Terms of trade

These are the terms of trade of PolyQuant GmbH.

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1 General

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1.1 These terms apply to all business relationships between PolyQuant GmbH and its business partners (hereinafter referred to as "Clients"). They are also applicable for all future contracts and services, even if not explicitly declared.

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1.2 Deviating agreements or conflicting contractual terms and conditions of the client are only valid if they are confirmed in writing by PolyQuant prior to the conclusion of the contract.

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1.3 If we are required to amend our terms of trade for economic or legal reasons, we will inform our contractual partners of the changes and point out the possibility of objection and the consequences of continuing the contract without objection.

1.3.1 The amended terms of trade are deemed accepted if the client does not object.

1.3.2 If the contractual partner does not receive the amended terms and conditions, the old terms and conditions remain valid.

 

2 Quotes

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2.1 We are bound to individual quotes for 30 calendar days unless a different period is specified in the individual quote.

 

2.2 Offers contained in brochures, advertisements, etc. – including any prices contained therein – are subject to change and non-binding.

 

2.3 Prices for services are estimates based on the anticipated effort.

 

3 Website

 

3.1 Our website is operated by PolyQuant GmbH. All products and services provided by this website are property of PolyQuant GmbH.

 

3.2 Clients may use our web shop to browse products and services, request information, and submit orders. All use must comply with applicable laws and these terms of trade.

 

3.3 Users of our website agree not to:

• Disrupt or interfere with the functioning of the web shop;

• Attempt to access data or systems without authorization;

• Use automated tools (such as bots or scrapers) to access or collect data;

• Submit false or misleading information when placing an order;

• Misuse any contact forms or communication tools provided on the web shop.

 

3.4 All content on this web shop, including text, images, and product data, is protected by intellectual property laws and remains the property of PolyQuant GmbH. Users of our website may not copy, modify, distribute, or use any content without our prior written consent.

 

3.5 We make every effort to ensure that our web shop is available and correct. If there is still information needed to ensure ordering the right product, please contact us directly and ask for a personalized quote.

3.5.1 We may update, modify or temporarily disable the web shop at any time without prior notice. We are not liable for unavailability or interruptions.

 

3.6 Our web shop and services are intended for business customers (B2B). Therefore, the statutory right of withdrawal applicable to consumer transactions does not apply. By placing an order, our clients confirm that they are acting in a professional capacity and not as a consumer under applicable consumer protection laws.

 

3.7 If the web shop contains links to third-party websites, we are not responsible for their content, availability, or privacy practices.

 

4. Conclusion of Contract

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4.1 Contracts with PolyQuant GmbH or orders placed are only valid in written form (paper form, email, or other electronic communication channels) and may only be concluded by authorized persons.

 

4.2 Orders are deemed to be agreed upon after written confirmation by PolyQuant and cannot be canceled without PolyQuant's written consent.

4.2.1 If an order is canceled after production has begun, PolyQuant is entitled to invoice the customer for the production costs incurred up to the time of cancellation.

4.2.2 Subsequent changes to the scope of the order require written confirmation from PolyQuant. In this case, PolyQuant is entitled to change the previously agreed prices in accordance with the new contractual arrangements.

 

4.3 Verbal agreements with PolyQuant employees are only valid if confirmed in writing. This also applies to subsequent changes or additions to an already concluded contract.

 

4.4 Every order (through direct contact or our web shop) must contain all information necessary for PolyQuant to properly process the order (e.g., order number, VAT ID, product, service, quantities, delivery address, billing address, contact information, delivery address, etc.).

4.4.1 Should additional costs arise due to incorrect information provided by the client, PolyQuant is entitled to invoice these costs to the client.

 

5 Prices

 

5.1 All prices are in EUR, unless otherwise stated. The use of other currencies requires the written consent of both contracting parties.

5.1.1 Prices are exclusive of all taxes, customs duties, shipping, and handling charges.

5.1.2 Shipping and handling charges depend on the order value, the size and weight of the shipment, the destination, and the selected mode of transport.

