General Terms And Conditions Of Trade.

§ 1 Scope of Applicability

These General Terms and Conditions ("GTC") apply to all sales of goods by us notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing. We reserve the right to change these GTC at any time. We will give you thirty calendar days' notice of any changes by posting notice on our website.


§ 2 Offers, Purchase Orders and Order Confirmations

All offers made by us are open for acceptance within fifteen calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered. All purchase orders issued by you shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on us unless and until confirmed by us in writing.


§ 3 Prices and Terms of Payment

The prices for goods shall be those set forth in our order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority. Unless expressly stated otherwise in our order confirmation, payment for goods shall be made without offset or deduction. You must submit such financial information from time to time as may be reasonably requested by us for the establishment or continuation of payment terms. We may in our sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise. If you fail to pay any invoice within ten calendar days of the due date of payment, we may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within ten calendar days of the expiration of the grace period. Further, we may charge you interest from the due date to the date of payment at the rate of 1 ½ % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity. Title to goods delivered shall remain vested in us and shall not pass to you until the goods have been paid for in full. If you fail to pay any invoice within fourteen calendar days of the due date of payment, we may retake the goods covered by the invoice. You must insure all goods delivered to their full replacement value until title to the goods has passed to you.


§ 4 Terms of Delivery and Late Delivery

Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be [insert delivery term] in accordance with Incoterms 2000. The risk of loss of or damage to goods shall pass to you in accordance with the agreed delivery term. The delivery dates of goods shall be those set forth in our order confirmation. If we fail to deliver goods within ten calendar days of the agreed delivery date, you may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to us within ten calendar days of the expiration of the grace period. Further, you may claim damages for any loss suffered as a result of the delay subject to the limitation of liability below. These shall be your exclusive remedies for late delivery. We reserve the right to make delivery in instalments.


§ 5 Acceptance of goods

You must inspect goods delivered upon receipt. You are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by us within five calendar days after delivery of the goods.


§ 6 Warranty

The customer is obligated to inspect the goods without delay on receipt provided this is possible in the ordinary course of business and, if a defect comes to light, to notify Argotronic UG (haftungsbeschraenkt) in writing without delay. If the customer fails to give this notification, the goods are deemed to be approved unless it concerns a defect which was not discernible during the inspection. Otherwise, the provisions of §§ 377 et seq. German Commercial Code (Handelsgesetzbuch – "HGB") apply. Even hidden defects may no longer be alleged if one year has passed since the delivery. Warranty claims are, at the option of Argotronic UG (haftungsbeschraenkt), limited to the remedying of defects or substitute delivery. If the remedying of defects or substitute delivery is unsuccessful, the customer shall have the right to demand either a reduction in the price or cancellation of the contract. If the remedying of defects is not successful and the customer then opts for compensation, the customer shall retain the goods if it is reasonable for him to keep them. The compensation is limited to the difference between the purchase price and the value of the defective goods. If the remedying of defects is not successful and the customer opts to cancel the contract, he shall not be entitled to claim in addition damages on account of the defect. Any further claims of the customer are excluded, in particular on account of consequential damage as a result of the defect, provided this does not result from the absence of guaranteed attributes. The foregoing shall not apply in cases of willful intent, gross negligence or breach of material contractual obligations on the part of Argotronic UG (haftungsbeschraenkt). Argotronic UG (haftungsbeschraenkt) products are intended to be used for scientific research. They were developed for this purpose. Use of the products for human medicine or diagnostic purposes or as medicinal products is only permitted if such use is permitted in accordance with the statutory provisions applicable for the customer and the user, and, where required, approval has been obtained from the competent authorities. In addition, such use of the products requires the prior written consent of Argotronic UG (haftungsbeschraenkt). Express instructions for use on the packaging (e.g. "in vitro diagnosticum") are equivalent to a written approval; they do not, however, replace official approvals which are required in the country of the user. Customers who use the products of Argotronic UG (haftungsbeschraenkt) in industrial production do so at their own risk. Since Argotronic UG (haftungsbeschraenkt) can neither predict nor control the possible modus operandi and processes for such industrial use of the products, Argotronic UG (haftungsbeschraenkt) must reject any warranty or liability. In such cases, Argotronic UG (haftungsbeschraenkt) instructions for use are simply to be regarded as recommendations which are not binding. Argotronic UG (haftungsbeschraenkt) gives no warranty that the goods offered or supplied are suitable for the purposes envisaged by the customer. Warranty claims shall not prevail where goods delivered are defective because of failure to maintain and clean in the proper manner or because of damage, or inappropriate storage, use, treatment or repair. The customer shall receive no guarantees on the part of Argotronic UG (haftungsbeschraenkt).


