Terms & Conditions

Terms & Conditions of Sales

1. Scope and Applicability

1.1 These Terms and Conditions of Sale (“T&Cs”) apply to all quotations, offers, sales, and deliveries of Products and Services by Blossom BioScience LLC, a company organized under the laws of the State of California, USA, including its registered German branch in Greifswald. For transactions fulfilled by the German branch, German and EU law shall apply in addition to these T&Cs.

1.2 These T&Cs apply exclusively to commercial customers (§ 14 German Civil Code/BGB), research institutions, universities, legal entities under public law or special funds under public law (together, “Customer”). They do not apply to consumers (§ 13 BGB).

1.3 The customer (“Customer”) agrees that these T&Cs form part of the contract of sale upon placement of an order or receipt of goods.

1.4 The Customer’s general terms and conditions do not apply unless expressly accepted in writing by Blossom BioScience.

1.5 These T&Cs govern only the sale and delivery of goods. Use of the products is governed exclusively by the Material Transfer Agreement (MTA). In the event of conflict, the MTA supersedes these T&Cs with respect to product use, license rights, biosafety, and compliance.

1.6 These T&Cs, together with any written quotation, order confirmation, and the applicable Material Transfer Agreement (“MTA”) or other product-specific terms (“Additional Terms”), collectively form the entire and exclusive contract (“Contract”) between Blossom BioScience and the Customer with respect to the sale and supply of the Products. By placing an order through the Blossom BioScience online shop, or by accepting any quotation or sales document referencing these T&Cs or the applicable MTA, the Customer agrees to be bound by the Contract. No other terms, conditions, or agreements—whether included in a purchase order, procurement system, or other Customer document—shall apply unless expressly agreed to in a separate written and signed agreement between Blossom BioScience and the Customer. In the event of conflict, the following order of precedence applies: (1) MTA or Additional Terms; (2) written quotation or order confirmation; (3) these T&Cs.

1.7 The Contract may only be amended by a written document signed by both Blossom BioScience and the Customer. No provision of the Contract shall be deemed waived, modified, or excused unless such waiver or consent is expressly made in writing. Any failure by Blossom BioScience to enforce any provision of the Contract shall not be interpreted as a waiver of that provision or of any other rights under the Contract.

1.8 Neither Blossom BioScience nor the Customer may assign the Contract or any rights or obligations under the Contract without the prior written consent of the other. Any attempted assignment or delegation without such consent shall be void. Notwithstanding the foregoing: Blossom BioScience may assign or delegate obligations under the Contract to any affiliate or to subcontractors, provided that Blossom BioScience remains responsible for performance; and either Blossom BioScience or the Customer may assign the Contract in its entirety, without consent, to a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of the relevant part of its business. The Contract shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

1.9 Nothing in the Contract shall be interpreted as creating any agency, partnership, joint venture, employment, or other legal association between Blossom BioScience and the Customer. The Customer is not authorized to act on behalf of Blossom BioScience, represent Blossom BioScience in any capacity, or incur any obligation or liability in the name of Blossom BioScience. Each party acts solely as an independent contracting entity.

1.10 If any provision of the Contract is or becomes invalid, void, or unenforceable, in whole or in part, the validity of the remaining provisions shall not be affected. The same applies if the Contract contains an unintended gap. In such cases, Blossom BioScience and the Customer shall replace the invalid or missing provision with a valid provision that most closely reflects the intended legal and economic purpose of the original provision. Section 139 of the German Civil Code is expressly waived.

2. Products and Intended Purpose

2.1 Blossom BioScience supplies genetically modified cell lines, and other biological research materials (“Products”).

2.2 The Products, including all associated materials and components, are supplied strictly for research purposes and must not be used for any other applications. In particular, the Products may not be used: (a) in humans; (b) in the manufacture, processing, or production of substances intended for human administration; (c) for quality control, batch release, potency testing, viral clearance studies, or any similar evaluation of products intended for human use; (d) for therapeutic, diagnostic, prognostic, or veterinary purposes involving humans or animals; (e) in clinical studies or any form of pre-market testing that falls under regulatory oversight; (f) in preclinical experiments designed to generate data for submission to regulatory authorities for approval of therapeutics, diagnostics, vaccines, or related medical products for humans or animals; or (g) as ingredients in or components of food, drugs, medical devices, cosmetics, or comparable products for humans or animals. Use of the Products for any of the prohibited purposes above is strictly forbidden.