 

5.2 PolyQuant GmbH is entitled to charge up to 30% of the invoice amount as an advance payment upon placing an order.

 

5.3 We are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery, in whole or in part, only against advance payment. We will declare a corresponding reservation no later than with the order confirmation.

 

6 Execution of order

 

6.1 The delivery period begins as soon as we send the order confirmation – but only when we have received all data, samples, documents, approvals, clearances, and, if applicable, an agreed up-front payment required by the client. If submitted data (e.g., peptide lists) is processed by PolyQuant before the start of the order, the delivery period only begins when the client has confirmed the revision in writing.

 

6.2 An order can be divided into several work packages (milestones), which can either build on one another or be completed independently.

6.2.1 Each milestone will be billed separately, regardless of the overall progress of the project.

 

6.3 Should the actual effort during the provision of services turn out to be significantly higher than expected, we may adjust the prices accordingly.

6.3.1 In this case, we will notify the client in advance of an expected price increase and obtain the client's written consent before proceeding with further work.

 

6.4 Should the order or a milestone be canceled after work has begun due to impracticability on PolyQuant's part (e.g., unsuccessful protein expression), the costs incurred up to that point (at least for design and setup) will be invoiced to the client.

6.4.1 The client may, in consultation with PolyQuant, decide to terminate the project at this point or to continue it in a modified form.

 

7 Requirements for Samples and Other Materials

 

7.1 The client is responsible for the flawless delivery of samples, starting products, and other materials and ensures that the samples or materials are in a condition that readily allows for the further processing or production of the ordered products or services.

 

7.2 The client also provides all information required for the proper execution of the order.

7.2.1 If genetically modified samples, starting products, or materials are sent, the client assures that these are assigned to risk group 1 according to the Genetic Engineering Act and the Genetic Engineering Safety Ordinance (GenTechG)

 

7.3 PolyQuant is entitled to conduct an initial examination of the samples or materials prior to sample processing, performance of the service, or production in order to verify their condition. The client can be charged for the costs of this initial examination if the samples or materials do not meet the requirements described in sections 6.1 and 6.2.

7.3.1 If the initial investigation reveals that further processing or production is impossible, PolyQuant may refuse to accept materials and samples and has the right to withdraw from the contract. Any costs incurred up to that point will be invoiced to the client. The client is liable for any consequential damages resulting from false statements provided by the client.

7.3.2 If the initial investigation reveals that the order can be processed under more difficult conditions, PolyQuant is entitled to invoice the client for any additional costs incurred.

 

7.4 Samples and raw materials submitted by the client, to the extent necessary for the fulfillment of the order, become the property of PolyQuant. Unneeded sample material may be returned to the client upon request. Any costs incurred (transport, insurance, disposal, etc.) shall be paid by the customer.

 

8 Purpose of Manufactured Materials

 

8.1 Upon full payment, PolyQuant grants the Client the rights to use and commercially exploit the purchased goods and products.

 

8.2 All products and developments, both material and immaterial, manufactured by PolyQuant are intended exclusively for research purposes, unless otherwise agreed.

8.2.1 It is the Client's sole responsibility to qualify/validate the purchased products for any other use.

 

9 Intellectual Property

 

9.1 The Client is responsible for obtaining all necessary intellectual property rights from third parties prior to the commencement of the order, regardless of how the products are used, and guarantees that no third-party rights will be infringed in connection with its delivery (e.g., data, materials).

 

9.2 The Client remains the sole owner of all intellectual property rights to the materials and information provided by it (e.g., peptide lists, protein sequences, cell lines) that are necessary for the execution of the order.

 

9.3 After completion of the order, we may not commercially exploit the products manufactured at the customer's request without the written consent of the Client.

 

9.4 The Client acknowledges that, at the time of contract conclusion, PolyQuant owns certain materials, technologies, and processes used to provide the service. These proprietary rights are and remain the exclusive property of PolyQuant.

