§ 1 General
These terms and conditions apply to all services of pluriSelect GmbH towards business partners, legal persons or special funds of public law. Any opposing or additional terms and conditions of the purchaser shall be expressly excluded. They do not apply unless pluriSelect GmbH expressly states its approval.

§ 2 Offers and Acceptance 
(1) Offers of pluriSelect GmbH are subject to change without notice and are non-binding, they serve as basis for the customer to submit a contract offer.
(2) The contract between pluriSelect GmbH and the ordering party takes effect when pluriSelect GmbH accepts the ordering party's offer (contract or order) within four (4) weeks following receipt of the offer vis-à-vis the ordering party or if the ordering party receives the ordered good within this period.

§ 3 Price, Payment 
(1) Unless stated otherwise, the agreed prices are ex works, and do not include packaging, shipment, customs, taxes and insurance. The costs of packaging, shipment, customs, taxes and insurance are to be borne by the ordering party.
(2) The price to be paid in EURO is based on the currently valid price list of pluriSelect GmbH, unless a different price or currency was agreed upon expressly. The price does not include the statutory sales tax.
(3) The payment of pluriSelect goods and services is due with delivery or service and upon receipt of the invoice by the ordering party without a discount, unless agreed upon otherwise.
(4) Payment by means of bill of exchange and/or check is accepted only if agreed upon expressly in advance. Additional costs, such as discount charges, note charges or similar, are to be borne by the ordering party. If payments are made using a different currency than EURO, the payments are subject to the exchange rates that apply on the date of the invoice. Payments are balanced the day on which pluriSelect GmbH has the invoiced amount at its disposal without any loss.
(5) If the ordering party’s ability to pay deteriorates in the period between the signing of the contract and delivery, or if pluriSelect GmbH becomes aware of the fact that there are justified reservations regarding the ordering party’s ability to pay, pluriSelect GmbH is entitled to
• a) Demand payment prior to the agreed upon due date, 
• b) Hold back outstanding deliveries and services until receipt of full payment,
• c) Demand payment prior to expiration of the contractual term in case of accepted bills of exchange. 
(6) The ordering party is not entitled to offset any claims against the pecuniary claims of pluriSelect GmbH, unless its claims are finally recognized and undisputed. The ordering party is only entitled to a right of lien if its claim involves the same contractual relation. 

§ 4 Delivery Period
(1) pluriSelect GmbH shall fulfill its services within the  period agreed upon.
(2) If deliveries by pluriSelect GmbH are delayed for reasons that are beyond the control of pluriSelect GmbH such as violence, illness, strike and similar, the delivery period is extended accordingly. This also applies if the subcontractors of pluriSelect GmbH experience such circumstances. The ordering party may not deduce any damage claims due to such circumstances.

§ 5 Shipment, Passage of Risk, Insurance and Samples
(1) The goods are shipped and transported at the expense and risk of the ordering party. 
(2) The risk passes over to the ordering party with the shipment of the goods; this also holds for partial deliveries. At the explicit request of the ordering party, pluriSelect GmbH will insure the shipment against theft, breakage, transport damage, fire and water damage as well as other insurable risks. 
(3) If the shipment is delayed due to circumstances that are within the control of the ordering party, the risk passes over to the ordering party on the day of readiness for shipment. pluriSelect GmbH is obligated, however, to effect the insurances requested by the ordering party at its request and expense. 
(4) The ordering party is obligated to accept contractual goods. If the ordering party is in default with regard to the acceptance of the goods, pluriSelect GmbH is entitled, after setting a fourteen (14) day grace period, to withdraw from the contract and/or request damage compensation or to deliver comparable goods at the conditions agreed upon within a reasonable delivery period. Possible additional costs will be borne by the ordering party. 
(5) The ordering party must promptly initiate a damage assessment with the forwarding agent in case of damage or loss of the goods. In case of damage, pluriSelect GmbH must immediately provide a record regarding the transport damage. 
(6) In case of provision of samples on part of pluriSelect GmbH to the ordering party, the ordering party is obligated to use the samples exclusively for internal evaluation purposes or test purposes. A commercial utilization or use is expressly excluded. In particular, the ordering party is not authorized to sell or pass on the samples to third parties. 

§ 6 Retention of Ownershop
(1) With the exception of the cases cited in Art. 5 Para. (6), the ordering party has the revocable authorization to process and sell the delivered goods in the ordinary course of business while observing the following conditions. 
(2) pluriSelect GmbH retains the ownership to the object of delivery until receipt of all payments from the current contract with the ordering party. The provision relates to the recognized balance. In case a payment by checks or bills of exchange is agreed upon, the provison extends to the redemption of the bill of exchange accepted by pluriSelect GmbH and does not expire with the credit entry of the received check by pluriSelect GmbH. 
(3) The ordering party always undertakes a processing or conversion of the object of delivery on behalf of pluriSelect GmbH. If a commingling or combination takes place in such a way that the object of the ordering party is to be regarded as the main object, it is deemed as agreed that the ordering party transfers part ownership to pluriSelect GmbH on a pro rata basis. At the request of the ordering party, pluriSelect GmbH undertakes to release the collateral, to which it is entitled, as the value of the demands to be secured is exceeded by more than 20%, provided that these are still not settled. 
(4) The goods subject to retention of title may only be sold during the normal and proper course of business and only then if receivables from resale have not been transferred in advance to third parties. The receivables to which the ordering party is entitled from resale are deemed as transferred to pluriSelect GmbH with the signing of the contract, this applies even to the extent in which the goods subject to retention of title are combined or processed with other objects. In this case the transferred receivables for collaterals are only used to the extent of the value of the respective sold goods subject to retention. pluriSelect GmbH will not collect the transferred receivables as long as the ordering party fulfills its payment obligations; rather the ordering party remains authorized to collect the receivables. The ordering party is obligated to inform pluriSelect GmbH about garnishees upon request and report the transfer to these. 
(5) The ordering party must immediately inform pluriSelect GmbH about any third party access to the delivered goods that are subject to retention of ownership or to the transferred receivables. 
(6) Should the ordering party act in breach of contract, especially in case of default in payment, pluriSelect GmbH is entitled to reclaim the object of delivery after withdrawal from contract and the ordering party is obligated to surrender the object of delivery.

