General terms and conditions

General

The legal relations between EPO-GmbH and its customers are exclusively based on our following General Terms and Conditions. Any terms and conditions of customers that would conflict with our General Terms and Conditions specified herein shall not be recognized. As a preemptive measure, we hereby declare that any attempt to invalidate our General Terms and Conditions shall be rejected.

Offers

Our offers are exclusively based on the General Terms and Conditions specified herein. These General Terms and Conditions are part of the agreement between EPO-GmbH and its customers.

Prices

Prices quoted are in euros plus statutory value added tax at the corresponding current rate. They include the services referred to in the offer and agreed with our customers. Our latest offer shall be valid, and all previous offers are invalid.

In the case of an essential increase in costs that could not have been anticipated at the time of offer, we are entitled to add these additional costs to the agreed price after notifying the customer accordingly.

Placement of Orders

Orders, as well as their amendments and supplements, shall be in writing. Arrangements made orally, by phone, or by remote data transmission will become legally binding only upon their written confirmation by the customer. The written order is binding upon the customer. EPO-GmbH has the right to reject orders after thorough examination on reasons of ethical concern or indications that problems have not been defined in the proper professional manner.

Confidentiality

Strict confidentiality is deemed to be agreed upon each customer’s invitation to submit a quotation if no confidentiality agreement had been concluded at the customer’s express request prior to the business relation.

Delivery of Results and Sample Material

Agreed delivery periods for test results shall commence on the day of order confirmation or the day of submission of the substance to be tested. Delayed delivery does not entitle the customer to withdraw from the agreement or to claim compensation. EPO-GmbH’s fulfillment of delivery obligations necessitates the punctual and proper fulfillment of the obligation to cooperate.

If EPO-GmbH is prevented from fulfilling its obligations due to unexpected, extraordinary circumstances, e.g. operation disturbances, lack of material, intervention by authorities, transportation problems, etc., that could not be averted, despite reasonable diligence under the relevant conditions, the period of fulfillment of the order is extended accordingly.

The same applies if such circumstances occur during a delay of delivery. If the fulfillment of an order becomes impossible as a consequence of the above or due to other events not specified herein, EPO-GmbHis released from its delivery obligation. If, due to the above circumstances, the period of delivery of test results or of samples to be provided by EPO-GmbH is extended, or if EPO-GmbH is released from its delivery obligation, no claims for damage can be obtained by the customer on these reasons.

Terms of Payment

Invoices fall due for payment within 14 days. No deduction of discount is permitted. Our invoices are considered to have been accepted if they are not objected to in writing within 15 days of their receipt.

Delayed Payment

In the case of the customer’s failure to pay, all other open invoices shall immediately become due regardless of their actual due date. As for the supply of services to customers abroad, it is expressly agreed that all expenses from litigation measures, both judicial and extrajudicial, taken by EPO-GmbH in case of the customer’s default in payment, shall be borne by the customer.

In the case of default in payment, we are entitled to charge default interest of 3% above the corresponding discount rate of Deutsche Bundesbank, starting from the due date. In this case, we can also withdraw from current agreements, but the customer shall not be entitled to derive any rights on these grounds.

Orders to Third Parties

If the customer requires services that cannot be provided by EPO-GmbH at its laboratories, we agree to have such services provided by third parties; however, we do not assume any guarantee for their results.

Application of Our Test Results

The test results delivered by EPO-GmbH to the customers based on the customers’ order shall be used exclusively for the customer’s own purposes if a further sale has not been agreed upon in advance.

Complaints and Faults

Any faults or nonconformance that the customer detects later, despite immediate examination of deliveries upon arrival, are to be reported immediately upon their occurrence, or not later than two weeks after delivery of the test results. If the customer fails to immediately notify EPO-GmbH of the complaint, the delivered test results are deemed to have been accepted in terms of both their quality and quantity.

We reserve the right to make slight changes to the design or test procedure as compared with the data in our offer if these changes are justified by ethical or experimental requirements in the course of the test procedure.

Complaints shall not be considered as a release from payment obligations. If a complaint is justified, EPO-GmbH shall immediately endeavor to repeat the relevant experiment or to refund the expenses incurred.

Compensation Claims

EPO-GmbH handles and stores the test substances received from the customer with the greatest of care based on the customer’s instructions. However, EPO-GmbH is not liable for partial or complete loss of received test substances if this loss was caused by possible unintentional improper handling by employees of EPO-GmbH.

Claims for compensation by the customer due to EPO-GmbH’s failure to furnish test results shall be limited to the amount invoiced for the results that have not been provided by EPO-GmbH.

Claims for compensation by the customer which are not caused by EPO-GmbH’s failure to fulfill the contractual or legal obligations are excluded. If the customer suffers damage, e.g. due to faulty test results, which EPO-GmbH has caused and is clearly responsible for, our liability is limited to compensation for the damage resulting from the non-fulfillment of obligations. Any further liability, also as to third parties, is excluded.

Scope of Application

The legal relations between EPO-GmbH Experimental Pharmakologie & Onkologie Berlin-Buch (supplier) and the customer are based exclusively on these conditions of sale. Customers’ conditions contradicting, or deviating from, these conditions are not recognized.

Venue and Jurisdiction

Any disputes arising from the contract between EPO-GmbH and the customer shall be resolved subject to German law. The venue and jurisdiction shall be the location of EPO-GmbH, Berlin.