(1) All offers, sales contracts, deliveries and services made by Glentham^® Life Sciences GmbH (“Glentham”) on the basis of orders by our Buyers (each, a “Buyer“) shall be governed by these general terms and conditions of sale (the “General Terms and Conditions“).

(2) Standard business conditions of the Buyer do not apply, regardless of whether or not Glentham expressly objects to them in a particular case.

(3) The German version of these General Terms and Conditions shall be exclusively determinant. English terms to which a German translation has been added shall have the meaning assigned to them by the relevant German term.

(1) The product offerings of Glentham under www.glentham.com (the “Online Shop”) are directed exclusively to entrepreneurs (as defined in Sec. 14 (1) of the German Civil Code, i. e. natural or legal persons or partnerships with legal capacity acting, when entering into the transaction in the exercise of their commercial, business or professional activity), as well as legal entities and special funds organized under public law, but in each case only to end users. The Buyer is required to confirm the above upon registration under www.glentham.com and placement of the order.

(2) Glentham’s products are supplied to the Buyer for research or laboratory use ONLY and are not to be administered to humans as food or pharmaceuticals. The Buyer is entirely responsible for ensuring that the goods supplied are fit for the Buyer's application or intended use.

(1) Glentham’s offerings in the Online Shop are non-binding.

(2) Orders may be placed via the telephone, fax, mail or Online Shop. All orders must clearly indicate the Buyer’s telephone number, fax number, complete billing address, complete shipping address, catalog numbers, product names, quantity ordered and price. By placing an order, the Buyer makes a binding offer to purchase the relevant product. The offer will remain open for acceptance by Glentham for a period ending at the end of the second business day following the day of the offer.

(3) Without undue delay upon receipt of the order, Glentham will send to the Buyer by e-mail a confirmation of receipt, which shall not constitute an acceptance of the order. The order shall be deemed to be accepted by Glentham either upon subsequent (e-mail) acceptance of the order or by dispatching the product. The sales contract with the Buyer shall not become effective until Glentham’s acceptance.

(1) Prices are stated in Euro. Unless expressly stated otherwise, all prices are exclusive of VAT, duty, similar public charges, insurances and shipping costs. Glentham reserves the right to amend the price of any goods or services which shall be delivered or rendered later than four months after conclusion of the contract. Glentham shall obtain the Buyer’s prior written approval before execution of any such delivery subject to price modification. In case of an increase in price, the Buyer is entitled to rescind the contract within 14 days upon notification of the increase in price.

(2) Unless expressly otherwise agreed, all shipments by Glentham shall require advance payment (to be made in the manner specified in our order form made available in the Online Shop) upon receipt of an invoice.

(3) In the event that Glentham has agreed to payment after delivery, Glentham’s invoices shall be due and payable by the Buyer with¬in 30 days upon receipt by the Buyer of the product and the invoice. All bank charges, including the conversion of foreign currencies, are an additional expense for the Buyer and are in addition to the invoice amount.

(4) The Buyer shall have no right of set-off or retention, except to the extent that the counterclaim has not been disputed by us or been determined by a final and binding decision.

(1) Any period for the dispatch of the product, specified by Glentham at the time of the order or as otherwise mutually agreed upon, shall begin (a) upon receipt by us of the full purchase price (including VAT and shipping costs) if payment in advance has been agreed or (b) upon conclusion of the sales contract if cash on delivery or payment after delivery has been agreed upon. The date of dispatch shall be such day on which the product is handed over by Glentham to the carrier.

(2) Any time period for the dispatch of the product specified by Glentham shall be only approximate and may therefore be exceeded by up to two business days, except if a fixed date of dispatch has been agreed upon. Unless a time period or date of dispatch has been specified or agreed upon, Glentham shall be required to dispatch the product within a period of five business days.

(3) Even if the product is indicated on the order form as “in stock“, Glentham may sell the product at any time, unless an agreed advance payment is received by us within a period of five business days upon Glentham’s acceptance of the order. In such case, Glentham shall only be obligated to dispatch the product within the relevant time period (as agreed upon or specified by Glentham) as long as stock lasts.

(4) In the event that Glentham’s supplier fails to deliver in a timely manner a product that has been indicated on the order form as “not in stock“ or has been sold off in accordance with subsection 3 above, any applicable period for dispatch shall be deemed to be extended until delivery is made by Glentham’s supplier plus an additional period of three business days, but in no event by a period exceeding two weeks; provided, in each case, that

• Glentham’s supplier's failure to timely supply the products is not a result of our fault and
• Glentham has ordered the relevant product from the supplier prior to conclusion of the sales contract (or, in case of subsection 3, the time of the sell-off) in such a timely manner that under normal circumstances a timely delivery could reasonably be expected. In the event that the product is no longer available for a reason not attributable to Glentham or cannot be timely delivered despite Glentham’s timely order, Glentham shall be entitled to terminate the sales contract. Glentham shall without undue delay inform the Buyer of the non-availability of the product and, in case of a termination, promptly reimburse the Buyer any payments made to Glentham.

