1. Preamble
1.1
These Standard Terms and Conditions for the national and international sale of antibodies listed for sale on this web-site shall exclusively apply to the sale via internet, save as varied by express agreement accepted in writing by both parties.

1.2
The offer, order acknowledgment and acceptance of sale via internet of any goods covered herein is conditioned upon the terms contained in this document. Any conditional or different terms proposed by the buyer are objected to and will not be binding upon UNICUS Karlsburg OHG unless assented in writing by UNICUS Karlsburg OHG.

1.3
These conditions shall govern any future individual contract of sale between UNICUS Karlsburg OHG and the buyer via the internet.

1.4
Any typographical, clerical or other error or omission in any sales documents, quotation, price list, acceptance of offer, invoice or other document of information issued by UNICUS Karlsburg OHG shall be subject to correction without any liability on the part of UNICUS Karlsburg OHG.

2. Orders and specifications
2.1
The order made by the buyer by filling out the order form mask is a binding offer to buy the specified goods.

2.2
The acknowledgement by e-mail is sufficient for the acceptance of the sales contract.

2.3
The quantity, quality and description of and any specification for the goods shall be those set out in UNICUS Karlsburg OHG’s quotation (if accepted by the buyer) or the buyer’s order (if accepted by UNICUS Karlsburg OHG).

2.4
UNICUS Karlsburg OHG reserves the right to make any changes in the specification of the goods which are required to conform with any applicable statutory requirements or, where the goods are to be supplied to UNICUS Karlsburg OHG’s specification, which do not materially affect their quality or performance.

2.5
Any such specification, sales documents, quotation etc. shall be strictly confidential and must not be made available to third parties.

2.6
The buyer shall be responsible for UNICUS Karlsburg OHG for ensuring the accuracy of the terms of any order submitted by the buyer, and for giving UNICUS Karlsburg OHG any necessary information relating to the goods within a sufficient time to enable UNICUS Karlsburg OHG to perform the contract in accordance with its terms.

3. Payment and prices
3.1
The price of the goods shall be UNICUS Karlsburg OHG quoted price or, where no price has been quoted, the price listed in UNICUS Karlsburg OHG current price list published on this web-site at the date of acceptance of the order.

3.2
UNICUS Karlsburg OHG reserves the right, by giving notice to the buyer at any time before delivery, to increase the price of the goods to reflect any increase in the cost to UNICUS Karlsburg OHG which is due to any factor beyond the control of UNICUS Karlsburg OHG (such as foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of materials or other costs of manufacture) or any change in delivery dates.

3.3
The price is exclusive of any applicable value added tax, which the buyer shall be additionally obliged to pay to UNICUS Karlsburg OHG.

3.4
Except as otherwise stated under the terms of any quotation or in any price list of UNICUS Karlsburg OHG, and unless otherwise agreed in writing between the buyer and UNICUS Karlsburg OHG, all prices are given by UNICUS Karlsburg OHG on an “ex works” basis, and where UNICUS Karlsburg OHG agrees to deliver the goods otherwise than at UNICUS Karlsburg OHG’s premises, the buyer shall be obliged to pay UNICUS Karlsburg OHG’s charges and duties for transport, packaging, customs and insurance.

3.5
The buyer agrees that payment in full shall be due on the terms stated herewith, as repeated on the invoices, costs of transfer of funds being borne by buyer.

3.6
If not otherwise stated in the invoice, payment shall be effected by interbank payment transaction.

3.7
Late payment shall be subject to interest, calculated on the basis of 5% per annum above European Central Bank Basis Interest Rate, for any unpaid balance from 20 days after the buyer received the invoice.

4. Delivery and delivery time
4.1
Deliveries to destinations outside Germany will be made via our usual carrier or via registered air mail unless instructed otherwise at the time of the order.

4.2
Deliveries to destinations inside Germany will be made via our usual carrier.

4.3
If the buyer fails to accept the delivery, he shall nevertheless make any payment conditional on delivery as if the goods had been delivered. UNICUS Karlsburg OHG shall arrange for the storage of the goods at the risk and cost of the buyer. If required by the buyer UNICUS Karlsburg OHG shall insure the goods at the cost of the buyer.

5. Transfer of Risks
5.1
Risk of damage to or loss of the delivery shall pass to the buyer as follows:

- in the case of goods to be delivered otherwise than at UNICUS Karlsburg OHG’s premises, at the time of the transfer to the forwarding agency;

- in the case of goods to be delivered at UNICUS Karlsburg OHG’s premises ("ex works", Incoterms 1990) at the time when UNICUS Karlsburg OHG notifies the buyer that the goods are available for collection.

6. Warranty
6.1
Analytical specifications of the goods as shown on the web-site shall only be construed as a warranty/representation if expressly stated so in the acknowledgement according to sec. 2.2.