2.3 All intellectual property rights, proprietary technologies, genetic constructs, vector designs, modifications, sequences, know-how, trademarks, brands, and any other rights relating to the Products (“Blossom IP”) remain the exclusive property of Blossom BioScience. Purchase of the Products grants the Customer only a limited, non-exclusive, non-transferable right to use the specific quantity of Products supplied solely for the Customer’s internal research purposes, as permitted under the Contract. No rights are granted to reproduce, propagate, distribute, transfer, sublicense, sell, or otherwise make the Products or any derivatives thereof available to any third party, unless expressly authorized in writing. Customer must not remove, alter, or obscure any Blossom BioScience labels, trademarks, or product identifiers. All intellectual property newly created by the Customer through permitted use of the Products shall belong to the Customer, except to the extent such IP directly incorporates or is derived from Blossom IP. Nothing in the Contract limits Blossom BioScience’s rights to enforce the Blossom IP.

2.4 The Products may be used only for the Customer’s own internal, non-commercial research activities, conducted by the Customer’s employees or personnel under its direct supervision. The Products may not be transferred, sold, lent, or made available to any other institution, company, or third party without Blossom BioScience’s prior written consent. Use of the Products to perform research or services for third parties, including contract research or fee-for-service activities, is prohibited unless separately licensed. Internal collaboration within the Customer’s organization is permitted, provided the Products remain under the Customer’s control and are not transferred outside the organization.

2.5 The Customer is responsible for ensuring that the Products are received, stored, handled, used, and disposed of only by appropriately trained personnel and within facilities that meet the applicable biosafety and technical standards for genetically modified or biological materials. The Customer must maintain all necessary environmental, containment, and cold-chain conditions required for the safe use of the Products. Current laboratory safety practices, institutional guidelines, and statutory requirements must be observed at all times. The Customer bears full responsibility for complying with all applicable international, federal, national, state, and local laws, regulations, permits, and guidelines governing the order, import, export, receipt, possession, storage, transfer, handling, use, and destruction of the Products and any materials, data, or derivatives generated through their use. The Customer is solely responsible for obtaining any permits, licenses, notifications, or approvals required by regulatory or governmental authorities in connection with such activities. To the maximum extent permitted by law, Blossom BioScience disclaims all liability arising from the Customer’s handling or use of the Products or any derivatives thereof. All risks associated with the possession, use, misuse, transfer, storage, or disposal of the Products rest exclusively with the Customer. The Customer represents and warrants that it will comply with all applicable safety and regulatory requirements and will ensure that any permitted users under its control do the same.

3. Formation of Contract

3.1 Any general product information provided by Blossom BioScience, including descriptions on the website, in catalogs, brochures, technical data sheets, marketing materials, or other communications, does not constitute a binding offer. Such information is intended solely for general guidance and may be subject to change at any time. A binding obligation to supply Products arises only upon issuance of a written quotation, a written order confirmation, or the shipment of the Products.

3.2 A contract of sale is formed when Blossom BioScience issues an order confirmation or ships the Products.

3.3 A contract based on a quotation issued by Blossom BioScience arises only if the Customer accepts the quotation exactly as offered and within its stated validity period. Any modification or deviation from the quotation shall constitute a counteroffer that requires written confirmation by Blossom BioScience to become binding. For orders not based on a quotation, a contract is formed only upon Blossom BioScience’s written order confirmation in text-form (e.g., email) or by Blossom BioScience executing the order through shipment of the Products.

3.4 Submitting an order through Blossom BioScience’s online shop does not in itself create a binding contract. A contract is formed only when Blossom BioScience issues a written order confirmation.

3.5 When placing orders via the Blossom BioScience online shop, the Customer’s confirmation by clicking an “I agree” or similar button and the electronic submission of the order shall constitute a declaration in text form (Textform) within the meaning of § 126b BGB and confirmation that the Customer has taken note of and agrees to these T&Cs.

3.6 For certain Products, particularly genetically modified or otherwise engineered cell lines, the Customer may be required to enter into Additional Terms – such as a Material Transfer Agreement or other supply or licensing arrangements – before Blossom BioScience can process the order. In such cases, Blossom BioScience will provide the Customer with an executable version of the applicable agreement or direct the Customer to an online location where the agreement is available. If the Customer does not accept the required agreement within a reasonable time, Blossom BioScience may withdraw the quotation, refuse the order, or cancel the Contract.

