Terms of service

1. Scope

1.1 These General Terms and Conditions of Sale (“Terms”) apply to all quotations, offers, orders, order confirmations, deliveries, services, and sales of products by PeptaNova GmbH (“PeptaNova”, “Seller”, “we”, “us”) to any customer (“Customer”, “Buyer”, “you”), including orders placed through the PeptaNova online shop, by email, telephone, purchase order, quotation request, or any other ordering channel.

1.2 These Terms apply exclusively to business customers, companies, institutions, universities, laboratories, hospitals, pharmaceutical companies, biotechnology companies, distributors, and other professional users acting in the course of their trade, business, or profession. PeptaNova does not sell to consumers or private individuals.

1.3 By placing an order, submitting a purchase order, requesting a quotation, accepting delivery, or otherwise purchasing products from PeptaNova, the Customer accepts these Terms.

1.4 Any general terms and conditions of the Customer are rejected and shall not apply, even if PeptaNova does not expressly object to them in an individual case, unless PeptaNova expressly agrees to them in writing.

1.5 Individual written agreements, quotations, order confirmations, or supply agreements signed or confirmed by PeptaNova shall prevail over these Terms in case of conflict.

2. Products and Permitted Use

2.1 PeptaNova supplies peptides, peptide-related products, enzyme substrates, enzyme inhibitors, antibodies, antisera, reagents, and related research products (“Products”).

2.2 Unless expressly stated otherwise in writing by PeptaNova, all Products are supplied for research use only and are not intended for use in humans or animals, therapeutic use, diagnostic use, medicinal use, veterinary use, food, cosmetics, consumer products, medical devices, vaccines, or any in vivo application.

2.3 The Customer is solely responsible for ensuring that Products are suitable for the Customer’s intended purpose and that the Customer has the necessary qualifications, facilities, authorizations, permits, and procedures to receive, store, handle, use, transport, import, export, and dispose of the Products safely and legally.

2.4 Products must be handled only by qualified personnel in appropriately equipped facilities and in accordance with applicable laws, regulations, safety data sheets, product specifications, certificates of analysis, labels, instructions, and good laboratory practice.

2.5 PeptaNova may refuse, suspend, or cancel any order if PeptaNova reasonably believes that the Customer is not qualified, authorized, or permitted to purchase or handle the Products, that the Products may be used for improper, unsafe, unlawful, or unauthorized purposes, or that export-control, sanctions, customs, safety, or regulatory restrictions may apply.

3. Online Shop, Quotations, and Contract Formation

3.1 Product listings, availability indications, prices, downloadable documents, automated quotations, shopping cart summaries, and other information shown in the online shop or on PeptaNova’s website are non-binding invitations to submit an order unless expressly stated otherwise.

3.2 An order placed through the online shop, by email, by purchase order, or through any other channel constitutes an offer by the Customer to purchase the Products under these Terms.

3.3 Automatic emails, webshop confirmations, quote downloads, order receipt notices, or payment confirmations only confirm receipt of the Customer’s order or request. They do not constitute PeptaNova’s acceptance of the order.

3.4 A binding contract is formed only when PeptaNova accepts the order by written or electronic order confirmation, invoice, dispatch confirmation, or shipment of the Products, whichever occurs first.

3.5 PeptaNova reserves the right, at its sole reasonable discretion, to reject or not execute any order, including where Products are unavailable, discontinued, restricted, incorrectly priced, incorrectly described, subject to export or shipping restrictions, ordered by an unqualified Customer, ordered for an impermissible use, or where the Customer’s creditworthiness or payment history is unsatisfactory.

3.6 PeptaNova may correct obvious errors, typographical errors, calculation errors, system errors, pricing errors, product-description errors, and availability errors at any time. If such correction affects an order already submitted, PeptaNova may reject the order or issue a corrected order confirmation.

3.7 PeptaNova may require additional information before accepting an order, including end-user information, intended-use statements, import documentation, export-control screening information, business-license information, VAT ID, tax documentation, or proof of institutional affiliation.

4. Prices, Taxes, and Additional Charges

4.1 Unless otherwise stated in PeptaNova’s written quotation or order confirmation, all prices are net prices excluding VAT, sales tax, customs duties, import duties, shipping charges, insurance, hazardous-material charges, dry ice, cold-chain packaging, special packaging, handling fees, bank fees, and other ancillary charges.

4.2 Any VAT, sales tax, withholding tax, customs duty, import duty, excise, levy, or similar governmental charge relating to the Products, shipment, import, export, or sale shall be borne by the Customer unless PeptaNova is legally required to collect and remit such tax.

4.3 Prices displayed in the online shop or in catalogues, brochures, advertisements, emails, or other marketing materials are non-binding and may be changed at any time before PeptaNova accepts the order.

