AGBs/General Terms and Conditions for LenioBio

 

A. Scope

1. These Terms and Conditions (the “Terms”) govern all transactions involving LenioBio’s products and services, whether provided for a fee or free of charge, to any individual or entity (the “Customer”). This includes, but is not limited to, the offering, sale, delivery and purchase of ALiCE^® lysate, proteins, and/or DNA, as well as the provision of any technology-related services. The Terms apply irrespective of whether these products and services may be used for internal research purposes only or for other uses expressly authorized in writing by LenioBio ”(collectively, the “Business Transactions”). In the event of any conflict between these Terms and the terms of any underlying agreement related to a Business Transaction, such as a Statement of Work or Proposal issued by LenioBio (collectively, the “Business Transaction Agreement(s)”) these Terms shall prevail, unless the Business Transaction Agreement(s) expressly state otherwise.

2. These Terms apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. LenioBio herewith rejects them, unless explicitly agreed otherwise in writing.

3. Due to the specific handling, packaging and use requirements of LenioBio’s products and services, we do not sell to consumers as defined in § 13 of the German Civil Code (BGB). A consumer is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business, or profession. By placing an order, the Customer confirms that they are not a consumer within the meaning of this provision.

B. Conclusion of Contract

1. All advertisements, promotions, and offers by LenioBio are non-binding and subject to change at any time, unless explicitly designated as binding or made conditional upon acceptance within a specified period. Any presentations, marketing materials, or product listings on LenioBio’s websites, including those in the web shop, do not constitute legally binding offers, but are merely invitations to treat.

2. Any order placed by the Customer for LenioBio’s products or services, regardless of the method of submission, constitutes a binding offer to enter into a contract. When placing an order via LenioBio’s web shop, the Customer submits a legally binding offer by clicking the “Buy” or “Place Order” button. Orders submitted through the web shop will be acknowledged via a separate receipt confirmation email. However, this acknowledgment does not constitute acceptance of the order. A binding agreement is only formed when LenioBio issues a written acceptance of the order. Such acceptance may take the form of an express order acceptance, a delivery confirmation, or a notification that the products are ready for shipment. The content and scope of the agreement are defined exclusively by the details set out in LenioBio’s written acceptance and the Terms.

3. LenioBio reserves the right to cancel any order at its reasonable discretion if necessary for reasons related to biosecurity or biosafety, intellectual property rights, sanctions, export or import controls, trade embargoes, or other operational considerations. Such cancellations shall be made without penalty or liability to LenioBio. Any prepaid but unfulfilled amounts will be refunded to the Customer or, upon the Customer’s request, credited toward future Business Transactions.

4. All order-related communications from the Customer following order placement, such as deadline requests, reminders, or warranty claims, must be submitted via email and are only valid upon confirmation of receipt by LenioBio via email. If LenioBio does not confirm receipt within 3 days, the Customer must send a formal notice via postal services.

5. LenioBio reserves the right to request documentation from the Customer to verify professional qualifications or compliance with applicable requirements, such as permits, licenses, insurance, or official end-use certificates. In the event of non-compliance, LenioBio may refuse delivery or fulfillment of the purchase contract.

6. Unless explicitly agreed otherwise, no Business Transaction shall restrict LenioBio’s right to offer and supply its products or services to third parties at any time.

7. Any modifications to the scope, deliverables, or budget of a Business Transaction must be documented in a written change order and agreed upon by both parties. Any additional costs arising from such changes shall be borne by the Customer. LenioBio reserves the right to freely adjust delivery timelines.

C. Terms of Delivery, Freight Costs, Return Shipments

1. Unless otherwise agreed in writing, all products and service results are made available for collection under EXW (Incoterms 2020) Aachen, Germany. Risk in the products passes to the Customer three business days after the Customer was notified of the availability, regardless of when collection is arranged. If the Customer fails to collect the products within three business days after being notified of their availability, LenioBio will store the products for up to one month at the Customer’s sole risk, responsibility, and expense. After this period, the products will be disposed of, unless LenioBio agrees in writing to an extension of the storage period under exceptional circumstances. The Customer shall fully indemnify LenioBio for all costs incurred due to the failure to collect the products on time.