3.7 Inaction, silence, or the absence of a response by Blossom BioScience shall not constitute acceptance of an order or create any contractual obligation. Any agreements, changes, or commitments relating to an order are valid only if confirmed by Blossom BioScience in writing or in text-form. Verbal or informal statements have no binding effect unless expressly confirmed in writing.

3.8 By placing an order for genetically modified cell lines or other regulated biological materials (“GMO Products”), the Customer represents and warrants that it holds all permits, approvals, notifications, or other authorizations required under the applicable laws and regulations in the country where the GMO Products will be received, stored, and used. This includes, where required, approvals under the German Genetic Engineering Act (Gentechnikgesetz) or equivalent authorizations issued by the competent authority in the relevant jurisdiction. Blossom BioScience may request evidence of such authorization at any time, and the Customer shall promptly provide appropriate documentation. The Customer further represents and warrants that: (a) the GMO Products will be handled only in facilities appropriate for their biosafety classification, typically BSL-1 or BSL-2, and in compliance with all applicable laws, regulations, and institutional guidelines; and (b) all necessary safety and containment measures will be implemented to minimize risks to personnel, the public, and the environment.

3.9 If the Customer fails to provide, upon request, satisfactory evidence of any permits, licenses, approvals, or authorizations required for the receipt, import, storage, or use of the Products, Blossom BioScience may revoke any quotation, refuse the order, or cancel the Contract without liability. The Customer shall bear any costs already incurred by Blossom BioScience in preparing the order, unless prohibited by applicable law.

4. Pricing, Invoicing, and Payment

4.1 All prices stated by Blossom BioScience are net prices and do not include any applicable taxes, customs duties, or other governmental charges. Value-added tax, sales tax, or other applicable taxes will be added in accordance with the laws of the jurisdiction in which the transaction is deemed to occur. For shipments to EU customers, VAT will be charged unless a valid VAT identification number is provided and the transaction qualifies for reverse charge or VAT exemption. The Customer shall reimburse Blossom BioScience for any taxes or duties (excluding taxes based on Blossom BioScience’s income) that Blossom BioScience is required to pay in connection with the sale, delivery, export, or import of the Products. Unless expressly agreed in writing, the Customer is not entitled to any discounts, rebates, or price reductions. Only pricing explicitly stated in a written quotation or order confirmation issued by Blossom BioScience is binding.

4.2 Prices for Products listed in the Blossom BioScience online shop are stated in USD and constitute the default sales currency. For Customers located in the European Union, or for services performed within the EU, Blossom BioScience may issue quotations or invoices in EUR. The applicable currency will be communicated in the written quotation or order confirmation. All prices, whether in USD or EUR, exclude VAT, taxes, customs duties, import fees, export documents, shipping costs, and packaging materials (including dry ice) unless expressly stated otherwise.

4.3 Unless expressly agreed otherwise in writing, full payment is due prior to shipment of the Products. Blossom BioScience is entitled to withhold shipment and handover of the Products to the carrier until full payment has been received (“Zug um Zug”). Invoice-based payment terms are available only if expressly agreed in writing by Blossom BioScience and are subject to approval of a purchasing account. Such agreement must be confirmed in a written quotation, order confirmation, or separate written arrangement. In the absence of such written agreement, no entitlement to invoice payment exists. Unless otherwise agreed in writing, approved invoice payments are due net 30 days from the invoice date, without deduction.

4.4 In the event of late payment, Blossom BioScience is entitled to statutory default interest and compensation: EU / German Customers: interest at nine (9) percentage points above the applicable base interest rate pursuant to § 288 (2) BGB, plus any statutory lump-sum compensation. U.S. Customers: interest at the maximum rate permitted under applicable state law. Blossom BioScience reserves the right to suspend further deliveries until all outstanding amounts have been paid in full.

4.5 All amounts payable by the Customer under the Contract shall be paid in full and without any deduction or withholding, except to the extent that the Customer is required by applicable law to deduct or withhold taxes from such payments. If and to the extent that the Customer is required by applicable law to withhold taxes, the Customer shall: (a) notify Blossom BioScience in writing of such requirement without undue delay, and in any event no later than five (5) business days after becoming aware of the obligation; (b) lawfully withhold the required amount and timely remit such withholding tax to the competent tax authority on account of Blossom BioScience; (c) promptly provide Blossom BioScience with official receipts or other documentary evidence issued by the relevant tax authority confirming payment of the withheld tax. The Customer and Blossom BioScience shall cooperate in good faith and take all reasonable steps to lawfully avoid the withholding of taxes or, where withholding cannot be avoided, to enable Blossom BioScience to obtain a tax credit, refund, or other relief in respect of the amount withheld. Any effects arising from currency conversion in connection with the payment of withholding taxes shall be borne exclusively by the Customer and shall not reduce or increase the amounts payable to Blossom BioScience under the Contract.