9.4.1 We are not obligated to share the underlying technologies of the manufacturing process with the Client.

9.4.2 All improvements, modifications, or extensions made during the performance of the contract shall become the exclusive property of PolyQuant and shall not be included in the rights transferred to the customer.

 

9.5 If a third party asserts claims against us based on copyright, patent, or similar rights, the customer is obligated to indemnify us against these claims upon first written request.

9.5.1 We are not entitled to enter into any agreements with third parties without the consent of the Client, in particular to conclude a settlement.

 

10. Provision of Services and Acceptance

 

10.1 The delivery deadlines stated in our offers and on the website are approximate. We make every effort to adhere to these deadlines, but cannot accept responsibility for delays that occur due to the unpredictability of dealing with biological systems.

 

10.2 Upon completion of an order or milestone, the client will receive a written report on the services provided (e.g., analysis certificates/reports and, if applicable, raw data). Production protocols will not be shared (except for protocol development orders).

 

10.3 The delivery deadline is deemed to have been met if, by the expiry of the delivery deadline, readiness for shipment has been communicated, the delivery item has been shipped, or the written report on the services provided has been submitted.

 

10.4 If we are prevented from fulfilling the contract on time due to unforeseeable events, such as natural disasters, strikes, or supply shortages, the agreed delivery deadline will be extended appropriately, without the client being entitled to claim damages.

10.4.1 In this case, the Client may only withdraw from the contract if he sets us a reasonable grace period in writing after the expiry of the extended period. The declaration of withdrawal must also be made in writing.

 

10.5 If the fulfillment of the contract becomes wholly or partially impossible for us for the reasons stated in Section 9.4, we shall be released from our delivery obligation.

 

10.6 The client may withdraw from the contract or claim damages if the reason for the delay in delivery was demonstrably caused by intent or gross negligence on the part of PolyQuant GmbH or our vicarious agents.

 

10.7 If payment of a previous delivery is overdue by the client, we are entitled to withhold deliveries without being in default of delivery.

 

10.8 We are entitled to make partial deliveries.

 

11 Shipping and Transfer of Risk

 

11.1 The risk of loss or damage to the product shall be transferred to the customer upon handover of the products to the delivery service provider, even if partial deliveries are made.

 

11.2 Data shall be sent electronically. At the customer's request, data transmission may also take place via specially encrypted channels.

 

11.3 Products shall be shipped by external delivery service providers. The customer may appoint their own delivery service provider.

11.3.1 Costs for packaging and shipping, as well as for export to third countries, shall be paid by the customer, unless otherwise agreed.

11.3.2 The customer bears the risk of delivery delays due to hold-ups during customs clearance, unless the reason for the delay was caused by PolyQuant GmbH.

 

11.4 The customer is responsible for ensuring that all necessary insurance has been taken out or may instruct us to take out insurance. The customer shall bear the costs for this.

 

11.5 The Customer is obligated to accept the delivery item and store the goods in accordance with the information in the technical data sheets or PolyQuant's recommendations.

11.5.1 It is the Customer's responsibility to test alternative storage conditions and to use the most suitable conditions at the Customer's storage location.

 

12 Payment Agreements and Retention of Title

 

12.1 Unless otherwise agreed, the invoiced amount (purely net, without deductions) is due within 20 days of invoicing and shipment of the goods.

 

12.2 Payments with a discharging effect are only made to bank accounts specified by us or to payment service providers commissioned by us (e.g., PayPal).

 

12.3 The goods remain our property until payment is received.

 

12.4 If the customer does not specify a payment purpose, we are entitled to determine which claim is satisfied by the payment.

 

12.5 The timeliness of payments depends on the time of receipt by us. In the event of delayed payment by the customer, we are entitled to charge interest at the applicable statutory default interest rate according to Section 288 Paragraph 2 of the German Civil Code (BGB).

 

12.6 If the customer defaults on payments due, we may suspend ongoing work until payment is received.

12.6.1 If the delay persists even after a reasonable period of time, we may terminate the contract in whole or in part – provided no services have yet been provided.