4.4 If exchange rates, supplier costs, raw-material costs, transportation costs, energy costs, customs charges, regulatory costs, or other costs materially increase before shipment, PeptaNova may adjust prices for unshipped Products, provided that PeptaNova informs the Customer before shipment.

4.5 PeptaNova may apply minimum order values, handling fees, small-order surcharges, cold-chain charges, hazardous-material surcharges, or special-packaging fees. Such charges will be stated in the quotation, order confirmation, invoice, or webshop checkout where applicable.

5. Payment Terms

5.1 Payment terms are as stated in PeptaNova’s order confirmation or invoice. If no payment term is stated, payment is due immediately upon invoice date without deduction.

5.2 PeptaNova may require advance payment, credit-card payment, bank transfer, deposit, letter of credit, or other security before accepting or shipping an order.

5.3 The Customer shall not withhold, reduce, or set off payments unless the counterclaim is undisputed, legally established, or expressly accepted by PeptaNova in writing.

5.4 In case of late payment, PeptaNova may charge statutory default interest and any statutory fixed compensation or collection costs. For B2B transactions under German law, default interest for payment claims is generally nine percentage points above the basic rate of interest, and a EUR 40 lump-sum compensation may apply.

5.5 If the Customer fails to pay on time, PeptaNova may suspend further deliveries, cancel unshipped orders, require advance payment for future orders, and claim any damages, costs, or losses resulting from the delay.

6. Delivery, Shipment, and Risk of Loss

6.1 Delivery dates, lead times, and availability indications are estimates only and are not guaranteed unless PeptaNova expressly confirms a binding delivery date in writing.

6.2 PeptaNova may make partial deliveries and issue partial invoices, unless this would be unreasonable for the Customer.

6.3 Unless otherwise stated in the order confirmation, delivery shall be FCA PeptaNova’s shipping facility, Germany, Incoterms 2020. If PeptaNova arranges transport, it does so for the Customer’s account and risk unless expressly agreed otherwise.

6.4 Risk of loss or damage passes to the Customer upon delivery of the Products to the first carrier or freight forwarder, or upon making the Products available for collection where collection by the Customer is agreed.

6.5 Shipping costs, insurance, customs clearance, import formalities, duties, taxes, storage charges, and any costs caused by failed delivery, incorrect shipping information, delayed acceptance, or refused delivery shall be borne by the Customer.

6.6 PeptaNova is not liable for delays caused by carriers, customs authorities, import controls, export controls, weather, dry-ice depletion in transit, force majeure, Customer delay, missing documentation, regulatory restrictions, or other circumstances outside PeptaNova’s reasonable control.

6.7 The Customer is responsible for ensuring that Products may lawfully be imported into and used in the destination country.

7. Customer’s Duty to Inspect and Notify Claims

7.1 The Customer shall inspect all Products immediately upon receipt, including packaging condition, temperature-sensitive shipment condition, product identity, quantity, and visible damage.

7.2 Visible defects, transport damage, shortage, wrong delivery, damaged packaging, or temperature-shipment concerns must be reported to PeptaNova in writing without undue delay and in any event within 48 hours after receipt.

7.3 Defects that are not detectable by reasonable visual inspection must be reported in writing without undue delay after discovery and in any event before expiry of the applicable shelf life, retest date, or warranty period.

7.4 The notice must include the order number, invoice number, product number, batch or lot number, quantity affected, description of the issue, photographs where applicable, and supporting documentation.

7.5 The Customer shall preserve the affected Products, packaging, shipping materials, dry-ice/cold-chain evidence, and documentation for PeptaNova’s inspection. The Customer shall not return, destroy, discard, or use affected Products without PeptaNova’s prior written instruction.

7.6 For commercial transactions between merchants, the statutory inspection and notification rules under §377 HGB may apply; under that rule, the buyer must inspect promptly after delivery and notify defects without undue delay, otherwise the goods may be deemed approved.

8. Returns, Cancellations, and No Right of Withdrawal

8.1 Because PeptaNova sells only to business customers and professional users, statutory consumer withdrawal rights do not apply.

8.2 Orders accepted by PeptaNova may not be cancelled, changed, or returned without PeptaNova’s prior written consent.

8.3 Custom-made Products, special-order Products, temperature-sensitive Products, opened Products, Products requiring cold-chain handling, Products with limited shelf life, and Products that have left PeptaNova’s control are non-cancellable and non-returnable unless PeptaNova expressly agrees otherwise in writing.

8.4 Any authorized return requires a return authorization number issued by PeptaNova. Unauthorized returns may be refused or discarded at the Customer’s cost.

8.5 Products must be returned in accordance with PeptaNova’s instructions and all applicable safety, transport, customs, and hazardous-material rules.