4.6 Electronic transmission of invoices shall be deemed valid and accepted by the Customer.

5. Delivery, Packaging, and Shipping

5.1 Unless otherwise agreed in writing, all deliveries are made FCA (Free Carrier, Incoterms 2020) at the Blossom BioScience facility responsible for fulfilling the order. Risk of loss or damage passes to the Customer when the Products are handed over to the first carrier. Blossom BioScience will select the mode of shipment and the carrier. Packaging suitable for temperature-controlled shipment, including insulated containers and dry ice, will be charged to the Customer. If Blossom BioScience arranges shipment at the Customer’s request, all related shipping charges will be invoiced separately.

5.2 The Customer is solely responsible for ensuring that import, export, transit, labeling, notification, and regulatory requirements are met in the destination country and any transit countries, unless Blossom BioScience has expressly agreed in writing to assume specific obligations.

5.3 The Customer acknowledges that the Products, related materials, technical information, and technology may be subject to U.S., EU, German, and other applicable export control laws and regulations. The Customer represents and warrants that it will not sell, export, re-export, transfer, or otherwise make available the Products or any derivatives thereof in violation of such laws, and will not supply them to any restricted country, entity, or individual. The Customer is responsible for obtaining any necessary export or import authorizations.

5.4 Products are shipped in insulated, temperature-controlled packaging (e.g., dry ice). Customer must ensure: (a) a valid delivery address able to receive perishable biological materials, (b) immediate retrieval upon delivery, (c) proper storage and handling after receipt.

5.5 Blossom BioScience is not liable for delivery delays caused by: customs, import controls, regulatory approvals, courier delays, weather conditions, or force majeure.

5.6 Any delivery dates or delivery periods communicated by Blossom BioScience are estimates only, unless expressly agreed as binding in writing. Compliance with delivery dates is subject to timely fulfillment of the Customer’s obligations and to regulatory, logistical, and other circumstances beyond Blossom BioScience’s control.

5.7 Neither Party shall be liable for the delayed or non-performance of any obligation under the Contract to the extent such delay or non-performance is caused by force majeure or other events beyond the reasonable control of the affected Party. Such events include, in particular, official orders or legal changes, strikes or lockouts, import or export restrictions, supply chain disruptions, inclement weather, fire, flood, pandemic, war, acts of terrorism, or other unforeseeable and unavoidable circumstances. In such cases, agreed delivery dates and performance periods shall be reasonably extended for the duration of the impediment. The affected Party shall inform the other Party without undue delay of the occurrence and expected duration of the force majeure event. If a force majeure event continues uninterruptedly for more than one (1) month, either Party shall be entitled to withdraw from the Contract by written notice. In such a case, neither Party shall be entitled to assert further claims against the other arising from such force majeure event, unless otherwise required by mandatory law. This Section 5.7 applies in addition to, and does not limit, the provisions of Sections 5.5 and 5.6.

5.8 Blossom BioScience is entitled to make partial deliveries to a reasonable extent, provided that such partial deliveries are not unreasonable for the Customer. Where partial deliveries are made at the Customer’s request or with the Customer’s consent, Blossom BioScience may charge the Customer for any additional shipping, packaging, or handling costs incurred as a result.

5.9 If the Customer is in default of acceptance or otherwise delays acceptance of delivery, and Blossom BioScience is required to store the Products or arrange alternative delivery as a result, the Customer shall bear all reasonable additional costs incurred, including in particular storage, handling, cooling, re-packaging, and re-shipment costs. In such cases, the risk of accidental loss or deterioration of the Products shall pass to the Customer at the time the default or delay in acceptance occurs.

6. Set-off and Retention Rights

6.1 The Customer may set off claims against Blossom BioScience only if such claims are undisputed, ready for decision, or have been finally determined by a court of law. The Customer may exercise a right of retention only with respect to claims that are undisputed, legally established, or arise from the same contractual relationship.