(5) If the Buyer has purchased, through the same order, several products that can be used separately, Glentham may dispatch those products in separate deliveries, provided that Glentham shall bear any additional shipping costs. If, however, a product is designated in the Online Shop as “out of stock” and the Buyer opts for advance shipment of other products in stock, any additional shipment costs arising therefrom shall be borne by the Buyer. The Buyer’s statutory rights in relation to a timely and proper delivery shall not be affected thereby.

(1) Unless expressly otherwise agreed upon, Glentham shall be free to determine the appropriate mode of shipment and to select the carrier at its reasonable discretion. Where special packaging is required for temperature-controlled or hazardous items and where certain export and dangerous goods forms are required, there will be an additional charge for such services.

(2) The product is normally shipped from Corsham (UK) or Martiensried near Munich. Glentham shall only be obliged to properly and timely deliver the product to the carrier and shall not be responsible for any delays caused by the carrier. Any transit time (i. e. the time between the delivery by Glentham to the carrier and the delivery to the Buyer) specified by Glentham shall therefore be non-binding.

(3) The risk of accidental destruction, damage or loss of the delivered product shall pass to the Buyer upon delivery of the product by Glentham to the carrier.

(1) Glentham retains legal title (Eigentumsvorbehalt) to any product supplied until the purchase price (including VAT and shipping costs) for that product has been fully paid.

(2) The Buyer shall not be entitled to transfer title to any products delivered by Glentham under retention of title (“Retained Goods“) to a third party, except with Glentham’s prior written consent. The Buyer may, however, dispose of its legal position in relation to the Retained Goods (so called expectant right), provided that the third party is made aware of Glentham’s title rights.

(3) The Buyer shall treat the Retained Goods with due care.

(4) In the event that any third party, in particular in connection with any enforcement, seeks to take control of the Retained Goods, the Buyer shall make aware the third party of Glentham’s title right and shall without undue delay notify Glentham in order to enable Glentham to enforce its rights.

(5) In case of a payment default by the Buyer, Glentham may require the Buyer to surrender the Retained Goods to us, as soon as Glentham has terminated the contract.

(1) In the event of a defect of the delivered product, the claim of the Buyer for remediation is limited to the supply of another product (as ordered) which is free from defects. Damage claims of the Buyer shall be subject to the provisions contained in Section 9 of these General Terms and Conditions.

(2) The warranty period shall be six months upon delivery of the Product.

(3) The Buyer shall promptly upon delivery inspect the product with due care. The delivered product shall be deemed to be approved by the Buyer unless the defect is notified to Glentham (i) in case of any obvious defects within a period of two business days upon delivery or (ii) otherwise two business days as from the day when the defect has been identified.

(1) The physical properties of the product and other data displayed by Glentham on their website(s) or catalogue(s) are obtained from our own data and from literature references. Glentham assumes no responsibility for the accuracy or completeness of such data; in particular, they do not constitute guarantees within the meaning of Sec. 443 of the German Civil Code. The Buyer agrees that he has the responsibility to fully determine the accuracy and completeness of any technical and safety data concerning any product or its use, respectively.

(2) Glentham’s liability for late delivery shall, except in cases of wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit), be limited to an amount equal to 20 % of the aggregate purchase price (including VAT).

(3) Glentham shall not be liable (on whatever legal grounds) for damages which may not reasonably be foreseen, assuming a normal use of the product. The foregoing limitation of liability shall not apply in cases of wilful misconduct or gross negligence.

(4) The provisions of this Section 98 shall not apply with respect to Glentham’s liability for guaranteed product specifications (within the meaning of Sec. 444 of the German Civil Code), personal injury or under the German Product Liability Act.

Any events or circumstances beyond Glentham’s reasonable control (events of Force Majeure), discharge Glentham from its contractual duties for the duration of the disturbance and within the scope of their impacts. In particular, Force Majeure shall mean an Act of God, war, water, damages from fire and explosions, drought, failure of power supply, blackout, strike and shortage of raw materials and energy preventing performance of the contract. Force Majeure shall also apply insofar the events or circumstances pertain to Glentham’s supplier(s).

Glentham may save and process any data relating to the relevant orders only to the extent permitted under applicable law. Details are set out in the privacy policy available on Glentham’s website.

(1) Any contracts entered into between Glentham and the Buyer shall be governed by the laws of the Federal Republic of Germany under exclusion of the UN Convention on the International Sale of Goods (CISG), without prejudice to any mandatory conflict of laws provisions.

(2) If the Buyer is a corporation, limited liability company or commercial partnership or otherwise operates a commercial business (Kaufmann within the meaning of Sec. 1 (1) of the German Commercial Code) or is a legal entity or special fund organized under public law, the courts in Munich shall have exclusive jurisdiction in respect of all disputes arising out of or in connection with the relevant contract. In all other cases, Glentham or the Buyer may file suit before any court of competent jurisdiction under applicable law.