Terms and Conditions of Sale

 

1. General 

These Terms and Conditions of Sale apply to all orders between metabion International AG and customers of metabion, unless otherwise expressly agreed to in writing. These Terms supersede any Customer procurement terms and conditions even where a Customer order contains limitations other than as here described.  The metabion WebOrderPortal (WOP) is designed for the purpose of customers to configure their custom oligo order. Orders for standard oligos submitted, other than via the WOP, will be subject to an Order Handling Fee. 

 

2. Price 

The prices quoted are in Euro and valid for thirty (30) days. Prices do not include VAT or any other taxes, the prices do not include shipping and handling charges, duties and custom charges, all of which are the responsibility of the Customer. metabion reserves the right to adjust the price of a Product at all times and without notification in the event of any substantial increase in costs with respect to: (a) labour associated with the manufacture of such Product, or (b) raw materials used in the manufacture of such Product that are purchased from Third Party suppliers. In addition, the prices may be increased annually by metabion with at least thirty (30) days prior written notice. 

 

3. Payment

The Customer is required to make timely payments. Where agreed, invoices are payable within thirty (30) calendar days as of date of invoice. Unless otherwise agreed, metabion may request payment before delivery and for orders from specific world regions. 

Payment currency is in Euro and can be made by bank transfer, bank transfer costs are the responsibility of the customer. Payment can be made via wire transfer or credit card; all major credit cards are accepted. 

All payments shall be made without deduction or withholding for taxes, duties or other charges unless required by applicable law. If Customer is required by law to make such deduction or withholding, Customer shall ensure that metabion receives the full amount invoiced by paying such additional amounts as may be necessary. 

metabion reserves the right to charge a late payment fee of 1% per month (12% per year), and to be added to the cost of the goods ordered. The late payment fee will be automatically applied and without prior notice.

 

4. Delivery

metabion will use all commercially reasonable efforts to pack and deliver the Customer order in a timely manner. If the Customer has not specified a carrier, metabion may select a suitable carrier. Delivery shall be Ex Works (EXW) Incoterms 2020, delivery point Kirchheim warehouse. Freight and insurance charges are payable by the Customer plus a minimum packing and handling fee per delivery. The Carrier Fuel Surcharge may increase due to volatility to the fuel market, metabion may be forced to apply the increased cost to the shipment base price.  

 

5. Inspection

Visible defects of Products must to be notified to metabion within ten (10) working days after delivery at the latest and non-visible defects at the latest 2 months after detection by Customer. metabion will provide for each Product which does not conform with the Specifications a free replacement Product at its own expense. 

 

6. Transfer of ownership

Title to the Product and risk of loss will pass to Customer after payment and when metabion delivers the Product to the carrier. 

 

7. Approval

The Product will be deemed to be approved by Customer seven (7) days from the receipt of Product. Notification to metabion of a complaint must be in writing detailing the Product compliant. Customer must obtain written permission from metabion to return any Product subject to complaint. 

 

8. Cancellation and Deferral 

Customer purchase order is not subject to cancellation. Customer may request a deferral of the shipment date one time and only after written request with ten (10) days prior notification. Any such request must be approved by metabion. 

 

9. Limitation of Liability

metabion will make commercially reasonable efforts to produce the custom Product and meet the Customer specifications provided. metabion strictly limits its liability, in case of a non-conforming Product, to the replacement of the non-conforming Product or to refund the cost of the Product at the sole discretion of metabion. metabion does not warrant for the intended application or use of the Product. metabion reserves the right to provide alternative raw material, that is of equivalent chemical structure, to undertake the purchase order it has been contracted to do. 

In no event shall metabion be liable under this Agreement to punitive, exemplary damages, indirect, consequential, or special damages of any kind, including lost profits. 

 

10. Limited Warranty

DISCLAIMER OF WARRANTIES.  THE WARRANTIES SET FORTH IN THIS SECTION DO NOT EXTEND TO ANYONE OTHER THAN CUSTOMER AS THE ORIGINAL PURCHASER OF PRODUCTS FROM METABION.  EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN SECTION 9 BY METABION, ALL PRODUCTS ARE PROVIDED BY METABION “AS IS” WITHOUT WARRANTY, WHETHER EXPRESS OR IMPLIED OR STATUTORY, AND METABION AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY OTHER WARRANTIES AND ANY IMPLIED WARRANTIES REGARDING THE RESULTS OBTAINED FROM THE USE OF ANY PRODUCT PURCHASED FROM METABION.

 

11. Intellectual Property Rights

Any inventions (patentable or otherwise), discoveries, developments, improvements, information, data, compounds, formulae, know-how or other results that are conceived, developed, reduced to practise, or generated by metabion or jointly by Customer and metabion and that relate and, or, apply to the processes and methods used in or related to the synthesis of oligonucleotide Products or otherwise in connection with designing and or manufacturing associated Primers and Probes shall be and remain the sole and exclusive Intellectual Property of metabion.

 

12. Confidentiality

Customer and metabion shall treat any information, written or oral, of a technical, business, financial or other nature, research and development activities, disclosed for the purpose of manufacture of the Product as Confidential Information and as the exclusive property of the discloser.  Each Party agrees not to disclose any such Confidential Information to any third party, except to their respective Affiliates and as permitted hereunder, without first obtaining the other Party's written consent.

 

13. Indemnity

Customer agrees to indemnify and hold metabion harmless from any claim, expenses, or damages related to a claim that the Product infringes a third-party patent. The Customer agrees to hold metabion harmless from any claims, expenses, or damages related to the Product specifications provided by the Customer to metabion. 

 

14. Export Control

Customer shall observe all applicable national, including but not limited to EU and US, export control regulations, including all EU and US sanctions lists and other embargoes against individuals (collectively "Export Control Regulations").

 

15. Product Usage

The Products ordered by the Customer are intended for research and diagnostic purposes. Customer acknowledges it is the Customers responsibility to obtain necessary approval for specific use of Product. 

 

16. Entire Agreement

These Terms and Conditions are the complete and entire Agreement and replace all prior understandings or Agreements, unless a separate Agreement has been negotiated between metabion and the Customer. Customer agrees Customer Product orders are accepted by metabion only under the Terms and Conditions of metabion. The Customer acceptance of any metabion offer is conditional upon Customers acceptance to the Terms and Conditions of metabion. 

Nothing in the Agreement shall be deemed to create a joint venture or other joint relationship. Neither party shall have any actual, apparent or implied authority as a result of this Agreement to create any obligation, express or implied, on behalf of the other party. 

 

17. Applicable Law - Court

This Agreement shall be governed by the laws of a Germany and the Customer agrees that any dispute relating directly or indirectly to the Product shall be referred to the courts of Munich, Germany for jurisdiction. 

 

18. Force Majeure 

metabion shall not be held liable for any delay or failure of performance where such delay or failure arises or results from any cause beyond the control of metabion, including but not limited to, flood, unusually severe weather, earthquake or other act of God, power loss, strike, or other similar disputes, embargo, governmental regulation or an inability or delay in obtaining raw materials. 

 

metabion International AG Terms and Conditions of Sale. 

Issued 01.07.2026