General Terms and Conditions for Sale, Carbonbite UG

1. Terms of the contract
   • These terms govern all services and products (research products) provided by CarbonBite UG (haftungsbeschränkt) (hereafter, CarbonBite). Certain services may be subject to additional software licenses or other written terms (supplementary terms). Any offer or quote from CarbonBite is under these terms and any specified supplementary terms. Together, these terms, along with any offer or quote and applicable supplementary terms, form the contract between the customer and CarbonBite. A contract is concluded when CarbonBite accepts the customer's order (e.g., Purchase Order, PO, e-mail) either by sending a written order confirmation or by commencing scientific activities as per the order. Verbal agreements are only valid if expressly included in supplementary terms.
   • These terms exclusively apply. Conflicting customer conditions do not apply unless explicitly agreed upon by CarbonBite in writing. These terms also apply to all future contracts between the customer and CarbonBite.
   • These terms apply only to companies, legal entities under public law, and public law special funds.

 

2. Offer and Object of Contract
   • Upon the customer's request, CarbonBite provides a non-binding, obligation-free offer for any service or research product, unless explicitly marked as binding or with a fixed acceptance term.
   • The object of the contract for each service, project, or research product is defined in the offer. Any measurements, key figures, values, and technical specifications mentioned serve only to describe and illustrate the object of the contract, unless exact compliance is required and indicated for a specific contractual purpose.
   • The customer may redefine the object of the contract or change priorities at any time during the project. CarbonBite will then provide a revised project plan and re-assign resources or issue an updated offer accordingly.
   • For services, particularly research-intensive ones, CarbonBite does not guarantee the achievement of specified outcomes and milestones, the marketability of researched objects, developed research products, or their suitability for the customer's use.

 

3. Delivery, Ownership, and Order
   • All deliveries are made free carrier (delivery to CarbonBite UG: Lilienthal Straße 16-18, Gebaüde 7, EG, 78467 Konstanz, Germany) unless otherwise specified. CarbonBite aims to meet specified delivery dates, subject to availability of necessary materials, goods, and information, but delivery times are estimates and not essential to the contract.
   • CarbonBite may divide orders into partial deliveries, with separate invoices for each. Once an order is acknowledged by CarbonBite, cancellation is not possible. Delivery times may be changed if the customer contacts CarbonBite promptly.
   • All research products are sold according to FCA (Incoterms 2020) and are considered delivered once handed to the transport company, at which point the customer assumes the risk of loss and damage.
   • Ownership of research products passes to the customer upon full payment, except for software and code, which remain the property of CarbonBite.
   • CarbonBite shall transfer to the customer the ownership of research results upon full payment and only to the extent the search results does not make use of third party rights. To the best of its knowledge, such transfer does not knowingly infringe third-party rights. CarbonBite does not guarantee commercial freedom to operate or transfer of third-party licensed elements unless separately agreed in writing, in accordance with applicable EU grant terms.  CarbonBite shall inform the Customer in advance of the intended use of any third-party licensed elements or elements covered by third-party intellectual property rights, and such use shall be subject to the Customer’s prior written consent. Furthermore, CarbonBite shall inform the Customer of any research results which, to the best of their knowledge, could potentially infringe third-party intellectual property rights.

 

4. Examination
   • CarbonBite strives to provide research products in good condition. If research products are damaged or defective upon receipt, the customer may return them or request corrections by informing CarbonBite within 14 days of receipt. After this period, the research products are deemed accepted. Notifying CarbonBite of defects does not affect the customer's rights under these terms and the legal warranty.

 

5. Price
   • The service work is organized into fixed-price Work Packages (WPs). The estimated timeframe and resource allocation may not cover all work described in the project. Progress depends on experimental results and the chosen research strategy. The project may be extended or expanded with additional FTE hours as needed, with a new offer or quote provided by CarbonBite.
   • Prices in the offer, quote, or invoice exclude taxes, fees, and state charges (e.g., customs). The customer is responsible for paying these. If CarbonBite incurs such charges, they will be billed to the customer along with a processing fee.

 

6. Payment
   • Unless otherwise agreed, payment terms are "30 days net without deduction." Invoices must be paid within 30 days from the invoice date in EUR (€) as stated. CarbonBite may accept alternative payment methods, such as credit card, noted on the invoice. Payments cannot be offset against other orders unless acknowledged in writing by CarbonBite.
   • Late payments incur a 7% per month interest charge, or the maximum permitted by law, until settled.
   • If a debt collection agency is needed, CarbonBite is entitled to claim all reasonable collection and litigation costs.

 

7. Project Termination
   • The customer can terminate a project due to infeasibility with immediate effect, with a notice period of one-third of the remaining work package duration, minimum three weeks.
   • Upon termination, CarbonBite will (i) cease work, (ii) provide all research products and results at the customer’s expense, and (iii) return any unused remuneration, unless unpaid, in which case the customer pays for the work done, proportional to hours spent, with an updated invoice.
   • If termination occurs at a stage gate/milestone and the deliverable is not fulfilled, a two-week notice period applies.
   • No additional remuneration is due for terminated projects, except for any extra fees (e.g., success fee).

