Section 1 Governing Provisions

All WellMarin UG (haftungsbeschränkt) (hereinafter "WellMarin")products are sold and shipped subject to these Terms and Conditions, unless modified by a quotation issued by WellMarin or an agreement signed by both, WellMarin and the customer. These Terms and Conditions supersede any other written document or oral discussion including terms or conditions appearing on a purchase order issued by the customer.

Section 2 Research Use

All products are sold for research or laboratory use only and are not to be administered to humans or used for medical diagnostics.

Section 3 Order

1. Orders may be placed by email, address: info@wellmarin.com.

2. All orders must clearly indicate the customer email address, telephone / fax number, complete billing address, complete shipping address, catalog numbers, product names, quantity ordered and price. 

3. Orders referring to catalogue products: WellMarin may accept orders with 10 working days. In this case, WellMarin will send the order confirmation by email. In case the order is denied, WellMarin will inform the customer by email within 10 days, subject to receipt of payment in the case of advance payment.

4. Orders referring to customized products: Orders only accepted after prior arrangement by email, address: info@wellmarin.com. 

5. Orders can only be cancelled by the customer after prior agreement with WellMarin.

6. Purchaser agrees to accept product labeled in English. Purchaser agrees to accept product literature including datasheets, certificates of analysis and Safety Data Sheets, where applicable, in English.

7. Sales is restricted to B2B partners. No sales to private individuals.

Section 4 Documents Provided

We reserve all proprietary and copyright rights regarding all documents provided to the customer in connection with the order – including those in electronic form – such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period specified in Section 3, these documents must be returned to us immediately.

Section 5 Prices and Payment

1. Unless otherwise agreed in writing, our prices are ex works, excluding packaging and plus value added tax at the applicable rate. Packaging costs will be invoiced separately.

Payment of the purchase price must be made exclusively to the account of WellMarin: IBAN DE07100400000920959400 (account number: 0920959400; BIC: COBADEFFXXX). Deduction of a discount is only permitted with a separate written agreement.

2. Unless otherwise agreed:

2.1 Customers based in Germany:

For new customers, the purchase price is payable in advance to delivery.

The purchase agreement will not be concluded until the advance payment has been made.

For existing customers, the purchase price is payable within 10 days of delivery.

Default interest will be charged at a rate of 8% above the respective base interest rate per annum. WellMarin reserves the right to claim further damages for late payment.

2.2 Foreign customers:

Foreign deliveries must be paid by irrevocable letter of credit or in advance. All bank and transfer fees must be paid by the customer. 

3. Payments are due irrespective of an eventual notice of defect.

4. Unless a fixed price agreement has been made, WellMarin reserves the right to make reasonable price adjustments due to changes in wage, material, and distribution costs for deliveries made 3 months or more after the conclusion of the contract.

Section 7 Delivery

1. Delivery dates are not binding unless expressly stated in the contract as binding dates. Delay in delivery requires a written reminder and an adequate additional grace period set by the customer.

2. The commencement of the delivery time specified by WellMarin is contingent upon the timely and proper fulfillment of the customer's obligations, e.g. prepayment.

3. Many products (including antibodies) are shipped at ambient temperature. Some products require wet or dry ice. Additional charges will be invoiced for special packaging or delivery requested by the customer. Unless otherwise specified, products are shipped F.O.B. origin, freight prepaid and added to the invoice. Santa Cruz Biotechnology is not responsible for delays due to Customs clearance. Ask your Customer Service Representative for details.

4. If the customer is in default of acceptance or culpably breaches other obligations to cooperate, we are entitled to claim compensation for the resulting damages, including any additional expenses. Further claims remain reserved. Provided the aforementioned conditions are met, the risk of accidental loss or accidental deterioration of the goods passes to the customer at the point in time when the customer is in default of acceptance or payment.

Section 8 Transfer of Risk upon Shipment

If the goods are shipped to the buyer at the buyer's request, the risk of accidental loss or accidental damage to the goods passes to the buyer upon dispatch, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.

Section 9 Retention of Title

1. We retain title to the delivered goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly invoke this right. We are entitled to take back the goods if the buyer breaches the contract.

