Terms and Conditions for Deliveries and Services of
Fisher Scientific GmbH, Germany, and Fisher Scientific (Austria) GmbH, Austria*
Version: January 1, 2009

1.	Application
		These terms and conditions apply to all contracts, deliveries and other services, including consultancy services, in business dealings with non-consumers within the meaning of 310 sub-section 1 German Civil Code. Buyer's purchasing terms are hereby contradicted.
2.	Quotations and conclusion
	2.01	The quotations contained in our catalogues and sales documents and - to the extent not expressly designated as binding - in the Internet are always subject to change without notice, i.e. only to be understood as a request for a quotation. All agreements made between ourselves and Buyer for the purpose of performance of a contract shall be recorded in writing.
	2.02	To the extent that our sales employees or agents make oral side-agreements or give assurances exceeding the written agreement, they shall always require our written confirmation.
	2.03	The aforementioned regulations shall not apply to oral declarations by the management or by persons with unrestricted authorisations from us.
	2.04	We reserve the ownership rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. This shall in particular apply to written documents designated as "confidential"; Buyer shall require our express approval before forwarding them to third parties.
	2.05	If facts, in particular arrears in payment with a view to former deliveries giving rise to the claim to the purchase price being at risk as a result of lack of solvency on the part of Buyer according to due commercial discretion, become known to us after conclusion of the contract, we shall be entitled to demand advance payment or corresponding collateral from Buyer at the latter's choice, setting a suitable period for so doing, and to withdraw from the contract in the event of rejection, invoices for part deliveries already effected being made due for payment immediately.
	2.06	The minimum order value is currently EUR 75.00 plus statutory Value Added Tax. For orders under this limit, we charge a handling flat rate to the amount of EUR 15.00, if not expressly agreed to the contrary. Exceptions: If an order independent from the minimum order value contains articles from Invitrogen, Pierce, Dharmacon, HyClone, Abgene, Fisher BioReagents or Vivantis the handling flat rate up to EUR 32 is charged. For articles from Invitrogen, Pierce, Dharmacon, HyClone, Abgene or Vivantis which have to be sent refrigerated, we further charge a refrigeration flat rate up to EUR 32.
	2.07	If an order is cancelled by Buyer before delivery of the goods, we shall be entitled to charge Buyer all the costs incurred by the cancellation. This shall in particular apply to costs of cancellation and withdrawal charged to us by our suppliers. Returns of goods free of defects may only be done to our warehouse carriage paid with our express approval. For the costs incurred by us, we shall be entitled to charge up to 10% of the value of the goods, albeit no less than EUR 15.00 plus VAT, or to deduct said amount from the credit as a handling flat rate.
3.	Important note for ordering chemicals: Because of legal regulations , e.g. GG, ChemV, Chemikaliengesetz and our voluntary self-regulation Fisher Scientific GmbH is not selling chemicals to privateindividuals! We do also reserve the right to cancel already accepted orders, when there will be any indication of a delivery of chemicals to private individuals. Delivery periods and arrears
	3.01	To the extent that no assurance designated on our part as being binding exists, a delivery period shall only be deemed agreed approximately. It shall commence with the date of clarification of all technical and other details of the order, production of all and any necessary documents and, if applicable, the agreed down-payment. It shall be extended by the period in which Buyer is in arrears with its contractual duties within an ongoing business relationship, also from other contracts.
	3.02	Part services and part deliveries shall be admissible to a reasonable extent. We may only charge down-payments to a suitable extent.
	3.03	A performance or delivery period shall be suitably extended - also within arrears - in the occurrence of force majeure and all unforeseen obstacles occurring after conclusion of the contract for which we are not answerable (in particular, also disturbances of operation, strikes, lock-outs or transport disturbances) to the extent that such obstacles can be proven to have a considerable influence on the planned performance or delivery. This shall also apply if these circumstances occur with our previous suppliers, downstream suppliers or sub-contractors. We shall notify Buyer of the start and end of such obstacles as soon as possible. Buyer can then demand a declaration from us whether we wish to withdraw from the contract or deliver within a reasonable period. If we do not make the declaration without delay, Buyer can withdraw from the contract. In such a case, claims to damages shall be ruled out.
	3.04	With regard to punctual deliveries, we shall only be liable for our own culpability and that of our vicarious agents. We shall not be answerable for culpability of our previous suppliers. However, we engage to assign any claims to damages against the previous suppliers to Buyer.
	3.05	In the event of delay in delivery, Buyer shall be obliged, at our request, to declare within a suitable period whether it still insists on delivery or withdraws from the contract due to the delay and/or demands damages in lieu of performance.
4.	Dispatch and passage of risk
	4.01	Route and means of dispatch shall be at our choice. Additional costs caused by dispatch wishes of Buyer shall be charged to the latter. Goods shall be insured at Buyer's request and expense. To the extent that nothing to the contrary results from the order confirmation, "delivery ex works" shall be deemed agreed.
