1. General
The Terms and Conditions contained herein shall apply to all quotations, and contracts for the delivery of goods and services by ProteaImmun GmbH (“hereinafter referred to as the “Seller”). Any changes to the terms contained herein must specifically be agreed to in writing by Seller. Seller reserves the right to supply products with minor deviations to specifications concerning volume, weight, condition, and quality. Forceful merger, temporary company shutdowns, labor disputes, or other impediments which are outside the control of Seller or its suppliers, shall release the Seller from its contractual delivery obligations for the term of the disruption and its effects.

2. Quotation and Order Confirmation
Seller’s offers are subject to change without notice. Contracts shall not be deemed to be legally binding before the Seller’s written order confirmation or delivery of the products. Seller’s invoices are payable and due after delivery, unless the Buyer was notified that delivery can only be fulfilled against prepayment.

3. Prices
All charges will be calculated according to the prices in effect on the delivery date. All payments shall be in Euro (€). Value added tax shall be added thereon. Prices are subject to change without notice. Should the statutory sales tax rate be increased, between conclusion of contract and delivery, then the agreed gross price will equivalently be raised. The Seller shall reserve the right to make individual changes in separate contracts. Express delivery (24-Hour service) can be made for an additional surcharge after consultation. Transportation charges will be invoiced to Buyer for all deliveries outside of Germany. ProteaImmun will use its best efforts to consider Buyer’s requests regarding choice of transport carrier. In case the Buyer has its own account with transport carrier, Seller will use this account if notified at the time of order. For dry-ice shipments, an extra shipping surcharge of € 25,00 (3-5 kg dry-ice) and € 60,00 (10-15 kg dry-ice) will be charged respectively for orders with a net value up to € 700. In addition to transportation charge for deliveries outside of Germany a surcharge for dry ice (see upper lines) will be invoiced to Buyer. The delivery time of orders for proteins, antibodies, and ELISA is a minimum of 3 days. Please note, due to security purposes, dry ice deliveries outside Europe will be fulfilled only on Mondays and Tuesdays.

4. Delivery
Delivery will be made with title and risk passing to the Buyer. This shall also apply if Seller, on the basis of an individual agreement, pays the shipping cost and/or Seller insures shipment, or if Seller assembles and installs the delivered item for the Buyer. Upon Buyer’s request, Seller may provide transportation insurance, if given due notice. Seller shall be entitled to designate itself as the beneficiary, if applicable. Seller shall only be liable for ordinary care with respect to the choice of transportation insurer. The Buyer is obligated to accept, without due delay, the receipt of delivered goods under contract. The failure to receive delivered goods will entitle Seller to ship or store the delivery item, passing the cost and risk to the Buyer. Seller will charge Buyer’s account after the expiration of a one week grace period. The Buyer shall notify Seller of any latent defects without undue delay after their discovery. The failure to observe these deadlines shall result in the automatic loss of any warranty claims which might otherwise have existed. The Buyer is responsible for reporting any loss of goods and annotating the delivery receipt for any damage to goods. Furthermore, notifications of defects to delivered goods or incorrect deliveries shall be immediately made in writing by the Buyer to the carrier. The Buyer shall notify the Seller in writing of defects to delivered goods or incorrect deliveries at the latest within one week after receipt of the goods. The failure to observe these guidelines shall result in the automatic loss of any warranty claims which might have otherwise existed. In case of goods damaged in transit or lost goods, the Buyer shall be liable for payment of the full purchase price. The Buyer acknowledges that delivery dates provided by Seller are only estimates. The Seller shall not be liable for delays in delivery or for failure to perform due to causes beyond its reasonable control nor shall the carrier be deemed an agent of Seller. In the event of delay caused by such event, the date of delivery shall be extended for a period equal to the time lost as a consequence of the delay in delivery without subjecting Seller to any liability or penalty. In the event delays in delivery due to interruption of operation,
official order or via major, company shutdowns, labor disputes, or other impediments which are outside the Seller’s responsibility which affect the Seller or its suppliers, the date of delivery shall be extended for a period equal to the time lost as a consequence of the delaying delivery without subjecting Seller to any liability or penalty. In this case, claims for damages by the Buyer are excluded. The Seller shall be entitled to fulfill partial delivery as far as this does not fall below a reasonable minimum. The Buyer is obligated to examine the delivery receipt. Any objection shall be immediately filed in writing, otherwise the receipted quantity delivered is considered to be accepted. ProteaImmun business hours are on weekdays from 8:00-17:00 Central European Time. Outside normal working hours the Buyer can order per fax (+49 (0) 30-9489-3172), per voicemail (+49 (0) 30-9489-3170) and per e-mail ( This e-mail address is being protected from spambots. You need JavaScript enabled to view it. ) This e-mail address is being protected from spambots. You need JavaScript enabled to view it ). Orders placed by 13:00 are delivered within 48 hours. For orders placed after 13:00, ProteaImmun GmbH can guarantee a 72-hour service. Delivery times apply for orders inside the Federal Republic of Germany. There is no minimum order value for orders placed directly with ProteaImmun GmbH.

