Terms and Conditions
1 Scope and Provider
These terms and conditions apply to all sales through the online shop of
Octamer GmbH part of Volition,
Represented by Dr. Gaetan Michel & Dr. Adrian Schomburg
Address: Octamer GmbH Friedemann-Bach-Str.95 82166 Gräfelfing.
Laboratory address: Am Klopferspitz 19, 82152 Planegg-Martinsried, Munich, Germany
Tel: +32 (0)81 40 79 19
Register Court: Amtsgericht München
Company Registration no: HRB 242392
VAT No: DE319589562
hereinafter referred to as provider or Octamer.
Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. The general terms and conditions apply to all current and future business relationships, even if they are not expressly agreed upon again.
Any general business terms and conditions of the customer are only binding in case we explicitly agree to them in writing.
The product range in our online shop is exclusively aimed at buyers who are businesses. We do not sell to private customers.
The presentation of goods in the online shop does not constitute a binding application for the conclusion of a purchase contract. Rather, it is a non-committal request to order goods in the online shop.
By clicking on the order button, you submit a binding purchase offer.
After receipt of the purchase offer, you will receive an automatically generated email with which we confirm that we have received your order. This confirmation of receipt does not yet constitute an acceptance of your purchase offer.
A purchase contract for the goods is only concluded when we expressly declare the acceptance of the purchase offer or if we provide the goods – without the prior explicit declaration of acceptance – to you.
3 Retention of title and reservations
There may be insignificant deviations regarding volume, weight, composition, quality or quantity of our products due to biological variations. Our offerings are limited to the products which are included in our product lists at the prices valid at the time of entering the contract. Partial order fulfilments by separate deliveries are possible and will be invoiced separately.
4 Shipping costs
All orders and services deliverables are shipped FCA (INCOTERMS 2020) Octamer, Inc’s or its affiliate’s shipping facility. All products and services are deemed sold and delivered at such facility. Shipping and handling costs are prepaid and added to the invoice. Octamer reserves the right to select the packaging and shipping method, which will ensure the stability of product and efficient shipment tracking. If an alternate shipping method is specified, Octamer may charge handling fee.
The price for the Goods shall be that which is as quoted on our Website from time to time; or in the price list provided to the Buyer by the Seller which is current at the date of the Buyer’s Order being placed, as such price list may have previously been varied by the specific written agreement of the Buyer and the Seller. The Price shall be exclusive of value added tax; and packaging, insurance and delivery charges. Prices for our Goods may change from time to time, but changes will not affect any Order which has been confirmed with an Order Acknowledgement.
It is always possible that, despite the Seller’s best efforts, some Goods on the Seller’s price list or Website may be incorrectly priced. If the Seller discovers an error in the price of the Goods ordered by the Buyer, the Buyer will be informed in writing of this error and given the option of continuing to purchase the Goods at the correct price or cancelling the Order. The Seller will not process the Order until instructions have been received. If the Seller is unable to contact the Buyer using the contact details provided during the Order process, the Seller will treat the Order as cancelled and notify the Buyer in writing. If Goods are incorrectly priced the Seller does not have to provide the Goods to the Buyer at the incorrect (lower) price.
Unless the Buyer has a credit account with the Seller, payment of the Total Contract Price shall be due in full in Euro (€) between the Order Acknowledgement being issued and the Dispatch Confirmation and no Order will be accepted by the Seller and no Dispatch Confirmation issued without payment of the Total Contract Price. If any Order from the Buyer is not accepted or cannot be fulfilled by the Seller for any reason, any payment of the Total Contract Price received from the Buyer shall be reimbursed by the Seller.
If the Buyer has a credit account with the Seller, unless otherwise agreed in writing and specified on the Seller’s invoice, payment of the Total Contract Price shall be due in full in cleared funds in Euro (€) within thirty (30) days from the date of the invoice issued by the Seller for the Goods (the “Due Date”). Payment shall be made to the bank account nominated in writing by the Seller free of all bank and incidental charges. Time of payment of the Total Contract Price shall be of the essence of the Contract.
If the Buyer fails to make any payment due to the Seller under the Contract by the Due Date, then the Seller shall be entitled to charge interest on the overdue amount at the rate of 4% per annum above the base rate of The National Bank of Germany from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.
7 Delivery terms
The goods will be shipped immediately after completion of the production process. The shipment is on average after 21 days, depending on the complexity of the production process. The normal delivery time is 3 days for stock items unless otherwise stated in the item description. The supplier sends the order from its own warehouse as soon as the entire order is in stock. The customer will be informed about delays immediately. We shall be excused from our obligations to perform our sales contracts in a timely manner in case of unforeseen disturbances beyond our control, such as Acts of God, operational disorders, strikes, riots, or other disturbances affecting us or our suppliers, which are beyond our responsibility and not caused by negligence or intention on our side for as long as the disturbances thereof persist.
You are obliged to examine the goods with due care and with regard to quality and quantity and to report deviations immediately after receipt.
In case of deviations, Octamer is granted the right to choose between a supply of missing quantities or replacement of goods. This does not apply to claims for damages of the customer due to injury to life, health or essential contractual obligations, which must necessarily be fulfilled in order to achieve the contract objective. Likewise, this does not apply to claims for damages after grossly negligent or intentional breach of duty by the provider or his legal representative or vicarious agent. Otherwise, the statutory provisions apply.
9 Claims and returns
Any claims for credit or return goods request must be made in writing and received by Octamer within 10 days of receipt of the goods. Octamer will not accept returned products without prior authorization. No credit will be issued for product returned without prior authorization. To obtain return goods instructions, please contact Octamer support – Octamer@volition.com
If an error by Octamer results in shipment of an incorrect order, Octamer will, as its option, either ship a replacement order at no charge or credit the customer’s account for the original product shipped in error.
10 Other important terms
The Seller is a member of a group of companies and accordingly the Seller shall be entitled to assign any rights and obligations under a Contract to any member of its group without the need for the consent of Buyer and, in the event of any such assignment, the Buyer shall execute such documents as the Seller may request to ensure that the benefit and the burden of the Contract is properly transferred to the Seller’s group company.
Each Contract is personal to the Buyer and the Buyer shall not assign or charge the benefit of any Contract without the Seller’s prior written consent.
Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract, at law or in equity.
No failure or delay on the part of either Party to exercise any right or remedy under this Contract shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.
If any provision of the Contract is found to be invalid, unenforceable or illegal by the courts of any jurisdiction to which it is subject, such invalidity, unenforceability or illegality shall not prejudice or affect the remaining provisions of the Contract which shall continue in full force and effect.
The Seller and the Buyer do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise by any person that is not a party to it.
With the exception of statements made fraudulently, the Contract constitutes the entire agreement between the Seller and the Buyer in connection with the sale of the Goods and the Buyer has not relied upon any representation save for a representation expressly set out in the Contract.
All notices between the parties concerning the Contract shall be in writing and sent by first class post, fax or email and shall be effective from the time received. Notices shall be deemed to have been received:
- a) if sent by pre-paid first class post, two working days after posting; and
- b) if sent by email or fax, the next working day after transmission provided that the email or fax is sent to Buyer or the appropriate person as is identified for such purpose in the Order Acknowledgement.
These Conditions and the Contract are drafted in the English language. If these Conditions or the Contract are translated into any other language, the English language text shall prevail
The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with german Law irrespective of the Buyer’s country of residence, and the parties hereby submit to the exclusive jurisdiction of the german court save that the Seller has the express right (at its sole discretion) to bring an action against the Buyer in a court or courts where the Buyer is resident, has its principal place of business or has its central administration.