	4.02	Risk shall pass to Buyer with hand-over of the goods to the forwarder - regardless of whether it has been commissioned by Buyer, Manufacturer or us. This shall also apply to part and pre-paid deliveries. In the event of delivery with our vehicles, risk shall pass to Buyer as soon as the goods have been provided to it at the place stated by it.
	4.03	If dispatch or agreed collection is delayed at Buyer's request or through Buyer's fault, the goods shall be stored at Buyer's expense and risk. In such a case, notification of readiness for dispatch shall be equated to dispatch. The invoice for the goods shall be due for payment immediately upon start of storage.
5.	Prices and payment
	5.01	Prices shall apply ex works or warehouse plus packaging, freight and other dispatch costs and flat rates pursuant to Section 2.06, as well as the valid Value Added Tax in each case.
	5.02	If delivery or service is to take place 4 months after conclusion of the contract or later, Contracting Parties agree to re-negotiate the price in the event of a change in costs, wages etc..
	5.03	We shall be entitled to demand down-payments if our service is delayed over and above the agreed period through no fault of ours.
	5.04	If not agreed to the contrary, our deliveries and services shall be due for payment without deduction after 30 days; deduction of discount shall require our specific written agreement. Payments shall always be used to settle the oldest due outstanding items, plus default interest incurred thereon. Assured discounts shall not be granted if Buyer is in arrears with the payment of earlier deliveries.
	5.05	Payments in so-called cheque and bill proceedings shall always require specific agreement. Credits for bills and cheques shall be less expenditure with value date on the day on which we can dispose of the equivalent value.
	5.06	Regardless of the term of all and any bills accepted and credited, our claims shall become due for payment immediately if payment terms are not complied with or facts giving rise to the conclusion that our claims to the purchase price are at risk as a result of lack of solvency on the part of Buyer become known.
	5.07	If Buyer falls into arrears in payment or fails to honour a bill upon maturity, we shall be entitled to take the goods back, if applicable to have access to Buyer's premises and to remove the goods. We can also forbid sale and removal of the commodities delivered. Taking back shall not represent a withdrawal from the agreement.
	5.08	In the cases of sub-sections 5.06 and 5.07, we can revoke the direct debit authorisation (sub-section 6.05) and demand advance payments for outstanding deliveries. However, Buyer can avert these legal consequences and also those stated in sub-section 5.07 by providing a security to the amount of our jeopardised claim to payment.
	5.09	Default interest shall be charged at 12% p.a. above the basic rate of interest ( 247 German Civil Code). It shall be charged higher or lower if we can prove encumbrance with a higher rate of interest or Buyer can prove a lower encumbrance, as the case may be.
	5.10	Rejection of retention of payment shall be ruled out if Buyer knew the defect or any other reason for complaint. This shall also apply if it remained unknown to it as a result of gross negligence, unless we have deceitfully withheld the defect or other reason for complaint or have assumed a guarantee for the property of the object. Setoff shall only be admissible with undisputed or legally effective counterclaims. A right of retention from earlier or other transactions of the ongoing business relationship cannot be claimed. Apart from this, payment may only be retained on account of defects and other complaints to a suitable extent.
	5.11	All and any collaterals agreed can be removed from the net amount by us by a guaranty.
6.	Retention of title
	6.01	We reserve title to the goods until complete payment of the purchase price. For goods which Buyer purchases from us in the course of an ongoing business relationship, we reserve title until all our claims from the business relationship, including the claims originating in future - also from contracts concluded simultaneously or later - have been settled. This shall also apply if individual or all claims have been put together by us in one invoice and the balance has been drawn and recognised. If liability for a bill is substantiated by us in connection with the payment of the purchase price by Buyer, the right of retention shall not expire before honouring of the bill by Buyer as drawee. In the event of arrears in payment of Buyer, we shall be entitled to take back the goods following a caution, Buyer shall be obliged to return them.
	6.02	If the conditional commodities are combined with other goods by Buyer, co-ownership of the new object shall accrue to us in the ratio of the value of the invoice of the conditional commodities to the invoice value of the other goods and the value of processing. If our ownership expires due to combining, blending or processing, Buyer transfers the rights accruing to it to the extent of the invoice value of the conditional commodities as early as conclusion of the contract and shall keep them on our behalf free of charge. The ownership rights originating thereby shall be deemed conditional commodities within the meaning of sub-section 6.01.
	6.03	Buyer shall inform us immediately of any interventions by third parties against the conditional commodities and the assigned claims. It may only sell the conditional commodities in the customary course of business at its normal terms and conditions of business and as long as it is not in arrears, provided the claims from the resale pass to us pursuant to the following sub-sections 6.04 to 6.05. It shall not be entitled to further disposals of the conditional commodities. Installation of the goods into a construction shall also be deemed resale.
	6.04	Buyer's claims from the resale of the conditional commodities are here and now assigned to us. We accept this assignment. They shall serve securing to the same extent as the conditional commodities. If the conditional commodities are sold by Buyer together with other goods not supplied by us, the claim from the resale shall be assigned in the ratio of the invoice value of our goods to the other goods sold. In the sale of goods to which we have co-ownership shares pursuant to sub-section 6.02, a part corresponding to our share of co-ownership shall be assigned to us.
