Terms and Conditions

§1 Scope of Application/Contradictory General Terms and Conditions

1
Central provides on its domain www.centralbiohub.com ("website") a global offering of human biomaterials (biospecimens) and associated additional services like shipment, cold storage and quality assurance certifications (existing and future services) which may be purchased by scientists and employees of research institutions and organizations.
2
The following General Terms and Conditions of Central apply to all contracts, deliveries, and other services, including consultancy services.
3
If clients place orders on the basis of their own Terms and Conditions, these Terms and Conditions shall not be binding and not accepted by Central, unless Central has expressly agreed to such Terms and Conditions in writing.

§2 Contracting Party; Requirements for Entering into a Contract

1
In case of the conclusion of a contract, the contract will be entered into with:

Central BioHub GmbH

Neuendorfstrasse 17

DE-16761 Hennigsdorf

Tel.: +49 (0) 3302 55 199 70

Fax: +49 (0) 3302 55 199 10

Email: central@centralbiohub.com

HRB 11787, Local Court (Amtsgericht) Neuruppin

VAT ID DE31118654

2
Central concludes contracts exclusively with companies as defined under § 14 German Civil Code (Bürgerliches Gesetzbuch, "BGB") and public entities ("customers") purchasing the products and/or services from Central in order to perform scientific research and development. Central reserves the right to conduct a prequalification procedure to establish that the other party meets the requirements of set forth in these Terms and Conditions, and may request proof thereof from the customer before concluding the contract.

§3 Content and Offering on the Platform

1
Central presents the products of various providers on its websites and offers product-related content for informational purposes. Information provided in our publications is subject to modification. The information provided is solely in the responsibility of the supplier of the biospecimens. Additional services will be described on the website and will be performed in accordance with the specifications and conditions explained on the website.
2
By making a purchase, the buyer shall not acquire any rights to use of the trademarks or any other industrial property rights from Central or its providers. By purchasing our products, the buyer shall not be granted any rights to patents or licenses.

§4 Offers & Conclusion of Contracts

1
The presentation of products on the Central website is not a legally binding contractual offering, but only a non-binding offer to customers to make an order for the purchase of products. By ordering the requested products, the customer makes an offer that is binding for the conclusion of a purchase contract. The receipt of the order will be confirmed immediately by Central. The order receipt notice shall not be construed as an acceptance of the offer. The customer is bound by the order for 3 (three) business days during which Central may, inter alia, check the stock of the ordered products and the customer’s credit rating
2
The contract will come into effect when our order confirmation is received by the customer. The order confirmation will usually be sent to the customer by email. If the order is confirmed later than 3 business days and the customer does not want to be bound by the offer anymore, the customer has to notify Central immediately by email, at the latest immediately after receipt of the order confirmation.
3
By placing the order, the customer confirms the following:
  1. The customer meets the prerequisites of § 2(2) Central reserves the right to make the confirmation of the order dependent on suitable proof.
  2. The customers will use the products in full compliance with the product description provided by Central on its website, in particular with respect to the scope of use allowed by the donor of the biospecimens.
  3. The products will only be used for research purposes. The customer will not perform preclinical or clinical trials with the product. In particular, the product will not be transplanted to any living species.
  4. The customer is aware of the inherent limitations regarding the product substance and product description that are described in § 9(1). The customer acknowledges these restrictions and enters into the contract with full knowledge that these restrictions apply to the content of the order, the order confirmation, and the shipped products.
4
The customer undertakes to review the information on the order confirmation immediately for accuracy and to report independently within 48 hours if there are deviations. If the customer does not notify such deviations within this time period, it is agreed that the contract shall be concluded under the conditions stated in the order confirmation.
5
Our General Terms and Conditions will always take priority over conditions stated in the order confirmation.

