General Terms & Conditions of R-Biopharm AG
As of June 2026
1. Scope
1.1 These General Terms and Conditions (âGTCâ) apply to all contracts with R Biopharm AG unless the Parties expressly agree otherwise. Any deviation must be agreed in a signed writing.
1.2 Certain contracts are subject to supplemental special terms: the Rental and Loan Conditions for rental and loan agreements, the General Service Conditions for other services, and the End User License Agreement for software. In the event of a conflict, the special terms prevail. These GTC apply to the extent that special terms do not govern the relevant matter or state otherwise.
1.3 These GTC form an integral part of each contract upon RâBiopharm AGâs acceptance of the relevant order. Any customer terms and conditions that conflict with these GTC do not apply, even if R Biopharm AG does not expressly object or performs without reservation, unless their applicability is expressly agreed in a signed writing. By accepting any delivery or service, Customer acknowledges that these GTC apply exclusively.
1.4 R Biopharm AG does not supply consumers. These GTC apply only to businesses, merchants, legal entities under public law, and special funds under public law within the meaning of Section 310 BGB (each, a âCustomerâ). Customers and R Biopharm AG are collectively referred to as the âParties.â
1.5 The version of these GTC in effect at the time of the relevant transaction will also govern all future dealings between R Biopharm AG and Customer.
2. Contract Formation
2.1 Orders may be placed by mail to R Biopharm AG, An der neuen BergstraĂe 17, 64297 Darmstadt, Germany, by phone at +49 6151 81020, by email at orders@r-biopharm.de, or through the R Biopharm AG webshop (https://shop.r-biopharm.com).
2.1.1 The webshop is operated by R Biopharm AG. Affiliate webshops are operated separately and are subject to different general terms and conditions.
2.1.2 Use of the webshop requires registration. To register, Customer must complete the mandatory fields in the âCustomer login/new customersâ form, accept these GTC, acknowledge the privacy notice, and confirm its status as a business customer. R Biopharm AG will activate the account by email and provide the login credentials. R Biopharm AG may deny activation, including where the Customer fails to pay when due or is subject to sanctions. The Customer represents that all registration information is true, accurate, and complete. Pseudonyms and generic email addresses such as support@ or info@ are not permitted. Login credentials are personal to the registered user and may not be shared, including within the same legal entity. The Customer must keep its registration information current. R Biopharm AG may require the Customer to review, update, or confirm that information at six-month intervals. If Customer fails to review, update, or confirm that information when requested, the account may be suspended and later deleted. If the registered user changes employers, the existing account may no longer be used, and a new registration is required. The Customer is liable for losses caused by its negligent failure to keep its registration information current or by unauthorized use of login credentials attributable to Customer and will indemnify R Biopharm AG against related third-party claims. Any contributory negligence of R Biopharm AG will be considered.
2.1.3 Webshop use is without charge. Costs arise only when an order is placed or a service is requested.
2.2 Product and service descriptions in the webshop or catalog are non-binding and constitute an invitation to submit an offer. An order becomes binding only upon RâBiopharm AGâs acceptance, which may occur by issuing a written Order Confirmation, accepting payment, delivering goods, or beginning performance.
2.2.1 To place an order through the webshop, Customer adds items to the electronic shopping cart. By clicking âBuy now,â Customer submits a binding offer for the items in the cart.
2.2.2 Input errors may be corrected by selecting âView and edit cartâ or by using the edit or delete icons. Customer may review and modify all order details before submitting an order. Shipping addresses and other address data cannot be changed directly in the webshop and require contact with R Biopharm AG. The same applies to changes to the invoice delivery method.
2.2.3 A Customer may submit an offer only after accepting these GTC by checking the corresponding box. The GTC may be downloaded and printed. R Biopharm AG will provide the GTC upon request during business hours (Monday to Friday, 8:00 a.m. to 5:00 p.m. CET).
