Terms of Service § 1 General These terms and conditions apply to all services of pluriSelect-USA, Inc. 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-USA, Inc. expressly states its approval. § 2 Offers and Acceptance (1) Offers of pluriSelect-USA, Inc. 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-USA, Inc. and the ordering party takes effect when pluriSelect-USA, Inc. 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 US Dollars is based on the currently valid price list of Pluriselect-USA, Inc., 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 US Dollar, the payments are subject to the exchange rates that apply on the date of the invoice. Payments are balanced the day on which Pluriselect-USA, Inc. 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-USA, Inc. becomes aware of the fact that there are justified reservations regarding the ordering party’s ability to pay, Pluriselect-USA, Inc. 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-USA, Inc., 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-USA, Inc. shall fulfill its services within the period agreed upon. (2) If deliveries by Pluriselect-USA, Inc. are delayed for reasons that are beyond the control of Pluriselect-USA, Inc. such as violence, illness, strike and similar, the delivery period is extended accordingly. This also applies if the subcontractors of Pluriselect-USA, Inc. 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-USA, Inc. 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-USA, Inc. 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-USA, Inc. 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-USA, Inc. must immediately provide a record regarding the transport damage. (6) In case of provision of samples on part of Pluriselect-USA, Inc. 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-USA, Inc. 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 provision extends to the redemption of the bill of exchange accepted by Pluriselect-USA, Inc. and does not expire with the credit entry of the received check by Pluriselect-USA, Inc.. (3) The ordering party always undertakes a processing or conversion of the object of delivery on behalf of Pluriselect-USA, Inc.. 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-USA, Inc. on a pro rata basis. At the request of the ordering party, Pluriselect-USA, Inc. 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-USA, Inc. 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-USA, Inc. 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-USA, Inc. about garnishees upon request and report the transfer to these. (5) The ordering party must immediately inform Pluriselect-USA, Inc. 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-USA, Inc. 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 Return, Refund, Cancellation Policy Product returns will not be accepted by pluriSelect without prior written authorization. Any shipped products containing biological material (like a pluriBeads, Reagent kits, pluriSpin etc.) are excluded from returning. You can send us a returning request for non-biological products (like Uberstrainer, puristrainer, 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. Right of widthdrawal You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the last good. To exercise the right of withdrawal, you must inform us (Pluriselect,-USA, Inc. 8912 Bancroft View Drive, Spring Valley, CA 91977 USA, email@example.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired. Effects of withdrawal If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest. You shall send back the goods or hand them over to us, without undue delay and in any event not later than 14 days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of 14 days has expired. You will have to bear the direct cost of returning the goods. You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods. Model withdrawal form (complete and return this form only if you wish to withdraw from the contract) — To Pluriselect,-USA, Inc. 8912 Bancroft View Drive, Spring Valley, CA 91977 USA firstname.lastname@example.org — I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service (*), — Ordered on (*)/received on (*), — Name of consumer(s), — Address of consumer(s), — Signature of consumer(s) (only if this form is notified on paper), — Date (*) Delete as appropriate. § 8 Warranty (1) The warranty is valid for a twelve-month period, as long as it not stated otherwise on the product. (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-USA, Inc., 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-USA, Inc. 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-USA, Inc.’s obligation to remedy a deficiency is not excluded contractually, Pluriselect-USA, Inc. may remedy the deficiency at its discretion by free-of-charge re-performance or replacement delivery. In case of replacement delivery, the deficient goods are to be returned to Pluriselect-USA, Inc.. If the deficiency cannot be remedied or if the re-performance 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 re-performance may be deemed as failed only if the re-performance or replacement delivery is not possible, if it is delayed unreasonably by Pluriselect-USA, Inc., if there is justified doubt about the chances of success or if it is deemed unacceptable for other reasons. (4) For the performance of re-performance and replacement deliveries that are deemed necessary by Pluriselect-USA, Inc. at its discretion, the ordering party must provide the necessary time and opportunity after consulting with Pluriselect-USA, Inc.. Only in urgent cases such as risk to operational safety and to prevent disproportionately large damage or if Pluriselect-USA, Inc. 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 Pluriselect,-USA, Inc. replaces the necessary costs. (5) The ordering party is obligated to examine and report any deficiencies. 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 Data Privacy/Industrial Property Rights/Advertisement (1) Pluriselect-USA, Inc. 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-USA, Inc. are subject to the copyrights of Pluriselect-USA, Inc.. The goods delivered by Pluriselect-USA, Inc., especially proteins and their production processes, are subject to industrial property rights of Pluriselect-USA, Inc.. 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-USA, Inc.. (3) An evaluation or announcement of the business relations existing with Pluriselect-USA, Inc. in publications or for advertising purposes is only permissible with the express prior approval of Pluriselect-USA, Inc.. § 10 Purpose, Safety Instructions, Obligation to Proper Use (1) Note that all products are intended exclusively for laboratory, research and industrial applications and not for use with people and animals, unless expressly agreed otherwise. That’s why we deliver our products only to industrial companies, technical business operations or public and private research, testing and educational establishments. The goods of Pluriselect-USA, Inc. are perishable products which are only usable up to the best-before date indicated on the respective product. (2) The ordering party is obligated to properly handle the goods and products delivered by Pluriselect-USA, Inc. and to store them in accordance with the manufacturer’s instructions and not to use these goods and products in households or on people and animals. The liability of Pluriselect-USA, Inc. is excluded if damage is incurred due to improper handling, especially storage, or if the delivered goods and products are used in households or on people and animals. (3) The provision of the goods delivered by Pluriselect-USA, Inc. to private persons or unauthorized or unqualified persons is excluded. Moreover, it is expressly pointed out that the lack of a danger label does not mean that the relevant product is harmless. The ordering party must observe any relevant national or international laws and directives that apply to circulation, including delivery, storage, processing or trade with specific products as well as any third party industrial property rights that may exist. (4) The ordering party is obligated to indemnify Pluriselect-USA, Inc. from any third party claims regardless of the type, which are culpably caused by the ordering party, and which are based on the illegal or improper use of our goods without the necessary official permits or a use of our goods that violates the aforementioned terms and conditions of sale or are the result of any other improper usage. The indemnification obligation also includes the costs of legal defense (e.g. court and lawyer fees). § 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 San Diego, California USA. (2) The contract shall be governed by US law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). (3) The contractual language is English.