2. At the Customer’s request, risk, and expense, LenioBio may arrange and coordinate the shipment of products from the collection site to the Customer’s designated delivery address. Shipping costs include, but are not limited to, freight charges and any special packaging required for the products. Shipment will be carried out in accordance with the standard terms and conditions of the third-party courier or shipping company engaged for delivery (the “Courier”). The Customer agrees to comply with these terms and conditions (“Shipping Terms”). The Customer acknowledges that the Shipping Terms do not include insurance for goods in transit. It is the Customer’s responsibility to arrange such insurance separately. Risk of loss, destruction, or deterioration of the products passes to the Customer upon handover to the Courier. LenioBio shall not be liable for the performance of the Courier. However, LenioBio will cooperate with the Customer in good faith to resolve any issues or failures caused by the Courier. If LenioBio receives compensation from the Courier for loss or damage during transit, LenioBio will transfer such compensation to the Customer, less any costs incurred in obtaining it.

3. For LenioBio’s temperature-sensitive products, expedited shipping is required to maintain the cold chain and ensure transit times are not exceeded. If the Customer delays or defaults on accepting delivery, refuses to cooperate reasonably, or otherwise causes a delay in delivery, LenioBio is entitled to claim compensation for any resulting damages. This includes, but is not limited to, deterioration of the product due to interruption of the cold chain and additional costs such as storage fees or dry ice replenishment.

4. All product returns require prior authorization from LenioBio’s customer service. Due to the temperature sensitivity of LenioBio’s products and the specific handling and labeling requirements for dry ice used in cooling, return shipments from the Customer are only accepted with LenioBio’s explicit prior written agreement. Returns may only be accepted if the product is properly re-packaged and the Customer can provide evidence that the cold chain at minus 80 degrees Celsius has been maintained continuously throughout the storage, shipment and return process.

5. All delivery dates for LenioBio’s products and services (“delivery deadlines”) are provided as non-binding estimates unless a fixed delivery date has been expressly agreed upon in writing. If LenioBio becomes aware that a scheduled delivery deadline cannot be met, it will promptly inform the Customer and provide a revised estimated delivery date. For agreed delivery deadlines, LenioBio is not liable for delays caused by force majeure or other circumstances that were not known or reasonably foreseeable at the time the contract was concluded. Such events include, but are not limited to, production delays, fire, natural disasters, floods, war, terrorism, strikes, or similar disruptions. This also applies to delays caused by suppliers, provided LenioBio is not at fault and has exercised reasonable care. In such cases, agreed delivery deadlines will be extended by at least the duration of the event plus 10 business days. LenioBio is further entitled to withdraw from the contract if the event renders performance impossible, indefinitely delayed, or economically unreasonable. In such cases, any payments already made by the Customer will be refunded without delay to the extent that no corresponding performance has been rendered (e.g. in the case of partial delivery). The Customer may cancel the contract in writing if, due to such delays, acceptance of the products or services is no longer economically reasonable. LenioBio’s statutory rights remain unaffected, particularly with respect to the exclusion of its performance obligations due to impossibility, the Customer’s default in acceptance, or payment arrears.

D. Prices and Payment Conditions

1. The applicable price for LenioBio’s products and services shall be the price valid at the time of order placement, quoted in euros (EUR). All prices are net and exclusive of any taxes, duties, or charges imposed by governmental authorities in connection with the export or import of LenioBio’s products and services. The Customer shall bear all such taxes and duties.

2. Payment is due within 30 days from the date of receipt of LenioBio’s invoice and must be made to the bank account specified in writing by LenioBio. The date on which the funds are received by LenioBio is decisive for determining timely payment. Late payments shall accrue interest at a rate of nine percent (9%) per annum above the applicable base interest rate, calculated daily from the due date until full payment is received.

3. The Customer may only offset claims against LenioBio’s invoices if such claims are legally established, acknowledged in writing by LenioBio, and proportionate to LenioBio’s principal claim.

E. Retention of Title

1. LenioBio retains full ownership of all delivered products until payment has been received in full.

2. The Customer is obligated to handle all goods subject to retention of title with due care and diligence, and to take appropriate measures to prevent damage, loss, or destruction.

3. In the event of seizure or other third-party interventions involving goods under retention of title, the Customer must immediately inform the third party of LenioBio’s ownership rights and notify LenioBio without delay. If LenioBio incurs costs in asserting its rights, whether through legal proceedings or out of court, and such costs are not reimbursed by the third party, the Customer shall be liable for full compensation of those costs.

F. Warranties and quality of products and services

1. Unless explicitly agreed otherwise, LenioBio solely warrants that, upon pick-up, the products conform to the specifications provided in LenioBio’s applicable product data sheet. The products are provided to the Customer “AS IS” without any warranty of merchantability or fitness for a particular purpose. This includes, but is not limited to, yield, expression, purity, or usability of the resulting product. The Customer acknowledges that the products have a limited shelf life as specified in the product documentation.