2.2.4 A Customer receives immediate confirmation of receipt of the offer. Confirmation of receipt does not constitute acceptance. The contract is formed upon issuance of a separate Order Confirmation, typically by email identifying the Parties, goods or services, and the price. R Biopharm AG is not obligated to accept any offer.
2.2.5 Any changes requested after the Order Confirmation must be communicated promptly. Changes become part of the contract only if confirmed by R Biopharm AG or if R Biopharm AG begins performance accordingly. Changes proposed by R Biopharm AG become effective only if confirmed by the Customer or if the Customer accepts goods or services without reservation.
3. Place of Performance, Transport, Partial Deliveries, Delivery Time
3.1. All deliveries and services are made Ex Works under IncotermsÂź 2020. The place of performance is the dispatch point of R Biopharm AG at An der neuen BergstraĂe 17, 64297 Darmstadt, Germany. Agreed deviations under the applicable Incoterms do not affect trade restrictions, including sanctions.
3.2. Partial deliveries and partial services are permitted. Deviations in the delivered quantity of up to five percent (5%) above or below the ordered amount are permissible.
3.3. Subject to timely and proper delivery by RâBiopharm AGâs own suppliers, deliveries and services will be made as soon as reasonably possible. If agreed delivery or service dates cannot be met, R Biopharm AG will notify Customer in writing and provide a new date estimate.
4. Retention of Title and Conditional Performance
4.1 Customer may not resell RâBiopharm AG products without prior written consent. Even if consent is granted, all goods remain the property of R Biopharm AG until paid in full (âRetained Goodsâ).
4.2 Retained Goods may be used only in compliance with applicable trade restrictions and only if Customer is not in payment default. All resulting payment claims are hereby assigned to R Biopharm AG in full. Retained Goods must be clearly marked as the property of R Biopharm AG.
5. Electronic Instructions for Use
5.1 RâBiopharm AG provides electronic instructions for use for certain products, accessible by QR code on the packaging and on the RâBiopharm AG website. Instructions in other formats may be requested during business hours (weekdays from 9:00 a.m. to 5:00 p.m. CET) via info@r-biopharm.de or +49 6151 8102-0.
6. Trade Regulations
6.1 All contracts are subject to compliance with applicable trade, customs, and security regulations, including sanctions and embargoes (âTrade Regulationsâ).
6.2 Any goods, components, software, technologies, services, support activities, know-how, trade secrets, or other intellectual property of R Biopharm AG (âResourcesâ) that fall within Article 12g to 12gb of EU Regulation No. 833/2014 or Article 8g of EU Regulation No. 765/2006 may not be sold, supplied, transferred, exported, licensed, made available, or used, directly or indirectly, for Russia or Belarus.
6.3 Resources distributed for a specific end user or end use are restricted accordingly. Territorial restrictions apply strictly to the specified territory.
6.4 If export control licenses or reviews are required, Customer must provide all necessary information and documentation, including end-user details and end-use statements.
6.5 A Customer represents and warrants that it will ensure compliance with Trade Regulations throughout its supply chain by using appropriate contractual provisions, maintaining suitable monitoring mechanisms, and promptly notifying R Biopharm AG of any issues.
6.6 To the extent required under the applicable Incoterm, Customer will ensure proper customs classification and will pay all applicable duties, taxes, and fees.
6.7 A Customer will indemnify R Biopharm AG against all losses and third-party claims arising from a breach of this Section 6.
6.8 If a transaction becomes impracticable, or unreasonably risky, or impossible due to Trade Regulations, RâBiopharm AG may refuse, revoke, terminate, or withdraw from the transaction. Any such decision is made at RâBiopharm AGâs sole discretion and does not give rise to liability.
6.9 In the event of a potential violation, R Biopharm AG may require written confirmations, suspend business, report violations to the authorities, retain advance payments, impose reasonable contractual penalties subject to judicial review, or take any combination of these measures.