9. Warranty

9.1 PeptaNova warrants that, at the time risk passes to the Customer, the Products conform in all material respects to PeptaNova’s written product specifications, certificate of analysis, or other specifications expressly agreed by PeptaNova in writing.

9.2 PeptaNova does not warrant that the Products are suitable for the Customer’s specific intended use, application, process, assay, research design, regulatory submission, manufacturing process, or commercial purpose.

9.3 The warranty does not apply to defects or failures caused by improper storage, handling, transport, opening, use, dilution, formulation, modification, contamination, testing, disposal, freeze-thaw cycles, failure to follow instructions, use after expiry or retest date, or use outside the Product specifications.

9.4 The Customer’s exclusive remedy for a valid warranty claim shall be, at PeptaNova’s option, replacement of the non-conforming Product, credit, refund of the purchase price paid for the affected Product, or repeat supply where commercially reasonable.

9.5 No employee, distributor, agent, or representative of PeptaNova is authorized to give warranties beyond those expressly stated in these Terms unless confirmed by PeptaNova in writing.

10. Limitation of Liability

10.1 PeptaNova shall be liable without limitation only where liability cannot be limited by applicable law, including in cases of intent, gross negligence, injury to life, body or health, fraudulent concealment of a defect, an expressly assumed guarantee, or mandatory liability under the German Product Liability Act.

10.2 In cases of simple negligence, PeptaNova shall be liable only for breach of a material contractual obligation. A material contractual obligation is an obligation whose performance is necessary for the proper execution of the contract and on whose performance the Customer regularly relies and may rely.

10.3 In the case of Section 10.2, PeptaNova’s liability shall be limited to the foreseeable, contract-typical damage existing at the time the contract was concluded.

10.4 To the maximum extent permitted by law, PeptaNova shall not be liable for indirect, incidental, special, punitive, or consequential damages, including loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, loss of samples, loss of research results, failed experiments, repeated studies, production downtime, regulatory delay, customer recall, third-party claims, or costs of substitute procurement.

10.5 Except where liability cannot legally be limited, PeptaNova’s aggregate liability arising out of or in connection with any order shall be limited to the net purchase price actually paid by the Customer for the specific Product giving rise to the claim.

10.6 Any liability for damage caused by improper storage, transport after transfer of risk, handling, thawing, freezing, re-freezing, dilution, formulation, modification, contamination, misuse, use after expiry or retest date, use outside Product specifications, or use contrary to PeptaNova’s instructions, safety data sheets, certificates of analysis, labels, or applicable laws is excluded.

10.7 PeptaNova shall not be liable for the Customer’s intended use, assay performance, experimental outcome, regulatory acceptance, commercial suitability, freedom-to-operate, or compatibility of the Products with the Customer’s materials, processes, protocols, or applications.

10.8 The limitations and exclusions in this Section 10 also apply to the personal liability of PeptaNova’s directors, officers, employees, representatives, agents, suppliers, subcontractors, and affiliated companies.

10.9 The foregoing provisions do not change the burden of proof to the disadvantage of the Customer where such change would be legally impermissible.

11. Product Information, Technical Advice, and Documentation

11.1 Product descriptions, catalogue information, website information, illustrations, molecular weights, purity data, analytical data, availability information, application notes, protocols, technical advice, and other information are provided for general informational purposes only unless expressly incorporated into the order confirmation.

11.2 The Customer remains solely responsible for validating Products for its intended use and for determining appropriate handling, storage, testing, and safety procedures.

11.3 PeptaNova may modify Product specifications, packaging, labels, documentation, product codes, or product availability where such modification does not materially impair the agreed specifications, or where required by law, supplier changes, safety considerations, or product improvement.

11.4 PeptaNova may discontinue Products at any time.

12. Regulatory, Safety, Export-Control, and Sanctions Compliance

12.1 The Customer shall comply with all applicable laws, regulations, rules, permits, and guidelines relating to the purchase, import, export, storage, transport, handling, use, transfer, resale, and disposal of the Products.

12.2 The Customer shall not use, transfer, resell, export, re-export, or otherwise make Products available in violation of export-control, sanctions, customs, anti-terrorism, anti-bribery, anti-money-laundering, chemical-control, biological-material, dual-use, hazardous-material, or similar laws.

12.3 The Customer shall not sell or transfer Products to private individuals or to any person or entity that is not qualified to receive and use them.

12.4 PeptaNova may screen Customers, end users, destinations, and intended uses. PeptaNova may refuse, suspend, or cancel orders if compliance concerns arise.

12.5 The Customer shall provide all information reasonably requested by PeptaNova for compliance purposes, including end-user statements, intended-use confirmations, import permits, export documentation, and institutional credentials.