6.2
Is the buyer a merchant in the course of business, he shall examine the goods as required by German Law (§§ 377, 378 of the German Commercial Code (HGB)) and in doing so check every delivery in any respect. He shall give prompt notice if the good is faulty or varies in quantity or quality. The failure to notify faults or variation in quantity or quality leads to approval of the delivered good. The same applies in case of a delayed notification.

6.3
The right of the buyer to claim any defect in the quality or condition of the goods or their failure to correspond with specifications expires after six months from the date of delivery.

6.4
Where any valid claim in respect of any goods which is based on any defect in the quality or condition of the good or their failure to meet specifications is notified to UNICUS Karlsburg OHG in accordance with these Conditions, UNICUS Karlsburg OHG shall be entitled to replace the ordered good free of charge first. If UNICUS Karlsburg OHG is neither ready nor able to replace the goods the buyer shall be entitled at the buyer’s sole discretion to demand a reduction of price or the cancellation of the contract.

7. Liabilities
7.1
The buyer cannot invoke the liability of UNICUS Karlsburg OHG for direct and/or indirect damage caused by use, transportation, storage or utilization contrary to the specifications of the goods.

7.2
All our goods are sold for experimental use only. These antibodies are not destined to be used on humans. The use on humans according to sec. 15 Safety of Goods Act Germany (Produkthaftungsgesetz) is expressly excluded. UNICUS Karlsburg OHG will not be liable for any use that does not comply with this limitation. UNICUS Karlsburg OHG does not search for existing patents on goods. It is the sole responsibility of the buyer to determine the existence of any patents on any goods that may cause infringements of existing patents or other rights of third parties.

7.3
UNICUS Karlsburg OHG shall not be liable for the goods being fit for a particular purpose unless otherwise agreed upon.

8. Limitation of liability
8.1
As far as statutory provisions do not provide a lesser liability the following shall apply:

The liability of UNICUS Karlsburg OHG, their servants or agents shall be limited to willfulness and gross negligence, unless main obligations arising under the contract are not violated.

The liability of UNICUS Karlsburg OHG, their servants and agents arising from any cause of action or claim whatsoever (including delay in performance, non-performance or partial non-performance or negligence) shall be limited to in aggregate the price for the part of the goods which gives rise to the cause of action or claim. However, liability for death or personal injury caused by the negligence of UNICUS Karlsburg OHG shall not be so limited.

8.2
If the goods are to be manufactured or any process is to applied to the goods by UNICUS Karlsburg OHG in accordance with a specification submitted by the buyer, the buyer shall indemnify UNICUS Karlsburg OHG against all loss, damages, costs and expenses awarded against or incurred by UNICUS Karlsburg OHG in connection with or paid or agreed to be paid by UNICUS Karlsburg OHG in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual rights of any other person which results from UNICUS Karlsburg OHG’s use of the buyer’s specification.

9. Ownership of the products
9.1
The ownership of the goods remains vested in UNICUS Karlsburg OHG until their payment in full is received by UNICUS Karlsburg OHG.

9.2
UNICUS Karlsburg OHG shall have absolute authority to retake, sell or otherwise deal with or dispose of all or any part of the goods in which ownership remains vested in the seller, if the buyer does not pay the ordered good within 20 days after he has received the invoice.

9.3
Until such time as the property in the goods passes to the buyer, the buyer shall hold the goods as UNICUS Karlsburg OHG’s fiduciary agent, and shall keep the goods properly stored, protected and insured.

9.4
If third parties take up steps to pledge to otherwise dispose of the goods, the buyer shall immediately notify UNICUS Karlsburg OHG in order to enable UNICUS Karlsburg OHG to seek a court injunction in accordance with § 771 German Code of Civil Procedure (ZPO). If the buyer fails to do so in due time he will be held liable for any damages caused.

10. Miscellaneous Clauses
10.1
Each party shall be responsible for all its legal, accountancy or other costs and expenses incurred in the performance of its obligation hereunder.

10.2
Rights of the buyer to set-off against claims of UNICUS Karlsburg OHG are excluded, except where the corresponding claim of the buyer has been finally judicially determined or recognized by UNICUS Karlsburg OHG in writing.

10.3
All legal relations arising between buyer and UNICUS Karlsburg OHG shall be governed by German law. The UN Sales Convention (United Nations Commission on International Trade Law) is expressly not applicable.

10.4
As far as mandatory statutory provisions demand otherwise each party agrees to submit the jurisdiction under the court of Greifswald.

10.5
The parties hereby agree that all amendments and changes of the contract as well as any correspondence are to be drawn up exclusively in German or English language and have to be in writing. The requirement of being in writing is fulfilled by means of facsimile and e-mail.