General Terms and Conditions (11/2020)
GmbH & Co. KG
NOTE: ALL QUOTES FROM NANOTOOLS AND ALL PURCHASES OF PRODUCTS & SERVICES FROM NANOTOOLS ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS, AND BY PURCHASING ANY PRODUCTS & SERVICES, THE CLIENT (“Client”) AGREES TO BE BOUND BY ALL OF SUCH TERMS AND CONDITIONS, UNLESS EXPLICITLY AGREED OTHERWISE IN WRITING.
APPLICATION OF THE CLIENT'S GENERAL TERMS AND CONDITIONS OF PURCHASE IS EXCLUDED. THE TERMS AND CONDITIONS OF THESE GENERAL TERMS AND CONDITIONS SHALL APPLY EVEN IF NO EXPRESS REFERENCE HERETO IS MADE IN ANY INDIVIDUAL ORDER OR IN ANY DELIVERY REQUEST AND EVEN IF THE CLIENT ROUTINELY REFERS TO ITS GENERAL TERMS AND CONDITIONS OF PURCHASE WHEN PLACING A PURCHASE ORDER OR MAKING A DELIVERY REQUEST AND NANOTOOLS DOES NOT EXPRESSLY OBJECT TO THEIR INCORPORATION.
NanoTools shall hold all of Client’s material and information in strict confidence. Client lists, contact information or client material, including client Biological Materials are never sold, exchanged or otherwise divulged to third parties.
We are willing to work under the terms of a mutually agreeable Non-Disclosure or Confidentiality Agreement. NanoTools reserves the right to archive excess client material. Unless we are asked to archive material, biomaterial may be destroyed after 60 days from order completion.
Pricing and Payment Terms
Prices are subject to change without notice. Payment terms are Net 30 days from receipt of invoice. All prices are in EURO. International clients are responsible for relative government fees and taxes including but not limited to Value Added Taxes on imported material. V.A.T. exemption numbers must be supplied at time of order in order to be applied.
Order and Order confirmation, Contract
The presentation of our goods and services and the granting of the possibility to place an order in our Webshop does not constitute a binding offer on our part. You can select the Products via the button "add to cart". Before sending the order, you can change and view the data at any time.
When you place an order with us, we will send you an e-mail to the e-mail address you provided, confirming receipt of your order and listing its details and order reference number ("order confirmation"). This Order Confirmation does not constitute an acceptance of your offer, but is only intended to inform you that we have received your order. A sales contract with us will only be concluded when we ship the ordered product and confirm the shipment to you with a second e-mail ("Shipping Confirmation") ("Contract").
Payment Details, Wire Transfers:
Client is responsible for wire fees and related costs for payment.
Account details will appear on your invoice.
Credit Card payments are also accepted (for product deliveries only).
Limited rights granted
NanoTools grants the Client the personal, limited, worldwide right to use the Products and Biological Materials and the underlying IPR of Nanotools for research and evaluation purposes only and for no other purposes whatsoever. Further Details may be described in the underlying quote or purchase agreement. The Client shall expressly not be allowed to commercialize and exploit the Products and Biological Materials in any form nor to support any third Party in doing so. Any commercial use, including diagnostic testing requires express prior written authorization and agreement on the corresponding license terms and conditions. NanoTools is under no obligation to grant such license.
Client acknowledges that research grade material provided by NanoTools shall in no event be used in vivo, in particular not in any human hosts.
Intellectual property rights
All Background IPR of NanoTools (including any improvements whether made alone by NanoTools or in concert with Client and no matter which party is the author or inventor of such improvement) used in the performance of this Agreement shall remain vested in and the exclusive property of Nanotools or its licensors, as applicable. Background IPR means any IPR controlled or owned by NanoTools prior to the date of this Agreement.
IPR means Know-How, Patent Rights, trademarks, service marks, trade names, design rights, copyright (including rights in computer software) and any similar or equivalent rights or property or forms of protection in any part of the world, whether registered or not, together with the right to apply for the registration of any such rights.
NanoTools warrants that its products, Biological Materials and services shall be performed in a good and workmanlike manner in accordance with its standard operating procedures and according to the terms of the written Quote, if any, provided by NanoTools to the Client. NanoTools further warrants that if it issues a Certificate of Analysis or Technical Report to Client, such documentation shall be in all material respects accurate and correct.
In the event that a procedure fails to provide adequate quantity or quality of product, NanoTools will contact the Client before continuing with additional services, as additional charges may apply.
Client understands that NanoTools does not warrant that all materials supplied by Client will be capable of producing desired results or that research and/or manufacturing as defined in a written quote will produce desired results. NanoTools will use reasonable means to obtain desired results, however, in some cases charges may incur for the client regardless of actual results.
NanoTools’ limited warranty is contingent upon complete and accurate information being submitted by the Client as well as sufficient material submitted by the Client that is not damaged, defective, or otherwise flawed.
In the event of a breach of the above limited warranty, Client shall notify NanoTools within 10 calendar days of its receipt of such services or products. As Client’s exclusive remedy for any breach of the warranty, NanoTools shall, at its option, and within a reasonable time, either (1) use commercially reasonable efforts to correct such breach without charge to Client; or (2) allow the Client to return the product provided by NanoTools for a refund equal to the previously paid fees and charges therefore.
Claims and Returns
Any claims for credit or return goods requests must be made within 10 days of Client’s receipt thereof. NanoTools will not accept returned products without prior authorization. To obtain return goods instructions, please contact your NanoTools Client Relations representative.