§ 7 Intellectual Property Rights

Argotronic UG (haftungsbeschraenkt) accepts no responsibility for ensuring that goods sold, or the use to which they are put, or goods manufactured to the customer's specifications do not infringe any intellectual property rights or copyrights of third parties. The customer shall inform Argotronic UG (haftungsbeschraenkt) without delay of all claims made against him for this reason. If the customer prescribes, via particular instructions, details, documents, designs or drawings, how Argotronic UG (haftungsbeschraenkt) should manufacture the products to be delivered, then the customer adopts the warranty that rights of third parties, such as patents, utility patents and any other intellectual property rights and copyrights, are not infringed by Argotronic UG (haftungsbeschraenkt) neither with regard to the manufacturing process nor with regard to the products manufactured in accordance therewith. The customer shall indemnify Argotronic UG (haftungsbeschraenkt) against all claims of third parties brought against Argotronic UG (haftungsbeschraenkt) alleging such an infringement.


§ 8 Limitation of Liability

Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. Your recovery from us for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise. We shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any goods by parties other than us or use in combination with other goods.


§ 9 Force Majeure

Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties' respective obligations shall resume. In the event the interruption of the excused party's obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days' prior written notice to the other party.


§ 10 Place of Performance, Legal Venue

Place of performance for all obligations arising indirectly or directly from this contractual relationship, including the obligation to make payment, is Munich. Legal venue is Munich.


§ Cancellation (only for consumers)

Insofar as you, as a customer, are a consumer, you have a right of cancellation as per the cancellation policy below. Information on rights of cancellation Right of cancellation You may cancel your contractual statement in writing (e.g. letter, fax, email) within one month without stating a reason or – if the item is delivered to you before the expiry of this period – by returning the item. The period will begin after you receipt of this policy in writing but, in the case of supply of goods, not before the receipt of the goods by the recipient (in the case of repeat deliveries of similar goods not before receipt of the first part delivery), in the case of performance of services not before the conclusion of contract and not before the fulfilment of our duties to furnish information pursuant to Art. 246, § 2 in connection with § 1 para. 1 and 2 EGBGB (Introductory Law of the Civil Code) and our duties pursuant to § 312 e para. 1 p. 1 BGB (German Civil Code) in connection with Art. 246, § 3 EGBGB. Timely dispatch of the cancellation or the item will be sufficient for observance of the period of cancellation. Notice of cancellation must be sent to:

Argotronic UG (haftungsbeschränkt)
Josef-Wirth-Weg 16a
80939 München
email:

Consequences of cancellation
In the case of a valid cancellation, the services received by both parties are to be returned and, if applicable, any derived benefits (e.g. interest) restored. Should you not be able to return the service received to us in full or in part or can only do so in a worse condition, then you must pay compensation to us if required. In the case of performance of services, this may mean that you must fulfil the contractual payment obligations for the period up to cancellation. This will not apply in the case of surrender of items if the deterioration of the items is exclusively attributable to its being tested – as would have been possible in a shop for example. In addition to this, you may avoid the duty of compensation for deterioration that has arisen as a result of using the item in accordance with regulations if you do not use the item as your property and refrain from doing anything to decrease its value. Items that can be shipped in parcel form are to be returned at our expense and risk. You must pay the costs of return if the goods supplied match those ordered and if the price of the item to be returned is not in excess of €40.00 or, if the price of the item is higher than this, if you have not yet effected counterperformance or a contractually agreed part payment. Otherwise return will be free of charge for you. Items that cannot be shipped in parcel form shall be collected from your premises. Obligations to refund payments must be fulfilled within 30 days. For you, this period will commence with the dispatch of your notice of cancellation or of the item and, for us, with the receipt of these.

Special note
In the case of the performance of services, your right to cancellation will lapse prematurely if the contract has been completely fulfilled by both parties at their express request before they have exercised their right to cancel.

Exclusion of the right of cancellation
There will be no right of cancellation in the case of software supply if you have unsealed the supplied data carrier. There will be no right of cancellation in the case of personalized software licenses, e.g. personalized license keys. There will be no right of cancellation in the case of goods manufactured to customer specifications.

End of the information on rights of cancellation


§ 12 Notification Pursuant to § 33 Federal Data Protection Act (Bundesdatenschutzgesetz – "BDSG")

The attention of the customer is drawn to the fact that Argotronic UG (haftungsbeschraenkt) stores electronically personnel-related data of the customer for the purposes of contractual administration, invoicing and statistical analysis. What is meant here is data such as name, address and bank details as well as data arising from the implementation of the contract. This data is not passed on to third parties.

§ 13 Miscellaneous

The United Nations Convention for the International Sale of Goods shall not apply to these GTC or to any contracts of sale entered into between us. No waiver of any provision of these GTC shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTC shall not constitute a waiver of such provision or any other provision(s) of these GTC. Should any provision of these GTC be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTC shall remain in full force and effect and shall be construed in accordance with the modified provision. These GTC and all contracts of sale entered into between us shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Denmark, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTC.

General Terms and Conditions
Argotronic UG (haftungsbeschraenkt)
As at: November 2013