§5 Ordering Options

The customer may transmit its order in the following ways:
  • Telephone: +49 (0) 3302 55 199 70
  • Fax: +49 (0) 3302 55 199 10
  • E-Mail: orders@centralbiohub.com
  • Internet: www.centralbiohub.com

§6 Cancellation by the Customer after receipt of the order confirmation

1
The customer may cancel the order with Central within 48 hours of receipt of the order confirmation without any further consequences.
2
In case of cancellations after 48 hours of the receipt of the order confirmation, Central may agree to terminate the contract and take back the ordered products on a voluntary basis, at its own discretion, and with the issuing of an invoice of a 30 % restocking fee, transport costs and any customs duties.
3
If the buyer has already received the products and if Central agrees to a return of the products, the products must be returned in the original or appropriate packaging and with the necessary cooling. The customer has to provide documentation that proves that the storage conditions stipulated in the product description on the website have been maintained since the moment when customer took possession of the product. In case of a cancellation pursuant to this § 6(3), Central will bear the shipping risk, but customer will remain responsible for customs clearance (export and import) and, if required, licenses and permits in the country where customer is located. The customer can be charged for returned products, which are identified by Central as defective as a result of incorrect or interrupted cooling or for other reasons resulting from the handling by or on behalf of the customer.

§7 Prices & Payments

1
The prices stated on the Central websites are net prices and exclude shipping, any customs duties and VAT. The customer shall be charged for these and they shall be listed separately on the order confirmation/invoice.
2
The customer pays the full price (net price + shipping fee + commission fee + customs duties) ("Purchase Price") of the ordered product to Central upon receipt of an invoice. Central may request advance payment in the order confirmation and is entitled to withhold the ordered product(s) until full payment is received.
3
The Purchase Price shall become due within 30 days after the receipt of the invoice unless otherwise provided in the invoice, e.g., in case of advance payment. Central may invoice the Purchase Price and require advance payment within a reasonable time period shorter than 30 days if this is required for reasons such as product availability from suppliers, the perishable nature of the ordered product, storage or transport requirements, or the like.
4
In case of delayed payment, Central is entitled without any further proof to charge interest on arrears totaling 8% above the base interest rate (Section 288(2) German Civil Code). The possibility of asserting further claims for damages as a result of default shall remain unaffected.

§8 Place of Fulfillment, Shipping, Transfer of risk

1
Central will provide the purchased products "Free Carrier" ("FCA" INCOTERMS 2010) at the place specified in the product description on the website.
2
Once Central has obtained proof of the authorization of the full payment by the customer, Central will notify this to the supplier. The supplier will start the shipping process as soon as possible after getting this information.
3
Customer is responsible for choosing the carrier and organizing shipment including storage and maintenance of the appropriate storage conditions. If the customer does not communicate the carrier and shipment details to Central at the moment of making the advance payment or upon request by Central, Central will choose a carrier on behalf of the customer. Central cannot be held liable for the performance of the carrier’s tasks by the chosen carrier and will only assume liability for the selection of the carrier, whereas liability for minor and simple negligence is excluded.
4
Customer is responsible for transport insurance, all licenses and permits that may be required for lawful transportation, customs proceedings, and other delivery steps, as the case may be.
5
The delivery times stated on the product websites shall give a rough idea of the timing of orders based on an immediate payment by the customer and are not binding. The delivery times stated in the order confirmation from Central shall be governing. If Central obtains information on a delay in delivery, it will notify the customer immediately. If the delay is not acceptable for the customer, this does not entitle it to cancel or withdraw from the order.
6
If we are not responsible for a delay in dispatching the product, for example in case of energy shortages, interruptions in operations and traffic, strikes, or force majeure, the delivery time will be extended accordingly. Claims for compensation for damages by the customer shall be excluded.
7
Central shall be entitled to make partial deliveries if this is reasonable for the customer.
8
Customer will indemnify and hold Central harmless from any claims arising out of the delivery by the carrier, e.g., customs issues, a delay in acceptance, or culpable breach of obligations to cooperate by the customer. Further claims of Central shall remain unaffected.
9
In all cases, Central will not be liable for indirect damages, consequential damages, or economic losses, which are incurred by the buyer as a result of a delayed delivery.