13. Resale and Distribution

13.1 The Customer may not resell, distribute, repackage, relabel, modify, or incorporate Products into commercial products without PeptaNova’s prior written consent, unless such resale or distribution is expressly permitted in a written agreement.

13.2 Any permitted reseller or distributor must ensure that downstream customers comply with these Terms, including restrictions on use, qualification, export control, safety, and regulatory compliance.

13.3 PeptaNova may refuse supply to distributors or resellers where the downstream destination, end user, or intended use is unclear or unacceptable.

14. Intellectual Property

14.1 Sale of Products does not grant the Customer any license or right under any patent, trademark, copyright, trade secret, database right, know-how, or other intellectual property right, except the limited right to use the Products for the Customer’s internal permitted research use.

14.2 The Customer is solely responsible for determining whether its use, resale, import, export, modification, formulation, combination, testing, or commercialization of Products infringes third-party intellectual property rights.

14.3 PeptaNova’s trademarks, trade names, logos, product names, website content, documents, images, catalogues, certificates, specifications, and other materials may not be used, copied, modified, or distributed without PeptaNova’s prior written consent.

15. Confidentiality

15.1 Quotations, pricing, discounts, technical information, specifications not publicly available, supplier information, business information, and other non-public information provided by PeptaNova are confidential and may not be disclosed to third parties without PeptaNova’s prior written consent.

15.2 This obligation does not apply to information that is publicly available through no breach by the Customer, already lawfully known to the Customer, independently developed without use of PeptaNova’s confidential information, or required to be disclosed by law or court order.

16. Data Protection

16.1 PeptaNova processes personal data in accordance with applicable data-protection laws, including the GDPR where applicable.

16.2 Details regarding the processing of personal data are provided in PeptaNova’s Privacy Policy / Datenschutzerklärung available on the website.

16.3 The Customer shall ensure that any personal data provided to PeptaNova has been lawfully collected and may lawfully be transferred to PeptaNova.

17. Force Majeure

17.1 PeptaNova shall not be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, supplier failure, raw-material shortages, energy shortages, transport disruption, customs delay, governmental action, regulatory restrictions, cyberattacks, IT outages, export-control restrictions, or carrier failure.

17.2 PeptaNova’s performance period shall be extended for the duration of the force majeure event and a reasonable restart period.

17.3 If performance is materially delayed or becomes impossible due to force majeure, PeptaNova may cancel the affected order in whole or in part without liability.

18. Retention of Title

18.1 Title to Products remains with PeptaNova until full payment of all amounts due under the relevant order has been received.

18.2 The Customer may not pledge, assign as security, transfer ownership of, or otherwise encumber Products subject to retention of title before full payment.

18.3 If third parties seize or claim rights in Products subject to retention of title, the Customer shall notify PeptaNova immediately.

19. Indemnification

19.1 The Customer shall indemnify and hold harmless PeptaNova, its affiliates, directors, officers, employees, agents, suppliers, and subcontractors from and against any claims, damages, liabilities, losses, penalties, fines, costs, and expenses, including reasonable legal fees, arising from or relating to:

(a) improper, unsafe, unauthorized, or unlawful use of Products;
(b) breach of these Terms;
(c) breach of applicable laws or regulations;
(d) resale, transfer, export, import, or disposal of Products by the Customer;
(e) use of Products outside their intended research-use scope;
(f) infringement or alleged infringement caused by the Customer’s use, modification, combination, formulation, resale, or commercialization of Products; or
(g) misrepresentation, omission, or inaccurate information provided by the Customer.

20. Assignment

20.1 The Customer may not assign or transfer any rights or obligations under an order without PeptaNova’s prior written consent.

20.2 PeptaNova may assign claims for payment and may transfer rights and obligations to an affiliate or legal successor.

21. Severability

21.1 If any provision of these Terms is invalid, illegal, or unenforceable, the remaining provisions shall remain valid and enforceable.

21.2 The invalid, illegal, or unenforceable provision shall be replaced by a valid provision that comes closest to the economic and legal purpose of the original provision, to the extent legally permissible.

22. Governing Law and Jurisdiction

22.1 These Terms and all contracts between PeptaNova and the Customer shall be governed by the laws of the Federal Republic of Germany, excluding conflict-of-law rules.

22.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

22.3 If the Customer is a merchant, legal entity under public law, or special fund under public law, the exclusive place of jurisdiction shall be the courts competent for PeptaNova’s registered office, Germany. PeptaNova may also bring claims against the Customer at the Customer’s place of business.

23. Changes to These Terms

23.1 PeptaNova may update these Terms from time to time.

23.2 The version applicable to an order is the version in effect when PeptaNova accepts the order, unless otherwise agreed in writing.