Terms ofService.

The following General Terms and Conditions (hereinafter “T&C”) shall apply to all deliveries and services of RebisLab R&D GmbH (hereinafter “RebisLab”) to the respective customer (hereinafter the “Customer”).

As a framework agreement, the T&C shall apply, as amended, to future contracts governing the provision of services to the same Customer without there being any need to reference the T&C in each and every case.

Divergent agreements or addenda, in particular a Customer’s general terms and conditions, shall only become integral to a contract if RebisLab has confirmed and acknowledged them in writing. RebisLab hereby expressly objects to counter-confirmations by the given Customer that contain divergent conditions.

All of RebisLab’s offers are subject to confirmation and non-binding unless they have been expressly characterised as binding. A Customer’s orders are deemed a binding contract offer, and RebisLab may accept them within two weeks of receiving them; the onset of the services shall be deemed acceptance of the orders.

The contract between a Customer and RebisLab is deemed to have been made when RebisLab has accepted the Customer’s binding offer (“Contract”).

Amendments to and modifications of the Contract that are made by telephone or orally, as well as any ancillary agreements hereto, must be confirmed by RebisLab to take effect.

Delivery dates or deadlines that were not expressly stipulated as binding are not binding.

The Customer has the obligation to cooperate in the provision of services by RebisLab, particularly by making specimens, documents etc. available if required. Unless otherwise stipulated in writing, RebisLab shall have the right to produce and keep retained samples of specimens, copies or other documents that the Customer has made available to it.

The prices for the services of RebisLab depend on the type and scope of the services requested. Prices for identical partial services may differ due to the design of the services requested in toto.

The Customer acknowledges that RebisLab determines its prices based on the information, materials or data made available by the Customer. The Customer undertakes to agree to appropriate price adjustments if the information, materials or data it has made available are defective or incorrect, thereby preventing RebisLab from duly providing the contractually stipulated services.

German statutory value-added tax (VAT) is not included in the prices. It is broken out separately on the invoice in the statutory amount applicable as at the invoice date.

Invoices are due upon receipt and payable within 14 days of the invoice date.

The Customer shall have rights to set-off or retention only if its claims have been finally adjudicated or are not disputed. This shall not affect the Customer’s right to set-off and retention in case of defects.

RebisLab shall perform its services based on the acknowledged state of the art.

Statutory regulations shall apply unless provided otherwise below if material defects or defects of title give the Customer certain rights.

The Customer shall give RebisLab the requisite time and opportunity for subsequent performance – at least twice – if a deadline for such subsequent performance cannot be dispensed with, in particular, if RebisLab seriously and finally refuses subsequent performance or refuses to remedy the defect and provide subsequent performance because costs are disproportionately high or because subsequent performance fails twice or is unreasonable.

The Customer shall inspect the products or services delivered or rendered, respectively, for potential defects. A notification of defects that are, or could have been, detected during such an inspection shall be sent to RebisLab immediately, in writing, but no later than two weeks from the date on which the findings were transmitted. RebisLab shall be notified of hidden defects immediately but no later than two weeks from the date they are detected. Bringing claims on account of any such defects shall be precluded if the foregoing requirements are not met.

Force majeure of any kind; unforeseeable disruptions of operations, traffic or shipping; fires, explosions, natural disasters, high or low waters; unforeseeable lack of labour, energy, raw or auxiliary materials; strikes, lockouts; war, political riots, acts of terrorism; governmental decrees or other impediments for which RebisLab is not accountable and which delay or prevent delivery or formal acceptance, or make it unreasonable to provide same, shall release RebisLab for both the duration and the scope of the disruption from its obligation to render the services.

RebisLab shall not be liable for damage to the Customer (including expenses) caused by ordinary negligence (“leichte Fahrlässigkeit”) on the part of RebisLab, its statutory agents, employees or other vicarious agents. This shall not apply (i) to liability for harm to life, limb or health; (ii) to liability under the German product liability law; (iii) to breaches of duties material to the Contract, the fulfilment of which makes due execution of the Contract possible in the first place and in respect of which the Customer regularly has the right to trust that they will be fulfilled (hereinafter referred to as “Material Contractual Obligations”); or (iv) if RebisLab has wilfully concealed a defect or has assumed a warranty as to a particular condition (“Beschaffenheitsgarantie”).

In case of breaches of Material Contractual Obligations due to ordinary negligence by RebisLab, its statutory agents, employees or other vicarious agents, the liability of RebisLab for all contractual, extra-contractual and other claims for damages – irrespective of their legal nature – shall be limited to predictable damages typical for a Contract of this type.

The Customer acknowledges that the amount owed under item 4 of these T&C shall constitute the predictable damages typical for a Contract of this type.

If this item 7 provides for an exclusion or restriction of liability in favour of RebisLab, such exclusion or restriction of liability shall also apply to any of the claims brought by the Customer against the statutory agents, employees, staff, representatives and vicarious agents of RebisLab on the same ground for liability.

Unless otherwise stipulated, the rights to the data and test results generated and to the documents prepared under these T&C (hereinafter altogether referred to as “Results”) shall be solely owned by the Customer and transferred to the Customer. Insofar as the transfer of copyrights is excluded by law, RebisLab grants the Customer an exclusive, transferable, and sublicensable right to use the Results without limitation with regard to term, territory, and content. Any use of the Results by RebisLab exceeding the scope of performance of the Contracts under these T&C is subject to the prior written permission of the Customer.

Both the Customer and RebisLab undertake to maintain the confidentiality of all information to which they have become privy and/or received from the other party for the term of the Contract and for a period of five years from its expiry. In particular, they agree not to reproduce the information, make it available to third parties, or use it unless otherwise agreed in writing. “Information” as defined in this clause refers to all embodied or oral information as well as data, records, and documents – in particular, the Results, calculations, designs, drawings, samples, knowledge, experience, and other know-how. The Customer’s right to use the Results in accordance with item 8.1 remains unaffected.

Munich, Germany, shall be the place of performance and the sole place of jurisdiction for all disputes arising hereunder between the Customer and RebisLab. However, RebisLab shall also have the right to sue the Customer at its place of business.

The legal relationships between RebisLab and the Customer shall be subject solely to German law; the United Nations Convention on Contracts for the International Sale of Goods (CISG or Vienna Convention) shall be expressly excluded.

Should any provision of these T&C be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision that comes as close as possible to the economic intent of the original provision.