2. The Customer must inspect the products and services promptly upon collection or delivery, to the extent practicable in the ordinary course of business, and must notify LenioBio without undue delay if any defect is discovered. If the Customer fails to notify LenioBio, the product or service shall be deemed accepted, unless the defect was not detectable upon reasonable inspection. In such cases, the Customer must notify LenioBio promptly upon discovery, or the product or service shall also be deemed accepted with respect to that defect.

3. The Customer must allow LenioBio sufficient time to examine and evaluate any warranty claims or complaints and must provide a reasonable period for corrective action or reshipment if the claim is justified. The Customer is also required to return the defective product for evaluation and to provide sufficient data and information to support the claim. If the warranty claim is found to be unjustified, LenioBio is entitled to reimbursement for all additional costs incurred.

4. Warranty claims based on defects are subject to a limitation period of one year. This does not apply to claims involving defects as defined in section 438 (1) no. 2 BGB and section 634a (1) no. 2 BGB, nor to claims for damages resulting from injury to life, body, or health, or to claims arising from wilful misconduct or gross negligence.

5. If, as part of the Business Transaction, the Customer has ordered LenioBio to have a specific DNA sequence produced and LenioBio’s service providers or LenioBio are unable to produce it, LenioBio shall have no warranty or liability and may terminate the order without further obligation. In such cases, no additional costs shall be incurred by the Customer.

G. Limited Use Label License and Limited Use of Products

1. Unless explicitly otherwise agreed in writing, LenioBio’s products and services are subject to the following Limited Use Label License Provisions (“LULL”). The LULL applies to all Business Transactions. By placing an order or otherwise engaging into a Business Transaction, the Customer confirms that they have read, understood, and accepted the LULL.

2. Under the LULL, any Business Transaction grants the Customer only a non-exclusive, non-transferable, non-sublicensable (sub)license to use the ALiCE^® cell-free protein expression system (“ALiCE^® Technology”), including any modifications of the ALiCE^® Technology (the “Modifications”), Unmodified Derivatives (meaning substances created by the Customer that constitute an unmodified functional subunit of the ALiCE^® Technology), and Proteins (meaning proteins expressed using the ALiCE^® Technology), for INTERNAL RESEARCH USE ONLY. This use must be conducted solely by the Customer, whether an academic, non-profit, or for-profit entity. Internal research use may include discovery and development of products, including therapeutic products, provided such products do not incorporate the Product, Modifications, Unmodified Derivatives, or Proteins.

3. No “Commercial Use” of any of LenioBio’s products or services is permitted. “Commercial Use” means any and all use of the ALiCE^® Technology, Modifications, Unmodified Derivatives, or Proteins, including any modifications of such Proteins, by the Customer for monetary or other consideration. This includes, but is not limited to, the resale or transfer of the aforementioned materials, whether or not for research purposes; manufacturing; providing a service, information, or data to a third party; use in any diagnostic, preventative, prophylactic, or therapeutic application; use in any veterinary, livestock, or agricultural application; reverse engineering of functionally similar materials; use in screening or profiling of more than 10,000 distinct compounds per calendar year (high-throughput screening); and the manufacture of any product intended for sale.

4. Except for the limited (sub)license granted under clause G. 2, all rights to the ALiCE^® Technology, Modifications, Proteins or Unmodified Derivatives thereof remain with LenioBio GmbH.

5. No ownership rights are transferred to the Customer. Data generated by the Customer using the ALiCE^® Technology, Modifications, or Unmodified Derivatives are owned by the Customer, subject to the use restrictions outlined above.

6. The Customer may not transfer or sublicense any rights under this license. The ALiCE^® Technology, Modifications, Unmodified Derivatives, and Proteins must remain in the possession of the Customer at all times.

7. Unless explicitly agreed otherwise, LenioBio’s products and services may only be used for in vitro research applications permitted under applicable laws and regulation. They must not be used on humans or animals, nor for diagnostic or therapeutic purposes.

8. The Customer may not use LenioBio’s products and services for the development, manufacture, production or distribution of illegal substances, toxins, biological or chemical weapons, controlled drugs, or for any unlawful activity. LenioBio disclaims all liability for such uses, and the Customer agrees to indemnify and hold LenioBio harmless from any resulting claims, damages, or liabilities.

9. By placing an order, the Customer confirms that the products and services will be used in accordance with applicable laboratory guidelines and only by qualified and trained personnel.

H. Customer-Provided Materials

1. The Customer acknowledges and agrees that they are solely responsible for ensuring that any materials provided to LenioBio for production as part of the Business Transaction are legally permissible to produce, particularly with respect to protein, amino acid, and DNA sequences.