5. Terms of Payment
Invoices shall be deemed acceptable by the Buyer, unless Buyer files an objection in written form within thirty (30) days from invoice date.

A) Seller’s invoices are payable and due net 30 days after the invoice date ProteaImmun GmbH does not provide discounts.
B) Checks are accepted within Germany. Any bank charges shall be paid by Buyer. Alternative methods of payment may
    be stipulated in individual cases.
C) In the event of late payment, Seller shall assess interest as of the due date, in the amount of 5 % above the rate of the 
    German Central Bank. Dunning costs and encashment charges will be charged to the Buyer’s account.
D) If the Buyer suspends payment, or files bankruptcy or composition proceedings, ProteaImmun GmbH is authorized to 
    demand advanced payment or deposit.
E) Buyer may only off-set its own claims against due payments or claim a right of retention insofar as its claims are 
    determined with res judicata effect, are non-disputed, or are recognized. In addition, Buyer shall not be permitted to 
    assign its claims against Seller. 

6. Application Area and Licenses
Seller’s products are designed for use in scientific research. Seller has developed the products for this purpose. Any use of the Seller’s products for human medical treatment, for diagnostic purposes, or as pharmaceuticals shall only be permitted if such application is allowed pursuant to the statutory regulations applicable both to the Buyer and the user and, insofar as necessary, also an approval of the competent authority has been granted. In addition, such application of Seller’s products shall require the prior written consent of the Seller. Explicit instructions for use stated on the package (e.g.”in vitro Diagnosticum”) shall be deemed to be written approval of the Seller; such shall not, however, replace any governmental approvals which are necessary in the user’s country.

7. Retention of Title
Seller reserves ownership title to the goods delivered by it until the Buyer has discharged all of its obligations arising out of the business relationship with Seller. The goods subject to reservation of title may neither be pledged nor transferred as security. Buyer shall only be authorized to sell the goods subject to the reservation of title in the ordinary course of its business. Insofar as reservations of title in the Seller’s favor exist or accounts receivable of the Buyer are assigned to the Seller, then the Buyer shall be obligated to provide any information necessary for the protection of the Seller’s rights. To secure Seller’s claims from the business relationship with the Buyer, Buyer herewith now assigns to the Seller a first-priority creditor right to its accounts receivable resulting from the resale of the goods subject to reservation of title in the amount of the Seller’s invoice. Payments which the Buyer receives as payment for the sale of goods subject to reservation of title shall first be credited to that part of the total accounts receivable not assigned to the Seller, insofar as the payer does not expressly state otherwise. This shall apply, in particular, to attachments or other forms of seizure or arrest by third parties on the goods or any accounts receivable assigned to the Seller. The costs of any interventions shall be borne by the Buyer. Subject to revocation of such right, the Buyer shall be authorized to collect the account receivables assigned to the Seller. The Seller’s right to collect the assigned account receivables itself shall remain unaffected hereby. Purchaser is bound to insure reserved goods adequately in usual scope at his own expense, but in either case against fire, storm, water loss and larceny and to verify coverage by request.

8. Liability
Liabilities for damages or non-contractual responsibilities are excluded. Exclusion particularly applies to compensation for reduced profit or consequential loss. The Seller shall be liable in accordance with the statutory provisions for damages and reimbursement of expenses which were caused by intentional misconduct or gross negligence of the Seller’s legal representatives or management employees. In case of delay in delivery by our default or it is impossible for us to deliver, claim for damages is limited to proven damage, but maximum 8 per cent of value of delivery item or service. This Limitation of liability doesn’t apply in case of gross negligence and intent. Above mentioned Limitation of liability doesn’t apply if current liability insurance makes up for loss. Provisions of Product Liability Act remain unaffected.

9. Objection
Notifications of defects of goods delivered shall be made in writing at the latest within one week after receipt of the goods stating the invoice number and invoice date. Latent defects shall be notified within 5 days after their discovery. In case of justified objections, Seller shall be entitled to replacement of goods delivered. Reconsignment of objected goods is only allowed by explicit agreement.

10. Returns
Reconsignment of goods requires Seller’s prior agreement, in particular for goods delivered on the basis of contract for work or/and materials. In case of reconsignment the Seller will charge a 10% (ten percent) handling fee based on the value of goods.

11. Place of Performance and Jurisdiction
Place of performance, delivery and payment is Berlin, Germany. German law shall apply. Jurisdiction shall be in Berlin.