If an error by NanoTools results in a shipment of an incorrect order, NanoTools will, at its option, either ship a replacement order at no charge or credit the Client’s account for the original product shipped in error. If an error by the client results in the shipment of an incorrect order and is reported to NanoTools within 10 days, the Client may obtain returned goods authorization and return the product(s) for partial credit. Full credit cannot be issued for returned goods as all products are perishable and the quality of returned goods cannot be assured.
NanoTools cannot return original client material without Client’s prior written consent.
Disclaimer of Warranties
"Biological Materials" means all client materials that have been amplified and processed by NanoTools, inventory items, blood samples (sera), protein samples, as well as Clients' original material.
NANOTOOLS DOES NOT GIVE ANY WARRANTY THAT:
(I) THE PRODUCTS, BIOLOGICAL MATERIALS DO NOT INFRINGE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; (II) PRODUCTS, BIOLOGICAL MATERIALS ARE FIT FOR THE INTENDED PURPOSES OF THE CLIENT; (III) PRODUCTS, BIOLOGICAL MATERIALS CAN BE DEVELOPED TO MARKETABLE PRODUCTS; AND (IV) ANY RESULTS ACHIEVED FROM FURTHER RESEARCH AND DEVELOPMENT AS WHOLE OR IN PART WHETHER ALONE OR IN COMBINATION WITH OTHER PHARMACEUTICAL MATERIALS, CELL-SYSTEMS AND/OR ANY OTHER INVENTIONS ARE NEW AND CAN BE PROTECTED AS A PATENT NOR THAT A PATENT WILL BE GRANTED FOR AN APPLICATION COVERING THE PROVIDED TECHNOLOGY.
EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN, THE BIOLOGICIAL MATERIALS AND NANOTOOLS’ SERVICES ARE PROVIDED TO CLIENT "AS IS" WITHOUT ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED AND WITHOUT ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE BIOLOGICAL MATERIALS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHT OF ANY PARTY.
Limitation on Liability
Damage claims - of whatever kind - against NanoTools shall be excluded in cases where NanoTools, its statutory representatives or its authorized agents caused losses or damages by ordinary negligence.
This exclusion of liability shall not apply in cases of bodily harm, gross negligence or willful intent, in cases where a contractual guarantee has been assumed nor in cases where a material contractual obligation has been breached, jeopardizing the fulfilment of the purpose of this Agreement. Material contractual obligation constitutes a condition sine qua non and on the fulfillment of which the customer regularly relies and may rely. However, NanoTool's liability in this respect shall be limited to the scope of the guarantee or, in cases where material contractual duties have been negligently breached, to the foreseeable loss typical of this type of contract. Claims under the German Product Liability Act remain unaffected.
In so far as Nanotools is fundamentally liable in cases of ordinary negligence, liability shall be limited to the value of the order giving raise to the claim.
In no event shall NanoTools be liable to Client or any third party for any use of the Biological Materials, nor for any loss, claim, damage, or liability, of any kind or nature, including any claim for any special, incidental or consequential damages, which may arise from or in connection with this Agreement or the use, handling or storage of the Biological Materials.
Clients obligation, Indemnification by Client
The Client shall not send to NanoTools samples presenting direct or indirect hazards, or that may potentially cause direct or indirect harm to the personnel, the interests, or property of NanoTools.
Client agrees to defend, indemnify, and hold NanoTools, its officers, directors, employees, affiliates, and agents harmless from any claim, damage, or liability of any kind (including, but not limited to, any reasonable attorneys' fees, legal costs and expenses) arising out of (i) any claim by a third party that the Biological materials or other samples sent to NanoTools by the Client infringes any Intellectual Property Rights (as defined below) of any third party; (ii) a breach of any representation or covenant of Client under this Agreement; or (iii) any other claim connected with any use, handling, or storage of the Biological Materials except to the extent such occurrence arises from the gross negligence or willful misconduct on the part of NanoTools. For purposes of this Agreement, the term "Intellectual Property Rights" means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how or similar intellectual property rights and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.
NanoTools shall be free to subcontract any services to subcontractors/vendors at its discretions. NanoTools implements an Approved Vendor system that is managed by our Quality System. NanoTools provides only essential information to vendors and strives to protect Client confidentiality.
Compliance with Laws and Regulations
Nanotools warrant that to the best of its knowledge the goods are produced and the services are delivered in compliance with all applicable laws, rules, regulations, ordinances and orders within the EU and the local laws of Germany.
Unless otherwise expressly indicated in our catalogues or on the label or other documentation accompanying the Biological Goods, the Biological Goods are intended for research use only and are not to be used for any other purposes including, but not limited to, unauthorized commercial purposes. You acknowledge that the Biological Goods have not been tested by or for us for safety or efficacy, unless expressly stated in the label or other documentation accompanying the Biological Goods. Without limiting the foregoing restrictions, you warrant to us that should you use or sell the Biological Goods for any use other than research, you shall conduct all necessary tests, comply with all applicable regulatory requirements, issue all appropriate warnings and information to subsequent purchasers and/or users and be responsible for obtaining any required Intellectual Property rights. You represent and warrant to us that: you will properly test, use, and, to the extent authorized, manufacture and market any goods purchased from us and any final articles made from them in accordance with and in compliance with all applicable federal, state, and local statutes, rules, regulations, ordinances, and orders.
Governing Law and Jurisdiction
Place of performance and payment shall be the seat of NanoTools.
These Terms and Conditions and all orders placed hereunder shall be governed and construed in accordance with the laws of Germany. Applicability of the UN Convention on the International sale of Goods (CISG) is excluded hereby.
Exclusive place of jurisdiction for all claims arising out or relating to these Terms and Conditions, any Purchase and/or Delivery, regardless of the legal reason are the competent courts in Freiburg i.Br., Germany.