2. The Customer warrants that they have obtained all necessary rights, licenses, registrations, consents, and permissions to use and provide such materials to LenioBio. The Customer further warrants that LenioBio’s use of these materials for the production of the ordered products does not infringe any third-party rights, including intellectual property rights, or violate any applicable laws or regulations.

3. The Customer warrants that no material provided, nor any proteins expressed from such material, constitutes a toxin, is capable of transferring pathogenicity, contains radioactive isotopes, or otherwise qualifies as hazardous material. The Customer shall provide LenioBio with all relevant information regarding any toxic substances or material hazards related to the handling, transport, disposal, or other use of the materials.

4. LenioBio reserves the right, but is not obligated, to screen or analyze any materials provided by the Customer. The Customer shall cooperate with LenioBio in any such process.

5. The Customer shall indemnify and hold LenioBio harmless from any claims, damages, or liabilities arising from a breach of the above obligations, particularly in connection with the production of products based on the materials provided by the Customer, including but not limited to protein and DNA.

6. To the extent that the Customer provides materials to LenioBio as part of the Business Transaction, the Customer grants LenioBio a free, worldwide, and non-exclusive license to use such materials solely for the purpose of fulfilling the Business Transaction.

I. Liability

1. Unless otherwise provided in these Terms, LenioBio shall be liable for breaches of contractual or non-contractual obligations in accordance with applicable German legal provisions.

2. LenioBio shall be liable, regardless of the legal basis, in cases of willful misconduct and gross negligence, and without limitation for damages resulting from injury to life, body, or health.

3. In cases of slight negligence, LenioBio shall only be liable if a cardinal contractual obligation has been breached. In such cases, liability is limited to typical damages that were foreseeable at the time the contract was concluded. A cardinal obligation in this context is one that is essential for the proper execution of the contract and on which the Customer may regularly rely.

4. Except as provided in clauses 2 and 3, LenioBio shall not be liable for any damage to the Customer’s laboratory equipment, facilities, or other property resulting from the Customer’s handling or use of LenioBio’s products and services, including but not limited to lysate, proteins, and DNA. The Customer acknowledges and agrees to assume all risks and to hold LenioBio harmless from any related claims, losses, or liabilities.

5. Except as provided in clauses 2 and 3, and unless explicitly agreed otherwise in writing, LenioBio shall not be liable for any damages arising from a data breach that results in the disclosure of materials provided by the Customer, including but not limited to protein sequences, DNA, or related data. The Customer acknowledges and accepts all risks associated with such disclosure and agrees not to hold LenioBio liable for any resulting claims, losses, or liabilities.

6. LenioBio assumes no liability if the Customer uses the products or services in breach of contract or for any purpose not authorized under these Terms or any other agreement between the parties.

7. Liability under guarantees and provisions of the German Product Liability Act remains unaffected.

8. To the extent that LenioBio’s liability is excluded or limited under the foregoing provisions, such exclusions or limitations also apply to the personal liability of LenioBio’s corporate bodies, legal representatives, employees, and agents.

9. LenioBio’s total liability under the Business Transaction Agreement(s) and these Terms shall not exceed the total amount paid by the Customer under the relevant Business Transaction Agreement(s).

J. Export/Import Regulations

1. The Customer shall comply with all applicable sanctions, export and import control laws (including, but not limited to, requirements for import licenses, certificates, and other documentation), and trade embargoes relevant to its business operations and to the Customer’s order. The Customer agrees to provide LenioBio with any information necessary to ensure compliance with such regulations and to facilitate the lawful execution of the product or service transaction. LenioBio does not assume responsibility for clearing products or services for import into the destination country specified in the delivery address; this remains solely the Customer’s responsibility.

2. If LenioBio has reason to believe that the Customer is, or may be, in breach of any applicable sanctions, export/import controls, or trade embargoes, LenioBio reserves the right to immediately cancel, without prior notice, any and all product or service deliveries to the Customer. LenioBio shall not be liable for any resulting non-fulfillment. The Customer agrees to fully cooperate with LenioBio in any official or unofficial audit, inspection, or inquiry related to such regulations and shall indemnify and hold LenioBio harmless from any claims, damages, or penalties arising from the Customer’s non-compliance.

K. Intellectual Property

1. All intellectual property (“IP”), including but not limited to inventions, expressions of ideas, discoveries, devices, data, results, mechanisms, substances, software, works, trade secrets, reports, works of authorship, know-how, formulae, and methods, including any improvements, whether or not protectable by patent, copyright, or other rights, that is (a) owned by or licensed to LenioBio, the Customer, or their respective affiliates as of the date of commencing the Business Transaction, or (b) developed or acquired independently of such Business Transaction (“Background IP”), shall remain the sole and exclusive property of the respective owning party or its licensor. LenioBio shall have the right to use the Customer’s Background IP solely to the extent necessary to perform its obligations under the applicable Business Transaction Agreement(s).