	6.05	Buyer shall be entitled to collect claims from resale unless we recall the collection power in the cases stated in sub-section 5.08. Upon request by us, Buyer shall be obliged to notify its customers of the assignment to us straight away - insofar as we do not do this ourselves - and to give us the documents and information necessary for collection, possibly entailing the names and addresses of debtors. Buyer shall under no circumstances be entitled to further assignment of the claim. Assignment by means of genuine factoring shall only be permitted to Buyer under the precondition that this is notified, stating the factoring bank and the accounts of Buyer kept there and the yield from the factoring exceeds the value of our secured claim. Our claim shall become due for payment immediately upon crediting of the yield of the factoring.
	6.06	Insofar as the value of the conditional commodities is of the essence, it shall result from our invoice value. We engage to release collateral accruing to us upon request by Buyer to the extent that its realisable value exceeds the claims to be secured by 30%.
7.	Notification of defects, guarantee and warranty
	7.01	We shall only be liable for defects within the meaning of 434 German Civil Code as follows: Buyer shall examine the goods received for quantity and property without delay. Obvious and/or recognised defects, short deliveries and wrong deliveries shall be notified in writing after no later than 14 days, in any case before processing or installation. Further-reaching obligations of the merchant pursuant to 377 German Commercial Code shall remain unaffected.
	7.02	If Buyer establishes defects on the commodities, it may not dispose thereof, i.e. they may not be divided, resold or processed, until an agreement on the handling of the notification of defects has been achieved or proceedings for securing of evidence have been carried out by an expert commissioned by the Chamber of Industry and Commerce at Buyer's registered office.
	7.03	Buyer shall further be obliged to grant us the opportunity of establishing the defect notified on site or, at our request, to provide us with the object giving rise to complains or samples thereof; in the event of culpable rejection, warranty shall be forfeited.
	7.04	We shall assume no warranty for damage to be put down to unsuitable or improper use, faulty assembly, commissioning, amendment or repair not carried out by us, faulty or negligent treatment or natural wear and tear.
	7.05	In the event of justified complaints, we shall be entitled to set the nature of subsequent performance (replacement delivery, after-working) taking the nature of the defect and Buyer's justified interests into account.
	7.06	The expenditure necessary for subsequent performance, in particular transport and travel expenses, shall not be borne by us to the extent that it is based on the fact that the purchased commodity has been taken to a place other than the location of the professional activity or commercial branch establishment of the recipient after receipt, unless such move corresponds to the intended use of the object. Claims to recourse pursuant to 478, 479 German Civil Code shall remain unaffected.
	7.07	Claims to defect in quality shall be barred by limitation after 12 months. This shall not apply to the extent that law provides for longer periods pursuant to 438 sub-section 1 no. 2 (buildings and objects for buildings), 479 (claim to recourse) and 634a sub-section 1 no. 2 (building defects) German Civil Code.
	7.08	Section 8 (General limitation of liability) shall apply to claims to damages.
8.	General limitation of liability
	8.01	Claims to damages and reimbursement of expenditure of Buyer (hereinafter Claims to Damages), regardless of the legal reason, in particular due to breach of duties from a contractual relationship and from tort, are ruled out. This shall not apply in cases of assumption of a guarantee or a procurement risk. This shall further not apply to the extent that we are cogently liable, e.g. according to the Product Liability Act, in cases of gross negligence, on account of injury of life, limb or health, as well as infringement of cardinal contractual obligations. The claim to damages for infringement of cardinal contractual obligations shall however be limited to the foreseeable damage typical for the contract to the extent that we cannot be charged with gross negligence or there is liability on account of injury of life, limb or health. A change of the onus of proof to the detriment of Buyer shall not be connected therewith.
	8.02	This regulation shall apply accordingly to Buyer.
	8.03	Reference to chemicals: We consult you to the best of our knowledge within the possibilities granted. Our information, recommendations and tips do not release you from the necessity to examine our products under your own responsibility for suitability for the purposes envisaged by you. Existing laws and directives shall be complied with in all cases. This shall also apply with regard to all and any protective rights of third parties.
9.	Data protection
		Buyer is hereby informed that we process the person-related data obtained in the course of the business relationship pursuant to the provisions of the Federal Data Protection Act.
10.	Place of performance, place of jurisdiction, applicable law
	10.01	Place of performance and exclusive place of jurisdiction for deliveries and payments (including cheque and bill actions) as well as all and any disputes arising shall be the registered office of our company in 58239 Schwerte or of our branch involved in the contract, to the extent that Buyer is a merchant, legal entity under public law or public-law special fund. However, we shall also be entitled to sue Buyer at its place of jurisdiction.
	10.02	The contractual relationships shall be regulated exclusively according to the law valid in the Federal Republic of Germany, excluding UN purchase law.

* In case of law suits the wording of the German language version of these Terms & Conditions is deciding.