12.6.2 All services provided up to that point, including partial services, must be paid as agreed.

12.6.3 Further statutory rights, such as claims for damages or interest on delayed payments, remain unaffected.

 

12.7 The client may only withhold a due payment in whole or in part if our service under the same contract has not yet been provided as agreed – for example, because it is late, incomplete, or defective.

12.7.1 There is no right of retention due to claims arising from other contractual relationships.

 

12.8 There is no right of reimbursement for payments already invoiced or made, provided the corresponding service has been provided.

 

13 Warranty and Liability

 

13.1 The customer has to check whether the delivered goods meet the contractually agreed requirements.

13.1.1 Defects must be reported in writing within two weeks of acceptance. Otherwise, the delivery is deemed to be free of defects and accepted.

13.1.2 For non-obvious defects, the period is extended to six months.

13.1.3 For goods for which a limited warranty or expiration date has been specified, the warranty period is extended accordingly.

 

13.2 PolyQuant assumes no liability for:

• Losses, damages, or deterioration in quality that occur during the transport process, unless these are caused by PolyQuant's

• Damage due to improper storage on the part of the customer

• Damage due to improper or inappropriate use by the customer

• Misinterpretation of measurement data and analysis results

• Damage that did not occur to the delivered goods themselves

• Lost profits or other financial losses of the customer.

 

13.3. Any further claims for damages by the customer against us due to impossibility or non-performance due to force majeure (e.g., strikes, delivery delays by suppliers, wars, embargoes, pandemics, fires, natural disasters, as well as unforeseeable internal organizational circumstances within the company such as illness, equipment failure), fault upon conclusion of the contract, or tort are excluded, unless the claim is based on intentional or grossly negligent behavior on our part or on the part of our vicarious agents.

 

13.4 If the complaint about the goods is justified, the customer has the right to have the defects remedied.

13.4.1 If the goods do not have to be returned to us, PolyQuant is entitled to make two attempts at rectification.

13.4.2 PolyQuant will bear the costs for production and shipping of the subsequent production. All other costs incurred as a result of the complaint (apart from those already mentioned) must be paid by the customer.

 

13.5 If subsequent performance ultimately fails, the Client is entitled to reduce the price or withdraw from the contract.

 

13.6 PolyQuant shall not be liable for consequences resulting from errors or inaccuracies in the Client's order, nor for defectively performed services due to incorrect or incomplete information provided by the Client, unless there is intent or gross negligence on our part or on the part of our vicarious agents.

 

14 Handling of Personal Data

 

14.1 PolyQuant processes personal data in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation). Further information on data protection can be found in the company's privacy policy.

 

15 Storage of Data

 

15.1 The client agrees that the data obtained from the contractual relationship and the results of the services and developments carried out by PolyQuant will be stored, even if they are personal data.

 

15.2 Data generated during the contract fulfillment (raw data, evaluations, reports, etc.) will be stored for the duration of the contractual relationship and to fulfill any statutory retention periods.

15.2.1 After the retention period has expired, the data will be deleted unless there is a legal or contractual obligation to retain it for a longer period.

 

16 Place of Fulfillment, Jurisdiction, Applicable Law

 

16.1 The place of fulfillment and exclusive place of jurisdiction for all claims between us and registered merchants, legal entities under public law, or special funds under public law is Regensburg, unless mandatory provisions conflict. However, we reserve the right to bring legal action against a client at the client's legal place of jurisdiction.

 

16.2 German law shall apply exclusively. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

 

16.3 The client guarantees compliance with all currently or future applicable national and international laws and regulations, including those relating to the use and export of the products.

 

17 Final Clause

 

17.1 Should any clause of these terms of trade be or become invalid in whole or in part, the validity of the remaining clauses shall remain unaffected. The invalid clause shall be replaced by a legally permissible clause that comes as close as possible to the intended economic result.

 

Last update: 2025-09-22