2. To the extent any LenioBio IP is incorporated into the product or service delivered to the Customer, LenioBio grants the Customer a research use only, non-exclusive, non-transferable, non-sublicensable, and limited license to use such IP only as strictly required for the permitted use under the LULL.

3. Neither party, nor any third party acting on their behalf, shall reverse engineer, decompile, or disassemble the other party’s IP, except where reverse engineering of Customer materials is necessary for LenioBio to perform its obligations under the Business Transaction.

4. All improvements to LenioBio’s Background IP, as well as any new IP generated during the performance of the Business Transaction by or on behalf of LenioBio, whether developed solely by LenioBio or jointly with the Customer, shall be the exclusive property of LenioBio.

5. LenioBio’s products and services are provided under IP licenses from Corteva Agriscience LLC and are protected under international patent families including WO 2018 148530, EP 3 579 845, US 10,612,031.

6. LenioBio shall not be liable for any third-party IP rights, including patents, trademarks, or proprietary rights, related to products expressed on behalf of the Customer or to any materials provided by the Customer.

L. Indemnity

1. The Customer shall indemnify and hold harmless LenioBio and its affiliates from and against any and all liabilities, costs, expenses, damages, and losses, including reasonable legal fees and related expenses, incurred by LenioBio or its affiliates as a result of or in connection with any breach by the Customer of these Terms or any other agreement related to the Business Transaction.

2. The Customer shall indemnify and hold harmless LenioBio and its affiliates from and against any and all liabilities, costs, expenses, damages, and losses, including reasonable legal fees and related expenses, arising from or in connection with any claim, demand, action, proceeding, or complaint brought by a third party:

• (a) relating to any loss, injury, or damage resulting from materials related to a Business Transaction supplied to the third party by the Customer, or from the Customer’s use of any product manufactured by or purchased from LenioBio, or any service provided by LenioBio;
• (b) relating to any actual or alleged infringement of third-party intellectual property rights arising from the supply of products to the Customer that were expressed on the Customer’s behalf; or
• (c) relating to any actual or alleged infringement of third-party intellectual property rights resulting from the Customer’s use of LenioBio’s Technology, products or services including but not limited to the creation, offering, provision, use, possession, or importation of products that are protected by third-party intellectual property.

M. Termination

1. Without limiting any other rights or remedies, either party may terminate the Business Transaction Agreement(s) with immediate effect by providing written notice to the other party if (a) the other party commits a material breach of any term of the Business Transaction Agreement(s); or (b) the other party initiates or becomes subject to insolvency proceedings, or takes any step in preparation for such proceedings, including actions initiated by a creditor.

2. Upon termination for any reason, the Customer shall immediately pay all outstanding and unpaid invoices, including any applicable interest, for obligations properly fulfilled by LenioBio up to the date of termination.

3. Any provision of these Terms or the Business Transaction Agreement(s) that is expressly stated to, or by implication is intended to, take effect or remain in force after termination shall continue in full force and effect.

N. Publication

The Customer and its Representatives shall not publish, distribute, display, summarize, or electronically transmit any paper, article, or other material that refers to the products or services received from LenioBio, or to the results of any study involving them, without the prior written consent of LenioBio. Such consent shall not be unreasonably withheld, provided that LenioBio is appropriately acknowledged for its contribution in any such publication.

O. General

1. All matters arising out of or relating to these Terms and the Business Transaction, including any disputes (whether contractual or non-contractual) related to the use of any products or services, shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

2. Any disputes, claims, or legal proceedings arising out of or in connection with these Terms or the Business Transaction shall be subject to the exclusive jurisdiction of the courts of Düsseldorf, Germany. The parties hereby irrevocably submit to the jurisdiction and venue of those courts.

3. If any provision of these Terms is held to be invalid or unenforceable, in whole or in part, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely reflects the original economic intent. The same applies in the event of any omission in these Terms.

4. No variation or amendment to the agreement governing the Business Transaction shall be effective unless made in writing and signed by both parties or their authorized representatives. This requirement also applies to any amendment of this written form clause.

5. The failure of LenioBio to exercise or enforce any right or provision under these Terms or the Business Transaction Agreement(s) shall not constitute a waiver of such right or provision.

6. The Customer may not assign any rights or delegate any obligations under these Terms or the Business Transaction Agreement(s) to any third party without the prior written consent of LenioBio. Any attempted assignment or delegation without such consent shall be null and void.