2. As long as title has not yet passed to the buyer, the buyer is obligated to treat the goods with care. In particular, the buyer is obligated to insure them at their own expense against theft, fire, and water damage for their full replacement value. As long as title has not yet passed, the buyer must notify us immediately in writing if the delivered item is seized or subject to any other third-party intervention. If the third party is unable to reimburse us for the legal and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the resulting loss.

3. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to us, in advance, all claims against its customers arising from the resale of the goods subject to retention of title, up to the amount of the final invoice total agreed upon with us (including VAT). This assignment applies regardless of whether the goods are resold before or after processing. The customer remains authorized to collect the receivables even after the assignment. Our right to collect the receivables ourselves remains unaffected. However, we will not collect the receivables as long as the customer fulfills its payment obligations from the proceeds received, is not in default of payment, and, in particular, no application for the commencement of insolvency proceedings has been filed or payments have been suspended.

4. Any processing or transformation of the purchased goods by the customer is always carried out in our name and on our behalf. In this case, the customer's conditional ownership of the purchased goods extends to the transformed item. If the purchased goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased goods relative to the other processed items at the time of processing. The same applies in the case of commingling. If the commingling occurs in such a way that the customer's item is to be regarded as the principal item, it is agreed that the customer transfers proportionate co-ownership to us and holds the resulting sole or co-ownership in trust for us. To secure our claims against the customer, the customer also assigns to us any claims that arise against a third party from the incorporation of the goods subject to retention of title into real property; we hereby accept this assignment.

5. We undertake to release the securities to which we are entitled at the request of the customer, insofar as their value exceeds the claims to be secured by more than 20%.

Section 10 Warranty

1. WellMarin is committed to providing the highest level of quality and service. Any product that does not meet the performance specifications indicated in our product literature will be replaced at no charge.

2. This warranty is void if the customer has altered or misused the product or failed to store the product as recommended. 

3. WellMarin disclaims any and all responsibility for any injury or damage which may be caused by the failure of the buyer or any other person to use these products in accordance with the conditions outlined herein. 

4. WellMarin specifically disclaims any other warranties of any kind or nature, direct or indirect, express or implied, including / without limitation the suitability, fitness or merchantability for any purpose. WellMarin will not be liable for any claims or damages under any legal theory including, but not limited to contract, negligence, strict liability or tort in connection with the failure of WellMarin products to perform in accordance with the stated specifications. 

4. WellMarin is not liable for any loss, damages or penalties resulting from delays in manufacturing or delivery of products or services. 

5. Unless otherwise agreed, all technical assistance and information is provided free of charge and we make no warranty regarding the accuracy or utility of such information or assistance.

Section 11 Claims

1. Condition for any warranty claim is the immediate inspection of the goods upon delivery, and complaint towards and damage assessment together with the carrier, and an immediate written complaint to WellMarin by email with photo documentation. The complaint must be made within five workdays after receiving the goods in case of visible damages or defects or losses.

2. Condition for warranty claims regarding non-visible defects of performance specifications is the submission of own valid analytical results by the customer to WellMarin, which demonstrate significant differences from the specifications provided by WellMarin. The complaint must be made within 30 workdays after receiving the goods in case of non-visible defects of performance specifications.

3. Claims for defects do not exist in the case of minor deviations from the agreed quality, minor impairments of usability, minor deviations from the performance specifications, or damage caused by natural wear and tear or by damage occurring after the transfer of risk due to faulty or negligent handling, improper storage, or by special external influences not contractually agreed upon. If the customer or a third party uses the products improperly, no warranty claims exist for these actions or their consequences.

Section 12 Satisfaction Guarantee and Returns

1. WellMarin is committed to providing the highest level of quality and service. Any product that does not meet the performance standards indicated in WellMarin’s product literature will be replaced at no charge.

2. Antibodies and other biological compounds cannot be returned to our facility but will be replaced. To request a replacement, please follow section 11 (claims) and contact WellMarin by email (info@wellmarin.com).

