of MR. GENE GmbH, Im Gewerbepark B32, D-93059 Regensburg (hereinafter referred to as MR. GENE)

§ 1 General. 1. These General Terms of Sale and Delivery shall be valid for using MR. GENE’s proprietary software tool at MR. GENE’s web site and for all contracts concluded between the customer and MR. GENE on delivery and sale of the products manufactured and/or delivered by MR. GENE.
2. These General Terms and Conditions shall apply exclusively. No adverse or altered terms or conditions of the customer shall be binding, unless explicitly agreed by MR. GENE. MR. GENE herewith rejects any adverse or altered term or condition of the customer even in the event that MR. GENE performs the services and/or delivers products without any reservation in knowledge of adverse or altered terms or conditions of the customer provided to MR. GENE by confirmation letter or otherwise.
3. These General Terms and Conditions shall only apply for using MR. GENE’s proprietary software tool at MR. GENE’s web site by and for contracts with merchants in the course of business and public legal entities such as universities and public research institutes pursuant to § 310 section 1 German Civil Code.

§ 2 Offers and Specifications. 1. Purchase orders of the customers shall be binding.
2. All contracts between MR. GENE and the customer on delivery and sale of the products manufactured and/or delivered by MR. GENE shall only become effective upon written confirmation via email, mail or facsimile of the purchase order or by delivery on the part of MR. GENE.
3. MR. GENE reserves the right to withdraw from accepting the purchase order within five (5) business days following the date of receipt of the purchase order in the event that the encoding sequences comprise hazardous, complex or genetically instable sequence elements.
4. The product details mentioned in the catalogues and on the websites of MR. GENE do not exactly describe their nature and are, therefore, not binding.
5. Customary deviations from the data on measures, weights, nature and quality of the products and such deviations usual in the line of optimizing and synthesising genes and such deviations being not unreasonable for the customer are reserved and shall not authorize to claim any warranties.
6. MR. GENE is entitled to provide services and/or any product via its sub-contractors.

§ 3 Delivery. 1. Observance of agreed time limits shall be subject to due receipt of all documents, necessary authorisations and releases to be supplied by the customer as well as clarification of all technical issues.
2. MR. GENE shall be entitled to make partial deliveries of a purchase order as far as this is reasonably acceptable to the customer. Each partial delivery of a purchase order can be charged separately.
3. Adherence to delivery commitments on the part of MR. GENE is subject to the customer having timely and duly fulfilled its obligations.
4. In case the customer shall be in default of acceptance or shall violate any other contributory obligations, MR. GENE shall be entitled to demand the loss arising to MR. GENE including any additional expenses. In such case, also the risk of accidental loss or of accidental deterioration of the products shall pass on to the customer at the time the customer is in default of acceptance.

§ 4 Acceptance. If acceptance is provided for by law, the customer shall be obliged to carry it out; acceptance may only be refused on account of substantial deficiencies. If the customer has not carried out acceptance within a deadline of 7 days after receipt of the products provided by MR. GENE, acceptance shall be deemed to be effected.

§ 5 Transfer of Liability. 1. Unless not otherwise agreed, delivery shall be effected "ex works" Regensburg (Incoterms 2000).
2. The risk of accidental loss or of accidental deterioration of the products shall pass on to the customer, as soon as MR. GENE has passed on the goods to the carrier.

§ 6 Prices and Terms of Payment. 1. The prices are inclusive packing costs plus legal value added tax. The shipping costs shall be borne by the customer, unless otherwise agreed. All prices are in the currency displayed by the ecommerce system, unless another currency has been agreed.
2. The prices valid on the day of the purchase order shall be valid. In case of substantial increases of costs, the prices are subject to alteration. In case of an increase, MR. GENE shall notify the customer at the latest four weeks before shipment of the products. In such case, the customer shall be entitled to withdraw from the contract within eight days after service of the notification.
3. Invoices issued by MR. GENE shall be paid net without discount at the latest within 14 days after the date of invoice. The customer shall be in default without a separate reminder 30 days after maturity. In case the customer shall be delayed in payment, MR. GENE charges default interests from maturity in the amount of 8 % points beyond the basis rate. Upon corresponding evidence, MR. GENE may also claim higher damage caused by default.
4. Bills of exchange are not accepted as means of payment. Cheques are only accepted on account of payment. Payment is deemed to be effected only from that day, at which MR. GENE can dispose of the invoiced amount without any loss.
5. On account of its own claims, the customer is entitled to set off only as far as its claims have become res judicata, have not been disputed or have been admitted by MR. GENE. Further, the customer is entitled to claim any right of retention only inasmuch as its counterclaim is based on the identical contractual relationship. Moreover, assignment of claims by the customer towards MR. GENE shall be excluded.

