General Terms and Conditions
The following general terms and conditions ("Terms and Conditions") apply to all agreements for sale and/or for services that are entered into between BioCentrum Sp. z o.o., Krakow ("BC") and its customer ("Customer") with the view of Customer either purchasing any of the products manufactured by BC and/or requesting any of the services offered by BC (collectively "Products and Services"). By placing an order for such Products and Services, Customer expressly agrees to the following Terms and Conditions. Any contradictory or additional terms and conditions contained in the purchase order or any other document submitted by Customer are herewith expressly rejected and will have no legal effect.


Orders for Products and Services have to be made in writing by letter, facsimile or e-mail and are subject to acceptance by BC, such acceptance at the sole discretion of BC to be made either in the form of a written confirmation by letter, facsimile or e-mail or by immediately effecting the delivery of Products and Services to Customer. Orders are firm and binding for Customer for a time period of fourteen (14) days. BC will not accept any orders of mouth unless confirmed by Customer in writing by letter, facsimile or e-mail to be received by BC within 3 days after the respective order of mouth was initially communicated to BC. BC does not require any minimum order volume.


BC will invoice its Products and Services according to the prices quoted in the relevant price lists in force at the date of Customer placing the respective order for such Products and Services. BC's current price lists be provided to Customer upon Customer's request. For products and services not covered by the current price lists, upon specific request of Customer, BC may provide Customer with an individual written price quote. Unless otherwise indicated, prices in any price lists or individual written price quote are quoted in Euro and do not include any taxes, including value added tax, which will be invoiced to Customer at the prevailing rate as provided by the relevant laws Prices shown in an individual written price quote to Customer are firm for a period of thirty days. Any purchase order received by BC after expiration of this period will be subject to the then prevailing price pursuant to the respective price list. If such price is above the price quoted in the written price quote, BC will inform Customer immediately hereof in a written order confirmation which may be rejected by Customer on the grounds of the exceeding price within ten (10) business days after receipt of such written order confirmation.

Payment Terms

Customer shall pay the amount invoiced by BC within 30 days after receipt of a respective invoice net to the bank account of BC as shown on the invoice. Customer is not entitled to set-off the invoiced amount against any claims Customer may have against BC unless such counterclaim of Customer is undisputed or legally binding due to an unappealable court decision. Pre-payments may be required in special circumstances for initial or large orders with completion of credit applications. Any required pre-payments will be shown either on the individual written price quote to Customer or, if no such individual written price quote is made, on the written order confirmation that BC provides to Customer. In the latter event, the order becomes firm and binding when the Customer makes the required pre-payments to BC.

Reservation of Ownership

The delivered Products remain the property of BC until full payment of the purchase price, including any additional expenses for delivery, has been made by Customer.


Determination of the manner of shipping and of the carrier used shall be made by BC unless Customer otherwise instructs BC. Shipping and handling charges for shipments within Germany are at the expense of BC except for expedited shipments or shipments under special conditions (dry ice, etc.) which, like all shipments to destinations outside of Germany, are at the sole expense of Customer. The risk of Products shall transfer to Customer immediately with BC handing over such Products to a carrier for transportation to the agreed destination. Delivery timelines quoted on the written order confirmation refer to the dates of shipment of the Products. BC is entitled to partial deliveries, each partial delivery to be invoiced and settled separately according to the above provisions.

Any delays in or failure of performance of any of BC's contractual obligations shall not be considered a breach of such contractual obligation if and to the extent that such delay or failure is caused by occurrences beyond the reasonable control of BC, including, but not limited to acts, regulations and laws of any government; strikes or other concerted acts of workers; fire; floods; explosions; riots; wars; rebellion; and sabotage; as well as any inability to procure materials required to perform the contractual obligations, and provided further that such delay or failure cannot be attributed to any faulty behaviour on part of BC.


Upon receipt of the Products Customer shall carry out a quality inspection of the Products to ensure conformity of quality and quantity of Products with the contractual agreement. In the event that upon such inspection Customer identifies a defect of Products, notification of such defect shall be made to BC in writing immediately, but in any event no later than two (2) weeks after delivery of Products to Customer. If no such timely notification is made to BC, Products shall be deemed to be accepted by Customer unless a defect cannot be discovered upon reasonable inspection by Customer ("Latent Defect"). If such Latent Defect is subsequently discovered by Customer, notification shall be made to BC in writing within two (2) weeks after discovery of such Latent Defect. If no such timely notification is made to BC, Products shall be deemed to be accepted by Customer. These provisions shall apply accordingly for any deviation in type and quantity of Products.