7. Prices and Compensation
7.1. Offers are non-binding. Prices are based on the applicable price list or offer in effect at the time of the order.
7.2. Prices may be adjusted on prior notice if delivery occurs more than one month after the Order Confirmation or due to circumstances attributable to Customer, to reflect changes in costs such as production, materials, energy, labor, freight, taxes, exchange rates, inflation, or force majeure.
7.3. Orders below a specified value may be subject to a small-order surcharge , which will be communicated no later than the Order Confirmation.
7.4. Shipping costs depend on destination, order value, shipment size, seasonality, and any special requirements. Shipping within Germany and Austria is generally free for orders exceeding EUR 55. Risk allocation follows the agreed Incoterm.
7.5. Prices exclude applicable VAT. Each Party will bear its own banking fees.
7.6. Any reimbursement of expenses requires prior approval in writing and submission of original receipts.
8. Invoicing, Due Date, Default
8.1 Invoices are issued electronically when goods are ready for shipment or performance of the services begins. Paper invoices are available upon request.
8.2 Payments are due 30 days after the invoice date. Early payment is permitted but does not entitle Customer to any discount. Payment must be made exclusively by bank transfer.
8.3 If Customerâs creditworthiness is in doubt, there is a payment default, or if insolvency proceedings have been opened, RâBiopharm AG may require payment in advance or other security.
8.4 R Biopharm AG may suspend performance in the event of any payment default, charge default interest at 9 percentage points above the base rate, charge a flat fee of EUR 40, charge processing fees, or take any combination of these measures.
8.5 Repeated default or outstanding amounts exceeding EUR 10,000 entitle R Biopharm AG to terminate all contracts for cause with immediate effect.
8.6 Customer may assert setoff rights only if the claim is undisputed, finally adjudicated, or expressly acknowledged by R Biopharm AG.
9. Force Majeure
9.1. A Party is excused from performance for the duration of a force majeure event to the extent that the event prevents performance and prompt notice has been given.
9.2. A Party may terminate the contract by giving two weeksâ written notice if a force majeure event continues for more than 120 days and substantially deprives that Party of the benefit of the bargain.
9.3. The affected Party must take reasonable steps to mitigate its effects and demonstrate that the event was beyond its reasonable control and unforeseeable at the time of contract formation.
10. Inspection and Acceptance
10.1. A Customer must inspect goods promptly after transfer of risk. Obvious defects must be reported in writing within two Business Days after delivery, and latent defects within five Business Days after discovery.
10.2. Suitability for further use or downstream processing must also be tested promptly.
10.3. Failure to give timely notice excludes defect claims, except in cases of intent, gross negligence, personal injury, or mandatory statutory liability.
11. Inquiries, Claims, Returns, and Other Shipments
11.1 R Biopharm AG is available for questions and feedback. Authorized distributors of R Biopharm AG must register and communicate through the distributor portal. All other Customers may contact customer service on Business Days from 9:00 a.m. to 1:00 p.m. CET at +49 6151 8202-0 or info@r-biopharm.de. Customers must first contact the relevant distribution partner for any goods or services distributed through such partner.
11.2 A claim will be reviewed only if Customer provides all information requested by RâBiopharm AG. RâBiopharm AG may reject the claim if any essential information is missing, including the product type, serial or lot number, or a complete description of the issue, ideally with photographs.
11.3 Any return, return shipment, or other submission requires R Biopharm AGâs prior authorization. R Biopharm AG may refuse acceptance or return the shipment at Customerâs expense without such authorization. Shipments will be accepted only where a valid legal basis exists, including a material defect asserted within the warranty period. Returns for other reasons, including incorrectly ordered goods, are generally excluded.