Section 13  Disclaimer

Prices are subject to change without notice. Because of the possibility of typographical or human error, WellMarin disclaims responsibility for errors. WellMarin also disclaims responsibility for errors in pricing, for the use or misuse of any products, and the methods of use described on the webpage and data sheets. Seller shall not in any event be liable for incidental, consequential or special damages of any kind resulting from any use or failure of the products, even if seller has been advised of the possibility of such damage including, without limitation, liability for loss of use, loss of work in progress, down time, loss of revenue or profits, failure to realize savings, loss of products of buyer or other use or any liability of buyer to a third party on account of such loss, or for any labor or any other expense, damage or loss occasioned by such product including personal injury or property damage unless such personal injury or property damage is caused by seller's gross negligence. For WellMarin’s products, WellMarin does not authorize anyone to recommend any deviation from the manufacturer's label. Use of any product should adhere to the manufacturer's label, and the customer should be guided solely by their own judgment and opinion.

Section 14 Limited Rights of Use

You acknowledge and agree that all intellectual property rights in the products, as well as in any technology, intellectual property, and know-how of WellMarin used in or useful for the manufacture or use of the products, remain at all times with WellMarin and its licensors. Unless expressly agreed otherwise in writing by our authorized representative, the purchase of the products grants you only a limited, non-transferable right to use the quantity of products you have purchased solely for your internal research purposes and in accordance with any intended use, limited use, or limited label license information contained in our current catalog, on our website, on the label, or in any other documentation accompanying the products (all such information or licenses are incorporated herein by reference as if reproduced in full). No right to resell our products or their components is expressly, implicitly, or by estoppel transferred. Unless expressly agreed otherwise in writing by our authorized representative, we grant no rights whatsoever to use our products in any commercial applications, including but not limited to manufacturing, quality control, or commercial services such as paid reporting of your business results.

Unless expressly agreed otherwise in writing by our authorized representative, we grant no rights to use our products in any commercial applications whatsoever, including but not limited to manufacturing, quality control, or commercial services such as paid reporting of your business results.

Section 15 Indemnification

To the extent permitted by applicable law and except in cases where a claim is based on gross negligence or willful misconduct by WellMarin or its affiliates, you agree to indemnify, defend, and hold harmless WellMarin, its officers, agents, employees, distributors, and affiliates (“Indemnified Party”) from any and all claims, losses, damages, expenses, or other liabilities (including reasonable attorneys’ fees) asserted against an Indemnified Party arising out of: (a) your actions, omissions, use, or modification of a product; (b) our manufacture or sale of a product produced according to your instructions, specifications, or other requirements; (c) your breach of contract; (d) your failure to acquire any additional rights related to your use of the product; or (e) our use of materials provided by you to us.

Section 16 Limitations of Liability

To the extent permitted by applicable law, we shall not be liable under any legal theory (including, but not limited to, contract, negligence, strict liability, or warranty of any kind) for any indirect, special, incidental, punitive, multiple, exemplary, or consequential damages (including, but not limited to, costs of cover, lost profits, loss of data, loss of business, loss of goodwill, or loss of revenue) incurred by you under this Agreement or in connection with our products or services, even if we have been advised of the possibility of such damages. In addition, our maximum total liability arising out of or in connection with this Agreement or any product shall be limited to the amount you paid us for the product purchased.

Delivery dates and times are estimates only. We shall not be liable (whether in contract, tort, or otherwise) for any losses, costs, claims, or damages resulting from a delay in delivery.

Section 17 Export Control

You acknowledge that the products you receive from us are subject to the export control laws and regulations of the Federal Republic of Germany. You represent and warrant to us that you will not, directly or indirectly, (a) receive products, software, or technologies (including products derived from or based on such technologies) from us, sell, export, re-export, transfer, divert, or otherwise dispose of them to any destination, establishment, or person prohibited by the laws or regulations of the Federal Republic of Germany, nor (b) use the product for any purpose prohibited by the laws or regulations of the Federal Republic of Germany and/or your local jurisdiction, without first obtaining the authorization of the appropriate governmental authorities in accordance with such laws and regulations.