General Terms & Conditions
The following general terms and conditions (“Terms and Conditions”) apply to all Epiontis GmbH’s (“EPIONTIS“) offers, sales, services and deliverables (collectively “Products and Services”). These Terms and Conditions comprise an integral part of any agreement with one of our customers (“CUSTOMER”). By placing an order for EPIONTIS´ Products and Services, CUSTOMER expressly agrees to the following Terms and Conditions as listed herein. Any contradictory or additional terms and conditions contained in the purchase order or any other document submitted by CUSTOMER and not mutually signed by both CUSTOMER and EPIONTIS 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 have to refer to a valid quote issued by EPIONTIS. EPIONTIS will not accept any orders of mouth unless confirmed by CUSTOMER in writing by letter, facsimile or e-mail.
EPIONTIS will invoice its Products and Services according to the prices quoted in the relevant quotation. 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 respectively applicable rate. All amounts shall be paid in the currency specified on the invoice. Quotes are valid for a period of thirty (30) days, unless a quote specifies a later validity date. If a purchase order is received by EPIONTIS after expiration of the validity period, EPIONTIS will provide a new quote with current terms and prices. Each quote may result in one single order; for additional orders new quotes are necessary.
Discounts for Academical Research
EPIONTIS may grant special discounts for academic purposes at its sole discretion. A CUSTOMER receiving an academic research discount confirms by placing an order, that the underlying investigations are not part of any clinical or pre-clinical study, which is significantly funded (or supported in kind) by any industrial or commercial partner and furthermore agrees to disclose all data generated within the underlying investigations un-blinded to EPIONTIS. If CUSTOMER fails to disclose any such sponsoring in spite of receiving funds, the academic research discount is invalid and EPIONTIS` current industry price applies. It is not allowed for CUSTOMER to share data generated with discounts for academic purposes with any corporate third party prior to publication.
CUSTOMER shall pay the amount invoiced by EPIONTIS without any deductions within 20 days after receipt of EPIONTIS` invoice to EPIONTIS´ bank account as specified on the invoice. In the case of late payments, EPIONTIS shall be entitled to invoice interest on payment at the legal rate beginning at the date of missed payment. CUSTOMER is not entitled to set off the invoiced amount against any claims CUSTOMER may have against EPIONTIS unless such counterclaim of CUSTOMER is undisputed or legally binding due to an unappealable court decision.
Retention of Title
The delivered products and results of performed services remain the property of EPIONTIS until full payment of all corresponding invoices (including any additional expenses, e.g. for shipments) has been recognized.
EPIONTIS shall own all data, inventions, information, developments and related patents and patent applications and have the exclusive, permanent, worldwide, sublicensable rights to all materials, methods, technologies or inventions related to epigenetic DNA analysis methods, epigenetic markers, epigenetic assay protocols, the use and application of epigenetic markers developed, made, or obtained by EPIONTIS or licensed from third parties by EPIONTIS prior to or independent from providing of Products and Services (“EPIONTIS Background Technology”). Furthermore, EPIONTIS shall own any improvements related to EPIONTIS Background Technology developed during provision of Products and Services, including but not limited to any new applications of EPIONTIS Background Technology (“EPIONTIS Technology Improvements”). EPIONTIS shall be solely entitled to file applications for patents or other intellectual property rights related to EPIONTIS Background Technology or EPIONTIS Technology Improvements. Customer shall own all data, inventions, information and developments resulting from provision of Products and Services which are not EPIONTIS Background Technology or EPIONTIS Technology Improvements.
Shipment of Samples
Specification of shipping conditions and selection of courier service shall be made by EPIONTIS unless CUSTOMER otherwise instructs EPIONTIS in writing. To avoid customs delays and to allow high quality Products and Services, it is recommended to prepare and ship samples according to the EPIONTIS shipment guidelines. Shipping and handling charges are at the sole expense of CUSTOMER. The liability for the samples shall remain with CUSTOMER until EPIONTIS confirms sample receipt and passed quality inspection in writing.
Upon receipt of the Products and Services CUSTOMER shall carry out a quality inspection of the Products and Services to ensure conformity of quality and quantity of Products and Services with the contractual agreement. In the event that upon such inspection CUSTOMER identifies any deviation of Products and Services, notification of such deviation shall be made to EPIONTIS in writing immediately, but in no event later than two (2) weeks after delivery of Products and Services to CUSTOMER. If no such timely notification is made to EPIONTIS, Products and Services shall be deemed to be accepted by CUSTOMER unless a deviation cannot be discovered upon reasonable inspection by CUSTOMER (“Latent Deviation”). If such Latent Deviation is subsequently discovered by CUSTOMER, notification shall be made to EPIONTIS in writing immediately, but in no event later than within two (2) weeks after discovery of such Latent Deviation. If no such timely notification is made to EPIONTIS, Products and Services shall be deemed to be accepted by CUSTOMER. These provisions shall apply accordingly for any deviation in type and quantity of Products and Services.
Unless otherwise stated, EPIONTIS’ Products and Services are intended for Research Use Only (RUO). Usages for any other purpose beyond this, including but not limited to unauthorized in vitro diagnostic (IVD) uses, ex vivo or in vivo therapeutic uses or any other type of consumption or application in humans or animals will be carried out at the CUSTOMER’s very own risk. It is understood that in case CUSTOMER decides to exceed the research limitation of EPIONTIS’ Products and Services, CUSTOMER will be completely responsible for obtaining any necessary intellectual property permission, compliance with any and all applicable regulatory and legal requirements and conducting necessary testing. Unless otherwise agreed, the purchase of EPIONTIS’ Products and Services does not convey any license for any non RUO applications, in particular not for any use in diagnostic applications.
Limitation of Liability
EPIONTIS will not accept any liability for Products and Services being suitable or usable for the purpose desired by CUSTOMER. Products and Services are provided to the best of EPIONTIS’ knowledge and belief but are, however, supplied without obligation and do not discharge CUSTOMER of his responsibility to check whether these are suitable or can be used for his purposes. The aforementioned provisions are the only assurances, guarantees and obligations that EPIONTIS is willing to enter into with regard to the Products and Services supplied by EPIONTIS. To the maximum extent permitted by applicable law in no event will EPIONTIS be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.
Force Majeure Event
Any delays in or failure of performance of any of EPIONTIS’ 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 EPIONTIS, 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 behavior on part of EPIONTIS.
Unless otherwise agreed in writing, EPIONTIS may destroy all remaining samples at its own discretion and costs following receipt of final result report by CUSTOMER. If requested by CUSTOMER in writing, remaining samples will be returned to the CUSTOMER at CUSTOMER`s own risk and costs. Hereto necessary handling procedures (such as cooling, packaging, etc.) will be performed by EPIONTIS. The liability for the remaining samples shall transfer to CUSTOMER immediately with EPIONTIS handing over such samples to a courier service.
Any notice to be made to EPIONTIS shall be directed to EPIONTIS GmbH, Rudower Chaussee 29, D-12489 Berlin, Germany, by registered mail.
Place of fulfillment of EPIONTIS’ obligations is Berlin, Germany. The legal relationship between EPIONTIS and CUSTOMER, including these Terms and Conditions, and any disputes arising here from, will be governed by and construed in accordance with the laws of the Federal Republic of Germany to the express exclusion of the UN-Convention on the international Sale of Goods. The competent courts of Berlin, Germany shall have exclusive jurisdiction for any disputes arising out of or in the context of the agreement between EPIONTIS and CUSTOMER. In the event that any provision of these Terms and 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 and legal purpose of the invalid provision.