11.4 All authorized shipments must be sent DDP (IncotermsÂź 2020) at Customerâs cost and risk to R Biopharm AG, An der neuen BergstraĂe 17, 64297 Darmstadt, Germany, except where expressly agreed otherwise in a signed writing. Deliveries are accepted only on Business Days between 9:00 a.m. and 5:00 p.m. (CET). Goods must be labeled, packaged, and secured in compliance with applicable laws and standards, including coldâchain requirements. Where commercially and technically feasible, goods must be returned in their original, unaltered packaging and in a condition suitable for resale. Nothing in this Section 10 limits Customerâs rights under Section 12 or RâBiopharm AGâs liability under Section 13.
11.5 When submitting test kits or sample material, personal data must be anonymized. The minimum submission quantity is generally 50 g per sample. Submitted material may be analyzed for claim review or service performance. Test kits and samples will not be returned and will be destroyed after processing. Confirmation of destruction will be provided with the results or, upon request, after completion of the service.
11.6 In the event of a device claim, RâBiopharm AG customer service will determine whether remote service or on-site inspection is required. If inspection takes place at Customerâs premises, the Customer must provide safe and unrestricted access. If the device is collected or shipped with authorization, it must be undamaged, dismantled, and packed in its original packaging together with all necessary accessories. A valid decontamination certificate must be included or acceptance will be refused. Any labels or stickers applied by Customer must be removed without residue. A Customer will bear any additional costs resulting from non-compliance. Replacement devices may be provided for a fee.
11.7 For software, software-as-a-service (SaaS), and IT services, the following provisions apply in addition to, and prevail over, the other provisions of these GTC:
(a) The operation, configuration, maintenance, updating, and modification of Customerâs IT, systems, networks, cloud, and security environment, including operating systems, runtime environments, databases, cloud and hosting infrastructure, and third-party software or services, remain Customerâs sole responsibility and risk. Ongoing compatibility is not guaranteed.
(b) Changes to Customerâs IT environment, including updates, patches, releases, and security or configuration changes, do not constitute defects, even if they cause functional or performance limitations.
(c) Any adaptation, extension, or enhancement of software or SaaS services requires a separate signed agreement.
(d) R Biopharm AG assumes no responsibility, warranty, or liability for custom modifications, including changes to data libraries, data models, algorithms, calculation or evaluation logic, special features, or custom branding, including white-label designs. Such modifications are not part of the standard services and are provided with no assurance of ongoing compatibility or continued availability following updates or version changes. Any related support services are subject to separate compensation.
(e) No claim will lie to the extent that disruptions, malfunctions, or data loss arise, in whole or in part, from circumstances within Customerâs control or where Customerâs negligence contributed. The Customer bears the burden of proof.
(f) No claim will lie for the restoration of lost or damaged data.
11.8 If R Biopharm AG agrees, without being under any legal obligation, to accept returned goods, it may charge a return handling fee of 25 percent of the applicable gross sales price. This fee, together with any additional costs incurred by R Biopharm AG, may be deducted from a credit note or invoiced separately.
12. Warranty and Defect Claims
12.1. R Biopharm AG warrants that goods and services will be free from material defects and defects in legal title for 12 months from transfer of risk under the applicable Incoterm. For goods with a shorter shelf life, the warranty period ends upon expiration of the shelf-life date or upon reaching the maximum permitted number of uses. Timely and proper notice of defects is required. Repair or replacement does not restart or extend the warranty period.
12.2. A defect exists only if goods or services fail to meet the agreed characteristics, are not suitable for the agreed use, or are not delivered with the agreed accessories and documentation. Goods generally conform to the agreed specifications, and services are performed in accordance with generally accepted industry standards. Unless expressly agreed otherwise, expiration of shelf life shortly after delivery does not constitute a defect. Liability for end products exists only if suitability for use as a component was expressly agreed in a signed writing.
12.3. All goods and services are intended exclusively for use by properly trained and qualified personnel applying appropriate industry standards and practices, including Good Clinical Practice and Good Laboratory Practice. A Customer will indemnify R Biopharm AG against any losses resulting from improper use, including incorrect preparation, application, controls, or interpretation of results.