6.2 Blossom BioScience is entitled to all statutory rights of retention and defense of insecurity. This applies in particular if, after conclusion of the Contract, circumstances become known that indicate a significant deterioration in the Customer’s financial situation or give rise to reasonable doubts as to the Customer’s ability to fulfill its payment obligations. In such cases, Blossom BioScience may, at its discretion, demand advance payment or appropriate security. If the Customer fails to provide such advance payment or security within a reasonable period set by Blossom BioScience, Blossom BioScience is entitled to revoke any quotation, refuse or suspend performance, withdraw from the Contract, and/or claim damages in lieu of performance in accordance with the applicable statutory provisions.

7. Ownership of Products; Limitation of Rights of Use and Further Transfer

7.1 Where Products are supplied under a Material Transfer Agreement (MTA) or other use‑restricted arrangement, the Products are provided on a licensed‑use basis only; no transfer of ownership to the Customer shall occur at any time, including after full payment of any fees, and the Customer receives solely the limited right of use set out in the applicable Material Transfer Agreement or Additional Terms. Only where expressly agreed in writing in advance shall the supply of Products constitute a purchase contract involving a transfer of ownership. In such cases, Blossom BioScience retains title to the delivered Products and all components thereof until full payment of all claims arising from the entire business relationship with the Customer has been received (extended retention of title pursuant to § 449 BGB). Products provided for use only for a limited period of time shall not be subject to any transfer of ownership. Any further transfer of Products or any components thereof by the Customer to third parties is prohibited unless expressly authorized in advance in writing by Blossom BioScience and, where applicable, by other holders of rights in the Products.

7.2 In all cases, the permitted use of Products is limited to the purposes expressly agreed in the Contract, including any applicable Material Transfer Agreement or other Additional Terms. The type and scope of any permitted use or further transfer of Products or any components thereof shall be exclusively governed by such agreements. Where provided for in the applicable Additional Terms, the Customer may be required to return or destroy Products or any components thereof upon termination of the Contract or upon request by Blossom BioScience. If and to the extent that Additional Terms permit the transfer or use of Products by third parties, the Customer shall comply with all conditions communicated by Blossom BioScience or other applicable rights holders and shall obtain all required consents before any such transfer or use occurs.

8. Intellectual Property

8.1 All intellectual property rights, proprietary technologies, genetic constructs, plasmids, vectors, cell lines, modifications, sequences, engineering methods, know-how, documentation, and any other materials or information including any unpublished technical data or processes relating to the Products (“Blossom IP”) are and shall remain the exclusive property of Blossom BioScience or its licensors.

8.2 Except as expressly provided in the Contract, including any applicable Material Transfer Agreement or other Additional Terms, no license or other rights, whether express or implied, are granted to the Customer with respect to the Blossom IP. In particular, no rights are granted to use the Products or the Blossom IP for commercial purposes, to sublicense, distribute, or otherwise make them available to third parties.

8.3 Nothing in the Contract shall be construed as a transfer or assignment of any intellectual property rights to the Customer.

9. Inspection and Acceptance

The Customer shall inspect the Products immediately upon receipt in the ordinary course of business. Any defects, including but not limited to issues relating to temperature control, viability, quantity, or packaging damage, must be notified to Blossom BioScience in writing without undue delay after receipt. The notice of defects must be sufficiently precise to allow assessment of the reported issue. Failure to notify defects without undue delay constitutes acceptance of the Products.

10. Warranty and Replacement Policy

10.1 Products are biological materials and inherently variable in behavior. Blossom BioScience warrants only that: (a) the Products conform to the description set forth in the applicable Product documentation at the time of shipment; and (b) Products comprising living cells are viable upon initial culture when used within sixty (60) days after shipment, provided that the Products are handled, stored, and used in accordance with the applicable instructions and the Contract. No warranty is given for any specific characteristics, properties, or performance unless expressly specified and agreed in writing in the applicable quotation or order confirmation.

10.2 EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY STATED ABOVE IN SECTION 10.1, THE PRODUCTS AND ANY OTHER DOCUMENTATION, INFORMATION AND ASSISTANCE PROVIDED BY BLOSSOM BIOSCIENCE ARE SUPPLIED “AS IS”, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. BLOSSOM BIOSCIENCE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY FOR ANY SPECIFIC EXPERIMENT, REPRODUCIBILITY OF RESULTS, STABILITY OF EXPRESSION, OR ACHIEVEMENT OF ANY PARTICULAR RESEARCH OUTCOME OR THE ACCURACY OR SAFETY OF RESEARCH RESULTS. BLOSSOM BIOSCIENCE DOES NOT WARRANT THAT THE USE OF THE PRODUCTS WILL NOT INFRINGE THE INTELLECTUAL PROPERTY OR OTHER RIGHTS OF THIRD PARTIES.

