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All orders placed by a Buyer are accepted and all contracts are made subject to the Terms which shall prevail and be effective notwithstanding any variations or additions contained in any order or other document submitted by the Buyer. No modification of these Terms shall be binding upon Iris Biotech GmbH unless made in writing by an authorised representative of Iris Biotech GmbH.
Every order made by the Buyer shall be deemed an offer by the Buyer to purchase Products from Iris Biotech GmbH and will not be binding on Iris Biotech GmbH until a duly authorised representative of Iris Biotech GmbH has accepted the offer made by the Buyer.
Iris Biotech GmbH may accept orders from commercial, educational or government organisations, but not from private individuals and Iris Biotech GmbH reserves the right to insist on a written order and/or references from the Buyer before proceeding.
There is no minimum order value. At the time of acceptance of an order Iris Biotech GmbH will either arrange prompt despatch from stock or the manufacture/acquisition of material to satisfy the order. In the event of the latter Iris Biotech GmbH will indicate an estimated delivery date. In addition to all its other rights Iris Biotech GmbH reserves the right to refuse the subsequent cancellation of the order if Iris Biotech GmbH expects to deliver the Product on or prior to the estimated delivery date. Time shall not be of the essence in respect of delivery of the Products.
If Iris Biotech GmbH is unable to deliver any Products by reason of any circumstances beyond its reasonable control ("Force Majeure") then the period for delivery shall be extended by the time lost due to such Force Majeure. Details of Force Majeure will be forwarded by Iris Biotech GmbH to the Buyer as soon as reasonably practicable.
Prices are subject to change. For the avoidance of doubt, the price advised by Iris Biotech GmbH at the time of the Buyer placing the order shall supersede any previous price indications. The Buyer must contact the local office of Iris Biotech GmbH before ordering if further information is required.
Unless otherwise agreed by the Buyer and Iris Biotech GmbH, the price shall be for delivery ex-works. In the event that the Buyer requires delivery of the Products otherwise than ex-works the Buyer should contact the local office of Iris Biotech GmbH in order to detail its requirements. Iris Biotech GmbH shall, at its discretion, arrange the Buyer's delivery requirements including, without limitation, transit insurance, the mode of transit (Iris Biotech GmbH reserves the right to vary the mode of transit if any regulations or other relevant considerations so require) and any special packaging requirements (including cylinders). For the avoidance of doubt all costs of delivery and packaging in accordance with the Buyer's requests over and above that of delivery in standard packaging ex-works shall be for the Buyer's account unless otherwise agreed by both parties. Incoterms 2010 shall apply.
Any tax, duty or charge imposed by governmental authority or otherwise and any other applicable taxes, duties or charges shall be for the Buyer's account.
Iris Biotech GmbH may, on request and where possible, provide quotations for multiple packs or bulk quantities, and non-listed items. Irrespective of the type of request or means of response all quotations must be accepted by the Buyer without condition and in writing before an order will be accepted by Iris Biotech GmbH. Unless agreed in writing on different terms, quotations are valid for 30 days from the date thereof.
Payment terms are net 30 days from invoice date unless otherwise agreed in writing. Iris Biotech GmbH reserves the right to request advance payment at its discretion. For overseas transactions the Buyer shall pay all the banking charges of Iris Biotech GmbH. The Buyer shall not be entitled to withhold or set-off payment for the Products for any reason whatsoever.
Government/Corporate Visa and MasterCard (and other such credit cards) as well as personal credit cards are not acceptable.
Failure to comply with the terms of payment of Iris Biotech GmbH shall constitute default without reminder. In these circumstances Iris Biotech GmbH may (without prejudice to any other of its rights under these Terms) charge interest to accrue on a daily basis at the rate of 2% per month from the date upon which payment falls due to the actual date of payment (such interest shall be paid monthly).
If the Buyer shall fail to fulfil the payment terms in respect of any invoice of Iris Biotech GmbH. Iris Biotech GmbH may demand payment of all outstanding balances from the Buyer whether due or not and/or cancel all outstanding orders and/or decline to make further deliveries or provision of services except upon receipt of cash or satisfactory securities.
Until payment by the Buyer in full of the price and any other monies due to Iris Biotech GmbH in respect of all other products or services supplied or agreed to be supplied by Iris Biotech GmbH to the Buyer (including but without limitation any costs of delivery) the property in the Products shall remain vested in Iris Biotech GmbH.
The Buyer shall inspect goods immediately on receipt and inform Iris Biotech GmbH of any shortage or damage within five days. Quality problems must be notified within ten days of receipt. Goods must not be returned without prior written authorisation of Iris Biotech GmbH. Iris Biotech GmbH shall at its sole discretion replace the defective Products (or parts thereof) free of charge or refund the price (or proportionate price) to Buyer.
Opened or damaged containers cannot be returned by the Buyer without the written prior agreement of Iris Biotech GmbH. In the case of agreed damaged containers which cannot be so returned, the Buyer assumes responsibility for the safe disposal of such containers in accordance with all applicable laws.
Products are analysed in the Quality Control laboratories of Iris Biotech GmbH's production partners by methods and procedures which Iris Biotech GmbH considers appropriate. In the event of any dispute concerning reported discrepancies arising from the Buyer's analytical results, determined by the Buyer's own analytical procedures, Iris Biotech GmbH reserves the right to rely on the results of own analytical methods of Iris Biotech GmbH. Certificates of Analysis or Certificates of Conformity are available at the discretion of Iris Biotech GmbH for bulk orders but not normally for prepack orders. Iris Biotech GmbH reserves the right to make a charge for such Certification.