§9 Warranty; Money-Back Guarantee

1
The products offered by Central on the website are collected from donors for medical purposes by different suppliers. Hence, the products and its descriptions on the website are subject to the following limitations that the customer acknowledges:
  1. Central does not have first-hand information of or control the collection process of the biospecimens and the storage conditions. Central exercises best commercial efforts to verify the declarations made by the collectors and suppliers of the biospecimens regarding
    1. the origin of the biospecimens (e.g., species, sex, tissue or cell type, pathological characteristics);
    2. storage conditions (e.g., added substances, temperature, radiation);
    3. transport conditions (e.g. cooling, duration, physical forces);
    4. informed consents by the donor.
  2. Central cannot perform analytical examinations, inspections, quality checks, review of original documents, and other checks or investigations that require a presence at the collection or storage site. Central plans to identify suppliers that are verified by Central with a view to the process quality and their quality management system.
2
The information on the features of our products (contents, quantity information, technical data, etc.) can only be treated as approximate values due to the nature of the products. This shall also apply to the information provided by us and our suppliers on the product data sheets. Minimal deviations that are customary in the industry shall not entitle the customer to any warranty claims.
3
The customer will inspect the supplied product immediately after the delivery by Central to see whether it complies with the product description. If a product does not comply with the product description, the customer will be entitled to a replacement from Central. For Central to perform the exchange or replacement appropriately, the customer must inform us of the defect immediately after the defect is determined, at the latest, however, within 10 days of receipt of the product. Defects which were not apparent even during a proper inspection are to be notified to Central by the customer without delay. If no complaints are made about the product, it shall be considered approved. The use or processing of the products will also be considered as confirmation of delivery in line with the contract and will exclude claims for defects, unless it was only possible to determine that the product was defective by using it.
4
In case of a complaint arising from a defect in the product delivered, Central reserves the right to request an informational report on the measurement results. If the material defect is demonstrated by the customer, the customer will receive a refund or an appropriate credit, at the customer’s discretion, of the invoiced amount. Central will arrange for the products to be collected. The customer must ensure that the packaging is appropriate for transportation.
5
In case that the donor revokes his given consent to use his human biomaterial before the research by the customer has started, the customer will receive a refund of the purchase price, and the customer will return the product to Central; §6(3) shall apply accordingly. If the costumer already started the use of the human biomaterial, the customer will be given an appropriate credit to the invoice amount. Customer cannot claim compensation from Central, and Central cannot be held liable for the revoked consent, unless customer has suffered a direct loss and Central has caused such loss with intent or gross negligence, or §10(1) applies.

§10 Liability

1
Central shall be liable without limitation for damage arising from culpable harm to life, body or health.
2
Further claims by the customer, in particular claims for damages as a result of lost profit, other property damage, or other damage that were not caused by the supplied products shall be excluded. This exclusion of liability will not apply if Central, its legal representatives or agents have acted intentionally or in a grossly negligent manner or, in case of guaranteed properties of the product, if there is an error with regard to the guaranteed property of the item, if and to the extent to which the purpose of the guarantee was to secure the customer against damage that did not occur to the product itself.
Please note that we cannot be held liable, in particular, for the following:
  • loss of profits, sales, business, or revenue;
  • business interruption;
  • loss of anticipated savings;
  • loss of business opportunity, goodwill or reputation; or
  • any indirect or consequential loss or damage.
3
Central shall not be liable under this contract for services provided by third parties on the basis of a separate contract with the customer.
4
Liability of Central is excluded in particular if the products sold by us are used for other purposes than those stated in the product data sheet.
5
Central accepts no liability for damages caused by improper handling of the goods, by improper storage of the goods or by using the goods in the household or on humans and animals.
6
Mandatory statutory provisions, such as the German Product Liability Act, shall remain unaffected by the provisions hereinabove.

§11 Use of the Products Supplied

1
The customer has to comply with the country-specific standards and regulations for handling of the product, and needs to possess the corresponding knowledge resp. qualifications. All human body materials are to be considered as potentially infectious. The end user must be familiar with the procedure for handling these products and the statutory provisions involved. The products may only be used by trained staff in laboratories equipped for the purpose and must not be passed on to private persons.
2
The customer shall implement appropriate technical and organizational measures to ensure that the products purchased are used within the applicable usage and security regulations and are disposed of properly.
3
Any use of the purchased substances contrary to ethical, legal, or political standards shall not be permitted. Please note, that the national law in your country may deviate from European Union law.
4
The use of the human biospecimens has to be stopped immediately in case that the donor revokes his given consent to use his human biomaterial.
5
Once the use of the supplied product is terminated, the costumer has to destroy and dispose of the product appropriately.
6
The costumer has to document properly the handling and storage of the supplied product.
7
Any consultation provided by us is to be considered as non-binding advice from us. It shall not release the buyer from the obligation to perform its own checks on the products to ensure that they are suitable for the intended procedures and purposes, or from its own duty of care. The user must comply with the necessary duty of care even if there is no clear hazard symbol.

