpose at their own risk and responsibility.

Patent Rights
The purchase of our products is not linked to a licensing of our patent rights in any form. We would like to specifically point out that the export of our goods can result in violations of the commercial patent rights of third parties and we assume no liability for such actions. The brand labeling with the ® means that the labeled brand is protected in the product’s country of origin. In individual cases, brands are protected in other countries as well.

Suitability Information and Transportation Requirements for Chemicals, Diagnostics, and Reagents
The chemical products delivered by us comply with the guarantee certificates or specifications in the catalogues or on the label. In case of discrepancies, the information on the label is considered final. The buyer must establish suitability for products which are to be made from them (e.g. through a pyrogen test) and whether they comply with the legal requirements (e.g. GMP guidelines, food laws) himself. The specification for chemical products, which extends only to the named materials and values as well as the listing of pharmacopoeia information and e-numbers and statements in terms of suitability are related solely to the specified product characteristics according to the contract; they do not contain any assurances against possible consequential damages for defects. The general illustrations, substance information, weights, and measures serve as information and are not binding for the supplied quality. All information has been carefully researched by the manufacturer, but we assume no liability for its accuracy. The transportation of flammable, corrosive, poisonous, or foul smelling material is subject to certain restrictions. We refer you to the various ordinances in force concerning the transportation of dangerous materials. We assume that customers, who order products subject to laws regulating poisons, are entitled to do so and comply with the applicable regulations.

Confidentiality
LuBioScience GmbH and the buyer do acknowledge and grant confidentiality and non-disclosure of technical, professional and pricing information about the other party to a third party, without prior permission in writing. This also holds true for information obtained during discussions, negotiations or exchanged verbally or in writing in relation to goods or deliveries. Voiding of Individual Terms or Conditions Should individual portions of these General Business Terms and Conditions be voided, this shall not affect the validity of the other terms and conditions.

Legal Validity
With the publication of these General Business Terms and Conditions, the Sales and Delivery Terms and Conditions for earlier price lists and catalogues relinquish their effective-ness. The buyer accepts all points of these General Business Terms and Conditions through each placement of an order. These General Business Terms and Conditions as well as all contracts closed on the basis of these are subject to Swiss law.

Jurisdiction
The courts of Lucerne have jurisdiction over all conflicts arising from this contractual relationship.
Lucerne, January, 2010.