 

8. Use of the Research Products and Usage Restrictions
   • Unless otherwise specified in the supplementary terms, all research products are for research purposes only and not for diagnostic or therapeutic use in humans or animals. Research products must be used according to provided instructions. They do not undergo regulatory inspections and are not tested for clinical, diagnostic, therapeutic use, safety, or performance. The customer is responsible for ensuring compliance with applicable laws, patents, regulations, and obtaining necessary approvals and authorizations. The customer must ensure the suitability of the research products for their intended use.

 

9. Limited Warranty when Purchasing
   • Claims for defects are excluded for minor deviations from agreed quality or insignificant impairment of usability. CarbonBite assumes no liability for defects resulting from incorrect use or faulty installation not caused by CarbonBite.
   • The customer acknowledges that research products may have unknown and unpredictable biological and/or chemical properties and must be used with caution. They cannot be used for diagnosing or treating diseases in humans or animals.
   • Warranty claims require compliance with statutory inspection and defect notification obligations. Obvious defects must be reported within 14 days of delivery, and hidden defects within 14 days of discovery, but no later than 3 months after receipt. Notifications must be in writing.
   • CarbonBite provides research products "as is" without any warranties, expressed or implied, including safety, merchantability, fitness for a particular purpose, or non-infringement of third-party rights.
   • For defective research products, CarbonBite may choose to refund payments, remedy the defect, or provide a defect-free product.
   • The customer's rights for indemnity or replacement are governed by paragraph 11 and are otherwise excluded.
   • CarbonBite's liability is excluded if the research product has been modified by the customer or third parties not affiliated with CarbonBite.
   • Delivered quantities may marginally differ from the order; only the actual delivered quantity will be invoiced.
   • The customer agrees to allow CarbonBite to examine the research product on the customer's premises if a defect is claimed.

 

10. Storage of Material
    • Customer-provided materials (e.g., measurement data, sample material of nucleic acids, or oligopeptides) are stored securely and protected from unauthorized access throughout the contract term.
    • Six months after the contract ends, CarbonBite may destroy or delete customer materials without notice. It is the customer's responsibility to inform CarbonBite within this period if longer storage or return of the materials is desired, at the customer's expense.
    • This destruction policy does not apply to materials CarbonBite is legally required to store

 

11. Limitations of Liability
    • CarbonBite's liability for damages, regardless of legal grounds, is limited as follows:
      • No liability for simple negligence by its representatives, employees, or agents.
      • CarbonBite remains liable for gross negligence, regardless of whether it is committed by executive or non-executive personnel or agents project is conducted on a fee-for-service basis.
    • Essential contractual obligations include timely, faultless delivery and consultation, and protection obligations to ensure the customer can use the research product contractually.
    • CarbonBite is liable only within the contractually owed service and is not liable for resulting damages such as lost revenue or increased costs. The customer must determine the suitability of research products before use, and CarbonBite is not responsible for damages resulting from customer use.
    • Liability is limited to foreseeable damages that CarbonBite could anticipate when the contract was concluded. Indirect and consequential damages are only eligible for compensation if typical for the intended use.
    • For simple negligence, liability for personal injury or damage is limited to EUR 1,000,000 per claim. These limitations apply equally to CarbonBite's representatives, employees, and agents.
    • Technical or physical advice or consultation provided by CarbonBite during a project is given without liability.
    • CarbonBite is fully liable for intent and gross negligence. For simple negligence, liability is limited to:
      • Damages resulting from harm to life, body, or health.
      • Damages from breaching a contractual obligation, limited to foreseeable, typical damages.
    • These limitations do not apply if CarbonBite fraudulently concealed a defect or provided a quality guarantee, nor to claims under product liability law.
    • Exclusions or limitations of liability also apply to CarbonBite's employees, representatives, and agents.

 

12. Export Control and Anti-Corruption
    • Research products and information provided by CarbonBite are subject to German, European, and international export control laws. The customer must not export, transfer, or use them in prohibited ways. Customers must also comply with relevant anti-corruption laws, including the US Foreign Corrupt Practices Act, UK Bribery Act 2010, German and EU criminal law.

 

13. Other Terms
    • CarbonBite is not liable for defaults due to force majeure.
    • Waiving rights under the contract does not imply future waivers.
    • If a court finds any provision invalid, the remaining provisions remain unaffected. Only CarbonBite and the customer have rights under these terms.
    • The customer must keep confidential all proprietary and non-public information obtained from CarbonBite and not exploit it for research, informational, or commercial purposes.
    • The customer agrees that CarbonBite may request to use the company's name for advertising as a reference Such use shall be subject to the customer’s prior written approval on a case-by-case basis, which shall not be unreasonably withheld.
    • For three years post-contract, neither party will solicit the other's employees. Violations incur a personnel placement fee equal to the employee’s annual base salary, unless the employee contacts the party independently or responds to a general recruitment effort.
    • These terms constitute the entire agreement between CarbonBite and the customer, superseding all prior negotiations and agreements. Modifications must be in writing and signed by authorized representatives.

 

14. Governing Law

These terms and the contract are governed by German law. CarbonBite may sue the customer in the customer’s general jurisdiction. Proceedings will be in German.