Specifications may change and reasonable variation from any value listed should not form the basis of a dispute. Any supply by Iris Biotech GmbH of bespoke or custom Product for a Buyer shall be to a specification agreed by both parties in writing.
Technical information, provided orally, in writing, or by electronic means by or on behalf of Iris Biotech GmbH, including any descriptions, references, illustrations or diagrams in any Catalogue or brochure, is provided for guidance purposes only and is subject to change.
All chemicals should be handled only by competent, suitably trained persons, familiar with laboratory procedures and potential chemical hazards. The burden of safe use of the Products of Iris Biotech GmbH vests in the Buyer. The Buyer assumes all responsibility for warning his employees, and any persons who might reasonably be expected to come into contact with the Products, of all risks to person and property in any way connected with the Products and for instructing them in their safe handling and use. The Buyer also assumes the responsibility for the safe disposal of all products in accordance with all applicable laws.
All products of Iris Biotech GmbH are intended for laboratory research purposes and unless otherwise stated on product labels, in the catalogue and product information sheet of Iris Biotech GmbH or in other literature furnished to the Buyer, are not to be used for any other purposes, including but not limited to use as or as components in drugs for human or animal use, medical devices, cosmetics, food additives, household chemicals, agricultural or horticultural products or pesticides. Iris Biotech GmbH offers no warranty regarding the fitness of any Product for a particular purpose and shall not be responsible for any loss or damage whatsoever arising therefrom.
No warranty or representation is given by Iris Biotech GmbH that the Products do not infringe any letters patent, trademarks, registered designs or other industrial rights.
The Buyer further warrants to Iris Biotech GmbH that any use of the Products in the United States of America shall not result in the Products becoming adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act (or such equivalent legislation in force in the Buyer's jurisdiction) and shall not be materials which may not, under sections 404, 505 or 512 of the Act, be introduced into interstate commerce.
The Buyer acknowledges that, since the products of Iris Biotech GmbH are intended for research purposes, they may not be on the Toxic Substances Control Act 1976 ("TSCA") inventory. The Buyer warrants that it shall ensure that the Products are approved for use under the TSCA (or such other equivalent legislation in force in the Buyer's jurisdiction), if applicable. The Buyer shall be responsible for complying with any legislation or regulations governing the use of the Products and their importation into the country of destination (for the avoidance of doubt to include, without limitation, the TSCA and all its amendments, all EINECS, ELINCS and NONS regulations).
If any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the Products by the Buyer the Buyer shall obtain the same at its own expense and if necessary produce evidence of the same to Iris Biotech GmbH on demand. Failure to do so shall not entitle the Buyer to withhold or delay payment. Any additional expenses or charges incurred by Iris Biotech GmbH resulting from such failure shall be for the Buyer's account.
Save for death or personal injury caused by negligence of Iris Biotech GmbH, sole obligation of Iris Biotech GmbH and Buyer's exclusive remedy with respect to the Products proved to the satisfaction of Iris Biotech GmbH to be defective or Products incorrectly supplied shall be to accept the return of said Products to Iris Biotech GmbH for refund of the actual purchase price paid by the Buyer (or proportionate part thereof), or replacement of the defective Product (or part thereof) with alternative Product.
Iris Biotech GmbH shall have no liability to the Buyer under or arising directly or indirectly out of or otherwise in connection with the supply of Products by Iris Biotech GmbH to the Buyer and/or their re-sale or use by the Buyer or for any product, process or services of the Buyer which in any way comprises the Product in contract tort (including negligence or breach of statutory duty) or otherwise for pure economic loss, loss of profit, business, reputation, depletion of brand, contracts, revenues or anticipated savings or for any special indirect or consequential damage or loss of any nature except as may otherwise be expressly provided for in these Terms.
All implied warranties, terms and representations in respect of the Products (whether implied by statute or otherwise) are excluded to the fullest extent permitted by law. The Buyer shall indemnify Iris Biotech GmbH for and against any and all losses, damages and expenses, including legal fees and other costs of defending any action, that Iris Biotech GmbH may sustain or incur as a result of any act or omission by the Buyer, its officers, agents or employees, its successors or assignees, its customers or all other third parties, whether direct or indirect, in connection with the use of any Product. For the avoidance of doubt and in the event that Iris Biotech GmbH supplies bespoke or custom product to the Buyer's design or specification, this indemnity shall extend to include any claim by a third party that the manufacture of the product for the Buyer or the use of the product by the Buyer infringes the intellectual property rights of any third party.
Iris Biotech GmbH shall be entitled to assign or sub-contract all or any of its rights and obligations hereunder. The Buyer shall not be entitled to assign, transfer, sub-contract or otherwise delegate any of its rights or obligations hereunder. Any delay or forbearance by Iris Biotech GmbH in exercising any right or remedy under these Terms shall not constitute a waiver of such right or remedy.
If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
These Terms shall be governed by German Law and the German Courts shall have exclusive jurisdiction for the hearing of any dispute between the parties save in relation to enforcement where the jurisdiction of the German Courts shall be non-exclusive.