12.4. No warranty applies to consequences resulting from, among other things:
(a) failure to read or follow the instructions for use or safety instructions;
(b) use outside the agreed purpose or in a manner inconsistent with product safety;
(c) use by untrained or unqualified personnel;
(d) failure to apply appropriate industry standards and practices;
(e) failure to use appropriate controls, samples, matrices, or processes;
(f) improper use;
(g) modification or processing of goods;
(h) improper storage or transport;
(i) goods sold as used;
(j) improper or unauthorized installation;
(k) maintenance not performed by trained or certified personnel;
(l) external chemical, electromagnetic, mechanical, or electrolytic influences;
(m) external events beyond R Biopharm AGâs control, including theft, fire, water damage, or force majeure;
(n) achievement of a specific service result; or
(o) specific outcomes from services or sample testing due to their experimental nature.
12.5. In connection with feed and food testing, any techniques, methods, results, recommendations, or advice are used at Customerâs own risk and may not have been independently verified or validated. RâBiopharm AG does not operate accredited laboratories. Independent verification or validation by accredited laboratories, as well as compliance with all applicable laws, regulations, official guidelines, and recognized standards, remains Customerâs sole responsibility.
12.6. Warranty remedies are limited to cure. R Biopharm AG may, at its discretion, repair, replace, or provide a credit. If repair is uneconomical, goods may be destroyed. Replacement will be by product code. Replacement from the same lot is not required. Credits are available only if cure is impossible, unreasonable, or has failed at least twice. All other warranty rights and remedies are excluded except to the extent they cannot be waived under applicable law.
12.7. Any acknowledgment of defect claims requires a signed writing.
13. Liability
13.1 R Biopharm AG will be liable only for intent, gross negligence, personal injury, agreed fixed delivery dates, any expressly assumed guarantee or procurement risk, and strict liability, including product liability and fraud.
13.2 In the case of slight negligence involving material contractual obligations (obligations essential to the proper performance of the contract), liability is limited to foreseeable damages typical of the contract. Liability for any other slight negligence is excluded, including services provided free of charge.
13.3 Analysis results obtained from sample testing, and any recommendations based on them, are limited to the tested material or product, the methods and equipment used, and the specific testing environment. They do not constitute guidance for diagnostic procedures or replace regulatory approval. Results may vary depending on laboratory conditions, equipment types, and other case-specific factors. RâBiopharm AG disclaims all liability for such results, recommendations, or their use, including any infringement of third-party rights.
13.4 ALL OTHER EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES OF ANY KIND ARE EXCLUDED, WHETHER ARISING BY CUSTOM, PRACTICE, COURSE OF DEALING BETWEEN THE PARTIES, OR OTHERWISE. R BIOPHARM AG ASSUMES NO LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, PRODUCTION BACKLOGS, OR OTHER INDIRECT LOSSES.
13.5 Any warranties, guarantees, or extensions granted by dealers, distributors, or other business partners of R Biopharm AG are their sole responsibility.
13.6 Claims relating to defects or their consequences exist only under Sections 12 and 10.
13.7 These limitations of liability also apply to the directors, employees, and agents of R Biopharm AG.
14. Intellectual Property
14.1 All intellectual property embodied in the goods or in any results created in the course of the services will remain vested exclusively in RâBiopharm AG and its licensors. As a general rule, no intellectual property rights are transferred. Any process descriptions, quality processes, methods, manufacturing parameters, and other know-how made available to Customer remain the property of RâBiopharm AG. The same applies to any updates, optimizations, further developments, bug fixes, future product generations, or related developments.