§ 7 Warranties and Restriction of Use. 1. MR. GENE guarantees 100% sequence fidelity between ordered and synthesized / delivered gene sequence.
2 The use of MR. GENE’s proprietary software tool at MR. GENE’s web site and the products manufactured and/or delivered by MR. GENE are for end customers only. The use of MR. GENE’s proprietary software tool at MR. GENE’s web site as well as the resale of products manufactured and/or distributed by MR. GENE for contract gene optimization for third parties is expressly forbidden.
3. Unless otherwise agreed, the products manufactured and/or delivered by MR. GENE serve for laboratory and scientific research only. Use of the products for human medical or diagnostic purposes or as medicine, shall only be admitted, if such use is permitted according to the legal provisions the customer and the user are bound to, and, as far as required, if approval has been given by the competent authority. In accordance with § 8, any liability shall be excluded for damages based on improper use or on application of the products beyond the field of application as described under paragraph 1, in particular on application in the household with regard to persons or animals.
4. Customers using the products manufactured and/or delivered by MR. GENE in industrial production, will do this at their own risk. As MR. GENE is not in the position to foresee or control the possible procedures and processes for such industrial use of its products, here, in accordance with § 8 any warranty or liability shall be excluded. In such cases, the directions for use issued by MR. GENE are only to be considered as recommendations with no binding force.
5. MR. GENE has to be notified of any defects of delivered products or variations in quantity or faulty deliveries at the latest 1 week after receipt of the products. Hidden defects are to be reported immediately after their detection. If these time limits for claim are not observed, any other existing warranty claims shall be ruled out. Even hidden defects can no longer be asserted, if one (1) year has passed since acceptance.
6. In case of legitimate notices of defect, MR. GENE will subsequently deliver shortages or at its choice will remedy the defect or deliver a substitute. In the event remedy of the defect should fail or the substitute delivery should be defective, too, according to legal provisions, the customer may rescind the contract or may demand reduction in price. The warranty shall be ruled out in case of improper use and processing of the products manufactured by MR. GENE.
7. Warranty claims shall be statute-barred within one year. The limitation period shall start to run when the property is delivered or accepted, respectively.

§ 8 Damages. 1. Any claims for damages are excluded independently from the type of breach of duty, including tortious acts, as far as this is no intentional or gross negligent acting. In cases other than intentional actions, the amount of damage shall be limited to the typical and foreseeable damage.
2. In the event of negligent breach of material contractual obligations MR. GENE shall be liable for any negligence, but only up to the amount of damage which is typical to a and foreseeable. Any claims resulting from lost profits saved expenses, from claims for damages of third parties as well as from any other direct or indirect consequential damages may not be demanded, unless a feature warranted by MR. GENE exactly serves to safeguard the customer against such damages.
3. The limitations on and exclusions of liability according to the above paragraphs 1 and 2 shall not apply for claims, which have been caused by fraudulent conduct, in case of liability for warranted features, for claims according to the Product Liability Law as well as for damages caused by injury of body, life or health.
4. As far as liability is excluded or limited under the above paragraphs, this shall also apply for employees, representatives or vicarious agents of MR. GENE.

§ 9 Reservation of title. 1. All gene sequences generated by the customer at MR. GENE’s web site by using MR. GENE’s proprietary software tool shall retain the exclusive property of MR. GENE and customer shall not use the so generated gene sequences in any way for any reasons until the customer has launched an purchase order regarding the respective generated gene sequence to MR. GENE and has settled the invoice for the respective purchase order.
2. MR. GENE shall retain title to all products manufactured and/or delivered until the customer has settled all claims resulting from its business relation to MR. GENE. The customer undertakes to properly handle the reserved products and neither to pledge nor to assign it by way of security.
3. Processing or transformation of the reserved products by the customer shall always be effected for MR. GENE. The expectant right of the customer to the reserved products continues with the transformed subject. If the reserved products are processed with other objects not belonging to MR. GENE, MR. GENE shall acquire co-ownership to the new subject in the proportion of the objective value of its reserved goods to the other processed objects at the time of processing. Incidentally, for the subject created by processing the same shall apply as for the reserved goods.
4. If the reserved products are inseparably mixed with subjects not belonging to MR. GENE, MR. GENE shall acquire co-ownership to the new subject in the proportion of the objective value of its reserved products to the other mixed objects at the time of mixture. If mixture is effected in such manner that the subject of the customer is to be considered as the main subject, it is deemed as agreed upon that the customer assigns pro rata co-ownership to MR. GENE. The customer shall hold in custody the created sole ownership or co-ownership for MR. GENE.
5. Provided that the value of the securities which are due to MR. GENE shall exceed the amount of its claims by more than 10%, MR. GENE is obliged to release to an adequate extent; the selection of the securities to be released is incumbent on MR. GENE. If the customer shall be behind schedule, MR. GENE shall be entitled to take in custody the delivered products on the basis of its reservation of title until the customer effected payment. The customer shall bear the costs of custody. Revocation of the contract in such a case is only given, if MR. GENE explicitly declares so. With fulfilment of the claims of MR. GENE, including all side claims, the securities shall pass over to the customer without particular reassignment.

§ 10 Intellectual Property Rights; Copyrights. The customer is solely liable for infringement of intellectual property rights or copyrights of third parties by execution of its purchase order and the use of the products manufactured and/or delivered by MR. GENE. The customer has to release MR. GENE upon first request from all claims of third parties based on such infringement of intellectual property rights or copyrights.

§ 11 Place of Performance, Court Venue, Governing Law, Language of the Contract, Partial Nullity. 1. Provided that the customer is a trader, subject to the provisions of paragraph 2 the place of business of MR. GENE (Regensburg) shall be the exclusive place of venue. However, MR. GENE is entitled to bring any action against the customer also before the court of its general venue.
2. Unless otherwise agreed, the place of performance shall be the place of business of MR. GENE (Regensburg).
3. Exclusively German law shall be applicable for the contractual relationship. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
4. The invalidity or unenforceability of one of the provisions or terms set forth under the subject General Terms and Conditions or under any other agreement, shall not affect the validity of the remaining provisions or terms.