§ 7 Returning Policy
Product returns will not be accepted by pluriSelect without prior written authorisation. Any shipped products containing biological material (like a pluriBead Kit) are excluded from returning. You can send us a returning request for non-biological products (like pluriPlix) within 14 days. 

If pluriSelect makes a shipping error, either a replacement product will be shipped at no charge or the customer's account will be credited.

§ 8 Warranty 
(1) The warranty is valid for a twelve-month period.

(2) The warranty period according to aforementioned Para. 1 does not come into action if the ordering party was deliberately deceived regarding a deficiency or the deficiency was deliberately concealed. In such case, the warranty periods are based on the statutory regulations. The same applies if pluriSelect GmbH, one of its statutory representatives or one of its assistants have acted grossly negligent or intentionally and/or life-endangering injuries, bodily harm or health damage have occurred and/or pluriSelect GmbH has warranted a specific characteristic of the goods for the scope of this warranty. The warranty period for deficiencies in the supplementary performance also expires with the expiration of the original warranty period of the goods. 

(3) If pluriSelect GmbH’s obligation to remedy a deficiency is not excluded contractually,pluriSelect GmbH may remedy the deficiency at its discretion by free-of-charge reperformance or replacement delivery. In case of replacement delivery, the deficient goods are to be returned to pluriSelect GmbH. If the deficiency cannot be remedied or if the reperformance or replacement delivery may be regarded as failed, the ordering party may demand at its discretion a reduction of payment or may withdraw from the contract. The reperformance may be deemed as failed only if the reperformance or replacement delivery is not possible, if it is delayed unreasonably by pluriSelect GmbH, if there is justified doubt about the chances of success or if it is deemed unacceptable for other reasons. 
(4) For the performance of reperformance and replacement deliveries that are deemed necessary by pluriSelect GmbH at its discretion, the ordering party must provide the necessary time and opportunity after consulting with pluriSelect GmbH. Only in urgent cases such as risk to operational safety and to prevent disproportionately large damage or if pluriSelect GmbH is in default with the remediation of the deficiency, the ordering party is entitled to eliminate the deficiency on its own or to have a third party eliminate the deficiency and to demand that pluriSelct GmbH replaces the necessary costs. 
(5) The ordering party is obligated to examine and report any deficiencies according to Art. 377 of HGB (German Commercial Code). Reports must include all information which the ordering party is aware of and which is useful for identifying the deficiency. The ordering party must take measures that facilitate an identification of the deficiencies and its causes within reasonable bounds. 

§ 9 Liability
(1) pluriSelect GmbH’s liability for compensation of damages is limited as follows:
a) For damage to property up to EUR 100,000 per damage event, however, no more than EUR 300,000 per contract altogether;
b) The liability for economic loss is limited to EUR 300,000 per contract;
c) Claims due to loss of prospective profits are excluded.
(2) The liability limitations according to the aforementioned paragraph (1) do not apply in case of damages that are based on intentional or negligent violation of obligations of pluriSelect GmbH and/or its statutory representatives or assistants. The liability limitations according to the aforementioned paragraph (1) do not apply if life-endangering injuries, bodily harm or health damage have occurred and/or if the product liability act is applicable and/or if pluriSelect GmbH violates essential contractual obligations (cardinal obligations), especially such obligations, the violation of which could jeopardize the fulfillment of the contractual purpose.

§ 10 Data Privacy/Industrial Property Rights/Advertisement

(1) pluriSelect GmbH will collect, process, save and use personal data within the statutory data privacy regulations provided these are necessary for substantiation, layout of contents or change in contractual relation with the ordering party or settlement of incurred liabilities. Personal data include: company, first and last name, address, email address as well as phone and fax number. The ordering party may revoke a granted authorization to collect and use personal data at any time with future effect.
(2) All cost estimates, drawings and other documents handed over by pluriSelect GmbH are subject to the copyrights of pluriSelect GmbH. The goods delivered by pluriSelect GmbH, especially proteins and their production processes, are subject to industrial property rights of pluriSelect GmbH. The ordering party may use the goods, cost estimates, drawings and other documents only for the purpose, for which they are intended in accordance with the contract. A more extensive disclosure to third parties or any other use, especially for the purpose of reverse engineering, is only permitted after prior authorization of pluriSelect GmbH.
(3) An evaluation or announcement of the business relations existing with pluriSelect GmbH in publications or for advertising purposes is only permissible with the express prior approval of pluriSelect GmbH.

§ 12 Place of Performance, Jurisdiction, Applicable Law, Contractual Language
(1) Place of performance and exclusive jurisdiction for any and all disputes arising from or in connection with this contract is Leipzig, Germany.
(2) The contract shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(3) The contractual language is German.