14.2 Upon purchase of goods or services, Customer receives a non-exclusive, non-transferable, and non-sublicensable right to use goods or services solely for the contractually agreed purpose and within the agreed territory, and in accordance with applicable law, the agreed specifications, and the accompanying documentation. No further rights of use are granted, including any right to modify, reproduce, or develop Customerâs own products based on R Biopharm AGâs know-how. Reverse engineering, including de-compilation, disassembly, or any other method of obtaining the source code, is prohibited. Without RâBiopharm AGâs prior written consent, Customer may not use any know-how relating to RâBiopharm AGâs goods or services, including know-how relating to antibodies or other RâBiopharm AG technologies.
14.3 To the extent that any work results are created in the course of the services (for example, developed methods and the related data), Customer is granted a revocable, non-exclusive, non-transferable, and non-sublicensable right to use such work results solely for the agreed purpose and within the agreed territory. Any publication, distribution, or commercial use requires R Biopharm AGâs prior written consent.
14.4 The results of any claim assessment are provided solely for the purpose of determining whether a claim is justified. Use for any other purpose is prohibited. Any ideas, suggestions for improvement, error reports, or other communications provided by Customer do not give rise to any rights or claims for compensation.
14.5 If a distribution license has been granted to Customer, the Customer must comply with its terms and conditions.
14.6 A Customer may not, without R Biopharm AGâs prior written consent, use the name of R Biopharm AG, its company logo, or any trademarks of R Biopharm AG or its affiliated companies as a reference or for marketing purposes. If consent is granted, Customer must comply with R Biopharm AGâs branding requirements and display the logos in high quality and with prominence comparable to that of other displayed logos. Distortion, color adjustment, retouching, or any other alteration is prohibited. Consent may be revoked at any time, is not transferable or sublicensable to third parties, and expires automatically upon termination of the contractual relationship.
15. Supplied Materials and Samples
15.1. Any items supplied by RâBiopharm AG as necessary for performance of the contract, or otherwise made available by RâBiopharm AG, including substances, materials, and other documents, remain the property of RâBiopharm AG. Such items may be used solely for the agreed purpose. Reverse engineering is prohibited.
15.2. Any use for other purposes or transfer to third parties requires R Biopharm AGâs prior written consent. Without prejudice to any further rights or remedies, R Biopharm AG may demand return of its items if the contractual partner breaches these obligations.
15.3. R Biopharm AG is, or will become, co-owner of any products manufactured using its items, in proportion to the value of the supplied or made-available items relative to the value of the product. In the event of any loss or diminution in value, the contractual partner must compensate R Biopharm AG.
16. Confidentiality
16.1. A Customer will keep R Biopharm AGâs Confidential Information strictly confidential and use it solely for the agreed purpose.
16.2. âConfidential Informationâ means all information made available to Customer, whether or not marked as confidential. This includes trade secrets secrets within the meaning of Section 2 of the German Trade Secrets Act (GeschGehG), financial, technical, legal, and tax information relating to RâBiopharm AGâs business, commercially valuable findings or experience accessible only to a limited group of persons, intellectual property, and, generally, any items or samples provided by RâBiopharm AG for performance of the contract.
16.3. Confidential Information does not include information that is publicly known or published, forms part of general professional knowledge or generally accepted technical standards, was independently known to or developed by Customer without reference to Confidential Information or was already lawfully in Customerâs possession. If Customer intends to rely on any of these exceptions, it must notify R Biopharm AG in writing within 14 (fourteen) days of disclosure.
16.4. If Customer is required by law, or binding governmental or judicial orders, to disclose Confidential Information to a court, authority, or other body, it may do so only to the extent strictly necessary and only after promptly notifying R Biopharm AG in writing and giving R Biopharm AG an opportunity to protect its Confidential Information. If prior notice is legally impossible, Customer must notify R Biopharm AG as soon as possible.
16.5. Confidential Information may be disclosed within the Customerâs organization only on a need-to-know basis to persons bound by confidentiality and restricted-use obligations. Disclosure to third parties is permitted only to the extent strictly necessary for performance of the contract and only if the third party is bound by equivalent obligations. Disclosure to competitors of R Biopharm AG requires separate consent in writing.