§12 Intellectual Property Rights

1
We are the owner or the authorised licensee of all intellectual property rights on and relating to our website, and in the material published on it including, without limitation, any text, graphics, logos, images and software. Those works are protected by copyright, trademark and other intellectual property laws. All such rights are hereby expressly reserved.
2
We grant users of our website a non-exclusive, limited, revocable licence to view, print, and distribute materials contained on this website and/or any portion thereof, pursuant to the following conditions:
  1. You may print off one copy, and may download extracts, of any page(s) from our website for your personal reference. You must not produce a photocopy or scan any printed copy or store a copy of our website on any server or other storage device connected to a network.
  2. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
  3. Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged. You must not delete any copyright notice from any material printed or downloaded.
  4. You must not license or resell any material downloaded, printed or accessed from our site. You are allowed to use it for non-commercial purposes and in order to update your legal knowledge and stay up to date with legal affairs. You must not use it for commercial purposes without our prior written consent.
  5. You must not incorporate any material downloaded, printed or accessed from our site in any legal advice or transaction documents.
3
Central does not claim any rights arising out of the research and development activities with the purchased products.

§12 Language

This Agreement has been executed in the English language. The parties hereto confirm that it is their wish that the business relationship including purchase contracts, as well as other documents relating hereto, including notices, have been and will be written in the English language only. All communications and notices to be made or given pursuant to this Agreement must be in the English language.

§13 Privacy Policy

Data received from the buyers in connection with the use of the platforms shall be used by Central in compliance with statutory provisions. Otherwise, the Privacy Policy shall apply, which can be accessed at: Privacy Policy.

§14 Confidentiality

1
Except to the extent expressly authorized in the purchase contract or otherwise agreed in writing, the customer agrees to keep information received from Central for the purpose of negotiating or entering into a purchase agreement, in particular offers, prices, product and application specifications, and manufacturing records ("Confidential Information") confidential and shall not publish or otherwise disclose such Confidential Information for any purpose other than as provided in this clause or in the purchase contract. The foregoing provision does not apply to Confidential Information that the customer can establish:
  1. was already known by the Receiving Party (other than under an obligation of confidentiality) at the time of disclosure by the Disclosing Party and such Receiving Party has documentary evidence to that effect;
  2. was disclosed to that Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party not to disclose such information to others; or
  3. was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party;
  4. became generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party;
  5. became generally available to the public or otherwise part of the public domain after its disclosure or development, as the case may be, and other than through any act or omission of a Party in breach of this confidentiality obligation;
  6. was independently discovered or developed by or on behalf of the Receiving Party without the use of the Confidential Information belonging to the other Party and the Receiving Party has documentary evidence to that effect.
2
Notwithstanding the foregoing paragraph (1), the customer may disclose Confidential Information belonging to Central to the extent such disclosure is reasonably necessary to:
  1. Prosecute of defend litigation
  2. Exercise rights hereunder provided such disclosure is covered by terms of confidentiality similar to those set forth herein and
  3. Comply with any applicable governmental laws and regulations, in particular Customs requirements.
In the event that customer shall deem it necessary to disclose pursuant to this paragraph (2) Confidential Information belonging to Central, the customer shall to the extent possible give reasonable advance notice of such disclosure to Central and take reasonable measures to ensure confidential treatment of such information.
3
Notwithstanding the foregoing, the customer shall have the right to use Confidential Information in carrying out its interests and responsibilities in research and development to the extent foreseen by the purchase contract.

§15 Applicable Law; Legal Venue

1
This contract and its execution shall be governed by and constructed in accordance with the laws of the Federal Republic of Germany.
2
Exclusive legal venue for all disputes directly or indirectly arising from the contract, including from checks and bill of exchanges and all disputes about the conclusion of the contract, amendment and termination, is 16761 Hennigsdorf, Germany.

§16 Severability Clause

Should individual clauses of these Terms and Conditions not become integral part of this contract in whole or in part or be or become invalid, null and void or contestable in whole or in part, the effectiveness of the remaining clauses or the remaining parts of the contract itself shall remain unaffected. In compliance with statutory provisions, the respective clause is then to be replaced by an effective clause most closely resembling the intended economic purpose of the ineffective, null and void or contestable provision. The same shall apply to gaps, if any.