Warranty - Field of Use

BC warrants that the Products and Services will meet the specifications given in the written order confirmation at the time of delivery.

BC's sole liability in the event of any defect or Latent Defect as well as any deviation in type and quantity is, at the sole discretion of BC, limited to repair or replacement of Products. If BC decides to repair Products, and such repair fails, Customer may opt for a reduction of the purchase price of Products or withdraw from the underlying agreement. All Products are intended for in vitro laboratory research purposes only. BC expressly warns Customer against using Products in vivo in humans or animals.

BC shall not be liable for any damages that arise from any inappropriate use or distribution of Products. Customer carries out any research activities involving Products at his own risk. Customer hereby covenants and agrees to indemnify and hold BC, its directors, officers and employees harmless from any claims, liabilities, damages (including consequential and indirect damages), costs and expenses (including reasonable legal fees) arising from the use of Products by Customer unless such damages are caused by any negligent behaviour of BC.

All Products include technologies for which patents have been issued or are pending, or which are protected by any other form of intellectual property rights such as know-how, and for which components have been licensed to make them available, including without limitation BC's proprietary and protected manufacturing process for Products ("Underlying Technologies"). Not all components may be available for commercial license. It is incumbent upon the interest party to contact the appropriate patent assignees for specific information regarding license issues. Purchase of Products does not grant Customer any rights in Underlying Technologies.

Customer is herewith expressly informed that BC manufactures Products according to the specifications as defined by Customer in the respective purchase order. BC does not carry out any research on whether the Products requested by Customer and subsequently produced by BC are free of any third party rights, in particular third party intellectual property rights. Therefore, third party rights, including third party intellectual property rights such as patents, may exist in Products purchased by Customer. Customer hereby covenants and agrees to indemnify and hold BC, its directors, officers and employees harmless from any claims, liabilities, damages (including consequential and indirect damages), costs and expenses (including reasonable legal fees) incurred in connection with claims for any violation by BC of any third party intellectual property rights, including without limitation patent rights, resulting from BC carrying out the Services according to the request of Customer, and/or manufacturing Products according to the specification of Customer.

Except as expressly provided in these Terms & Conditions, BC makes no representations of any kind and hereby expressly disclaims all warranties relating to the Products or their use, including without limitation as to quality, condition, merchantability, fitness for a particular purpose, or non-infringement of third party intellectual property rights.


BC shall be liable without limit in accordance with the statutory provisions for damages resulting from the gross negligent or willful misconduct of its legal representatives or managerial employees, as well as for personal injury. In the event of intention or gross negligence of mere vicarious agents as well as in the event of minor negligence causing the violation of essential contractual duties which are indispensable for the achieving of the contractual purpose and on the strict compliance with which Customer must therefore be able to rely, BC shall be liable in accordance with the statutory provisions, limited to such damages as were foreseeable for BC at the time of entering this Agreement in terms of type and scope. In all other cases, claims of Customer for direct or indirect damages - irrespective of the legal ground including any damages claims under tort - are excluded. This limitation of liability shall apply accordingly to any potential liability of the legal representatives, managerial employees and other vicarious agents of BC to purchaser.


Any notice to be made to BC shall be directed to: BioCentrum Sp. z o.o., ul. Bobrzynskiego 14 , 30-348 Krakow, Poland.


Place of fulfillment of BC's obligations is Krakow, Poland. The legal relationship between BC and Customer, including these Terms & Conditions, and any disputes arising here from, will be governed by and construed in accordance with the laws of the Republic of Poland to the express exclusion of the UN-Convention on the international Sale of Goods. The competent courts of Krakow, Poland shall have exclusive jurisdiction for any disputes arising out of or in the context of the agreement between BC and Customer. In the event that any provision of these Terms & Conditions is or becomes invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision which comes closest to the economic purpose of the invalid provision.

August 2008