16.6. A Customer must protect Confidential Information against unauthorized disclosure, use, or commercial exploitation, including dissemination, publication, destruction, or loss, with at least the same degree of care it uses for its own comparable information and, in any event, with due commercial care.
16.7. Any use of Confidential Information outside the agreed purpose, including commercial exploitation, imitation, or reverse engineering, is prohibited.
16.8. Confidential Information is provided on an âas isâ basis, without any representation or warranty as to completeness, accuracy, merchantability, or fitness for a particular purpose. RâBiopharm AG disclaims all liability arising from the use, disclosure, or reliance on Confidential Information, including any infringement of third-party rights.
16.9. Nothing in this Section 15 transfers any right or grants any license in or to Confidential Information or to any items containing it. All Confidential Information and all items containing it remain the property of R Biopharm AG.
16.10. Customer must immediately cease using the Confidential Information upon RâBiopharm AGâs request and, in any event, once the agreed purpose has been fulfilled. Tangible Confidential Information, including documents, objects, storage media, samples, specimens, and other materials, must be returned or, upon request, destroyed. Electronically stored Confidential Information must be completely and irreversibly deleted. This does not apply to automatic backup copies or disaster recovery systems until their ordinary deletion. A Customer may retain one copy in its confidential files to demonstrate compliance with this Section 15 and may retain copies where statutory retention obligations prevent return or destruction. This Section 15 also applies to such retained copies.
16.11. The confidentiality obligation applies for 5 (five) years from R Biopharm AGâs Order Confirmation and, with respect to trade secrets within the meaning of the German Trade Secrets Act (GeschGehG), for an unlimited period.
17. Data Protection
17.1. Customer must comply with all applicable data protection laws, including the GDPR. Among other things, it must ensure that personnel involved in data processing are bound to confidentiality, instructed on applicable data protection requirements, and that personal data is protected in accordance with current industry standards, considering Article 32 GDPR.
17.2. If Customer processes personal data on behalf of R Biopharm AG for performance of the contract, the Parties will enter into a separate data processing agreement in accordance with Article 28 GDPR.
17.3. Further data protection information under Articles 13 and 14 GDPR is set out in R Biopharm AGâs privacy notice.
18. Code of Conduct
18.1. If Customer breaches the Code of Conduct through its own fault, RâBiopharm AG may terminate the order and all other contractual relationships with the Customer for cause with immediate effect. Claims for damages remain unaffected. A Customer must indemnify RâBiopharm AG against all third-party claims arising from the breach and compensate RâBiopharm AG for all related losses and expenses. Any contributory negligence of RâBiopharm AG will be considered in accordance with Section 254 BGB.
19. Written Form, Governing Law, Language
19.1. Amendments and supplements must be evidenced by a signed writing.
19.2. All disputes arising out of or in connection with these GTC will be finally resolved under the Rules of Arbitration of the International Chamber of Commerce (ICC) by a sole arbitrator appointed in accordance with those Rules. The provisions on emergency arbitrator proceedings and expedited procedure do not apply. German law applies, excluding its conflict-of-laws rules. The seat of arbitration is Frankfurt am Main, Germany. Parties and witnesses may participate virtually, and all documents and correspondence may be submitted electronically. The proceedings will be conducted in German. Each Party is responsible for its own translation and interpretation costs. The arbitration proceedings and all correspondence, orders, decisions, and awards will remain confidential and will not be published. The Parties may at any time, without prejudice to any other proceedings, seek to settle disputes under the ICC Mediation Rules. Nothing in the foregoing prevents either Party from seeking interim relief before a court of competent jurisdiction.
19.3. The English version of these GTC is provided for convenience only. The German version governs interpretation.
ÂčOutside DACH, the charge is EUR 70 for orders below EUR 1,500 and EUR 80 for orders below USD 2,000.