10.3 Any warranty shall apply only if the Customer has complied with the inspection and notification obligations under Section 8 and if the Customer can demonstrate that the alleged defect existed at the time of transfer of risk.

10.4 If Blossom BioScience confirms that a Product is defective, Blossom BioScience shall, at its reasonable discretion, either: (a) replace the defective Product; or (b) refund the purchase price paid for the affected Product. Shipping, handling, and packaging costs for any replacement may be charged to the Customer unless the defect is demonstrably attributable to Blossom BioScience.

10.5 No warranty shall apply in cases of improper storage, thawing, handling, use contrary to instructions or the MTA, unauthorized modification, misuse, neglect, accident, force majeure events, or use outside the agreed research-only purposes.

11. Indemnification

The Customer shall indemnify, defend, and hold harmless Blossom BioScience, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) the Customer’s receipt, storage, handling, use, transfer, or disposal of the Products or any materials or data derived therefrom; (b) any breach by the Customer of the Contract, the MTA, or any Additional Terms; (c) the Customer’s failure to comply with applicable laws or regulatory requirements; or (d) the Customer’s negligent or intentional misconduct. This indemnification obligation shall not apply to the extent that the claim is caused by Blossom BioScience’s wilful misconduct or gross negligence.

12. Limitation of Liability

12.1 Blossom BioScience shall be liable without limitation in accordance with applicable law: (a) for wilful misconduct or gross negligence (grobe Fahrlässigkeit); (b) for at least negligently causing injury to life, body, or health (Verletzung von Körper, Leib, Leben und Gesundheit); (c) to the extent of any characteristics expressly warranted or guarantees expressly assumed by Blossom BioScience in writing (Beschaffenheitsgarantie); (d) under mandatory product liability laws, including the German Product Liability Act (Produkthaftungsgesetz).

12.2 In the event of a negligent breach of an obligation that is essential for achieving the purpose of the Contract (cardinal obligation), Blossom BioScience’s liability shall be limited to damages that are foreseeable and typical for the type of transaction in question.

12.3 Except as set forth in Sections 12.1 and 12.2, Blossom BioScience shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, loss of data, loss of use, or business interruption.

12.4 For Customers supplied from Germany, claims based on defects shall become time-barred twelve (12) months after delivery of the Products, except for claims pursuant to Section 12.1.

12.5 For Customers supplied from the United States, Blossom BioScience’s total aggregate liability arising out of or in connection with the Contract or the Products, regardless of the legal basis, shall be limited to the amount paid by the Customer for the affected Product. This limitation applies even if a remedy fails of its essential purpose.

12.6 The exclusions and limitations of liability set forth in this Section 12 also apply in favor of Blossom BioScience’s legal representatives, employees, officers, directors, and other agents to the fullest extent permitted by law.

12.7 The limitations and exclusions of liability set forth in this Section shall not apply to the Customer’s indemnification obligations under Section 11, to the extent permitted by applicable law.

13. Cancellation and Return of Products

13.1 The Customer may request cancellation of an order in text form prior to shipment. Blossom BioScience may, at its sole discretion, accept or reject such requests. Orders relating to Products that are custom-made, engineered, produced to Customer specifications, or otherwise prepared specifically for the Customer are generally non-cancellable. Blossom BioScience will consider cancellation of such orders only if production or preparation of the Products has not yet commenced.

13.2 Unless expressly agreed otherwise in writing, Products are non-returnable. Any statutory rights of the Customer to terminate or withdraw from the Contract, to the extent applicable, remain unaffected.

13.3 If the Customer validly exercises a right of termination or cancellation of the Contract, or is otherwise obligated to return Products or any components thereof, such return shall be made at the Customer’s expense using a reputable, internationally recognized courier service suitable for the shipment of biological materials. The Customer shall notify Blossom BioScience without undue delay after handing over the Products to the carrier and shall provide appropriate shipment details. The Customer’s obligation to return the Products shall be deemed fulfilled only upon actual receipt of the returned Products by Blossom BioScience. Unless otherwise required by mandatory law, the risk of loss or deterioration during return shipment shall be borne by the Customer.

13.4 The Customer shall bear all costs incurred in connection with the return of Products or any components thereof, including courier, packaging, and handling costs. This shall not apply where the return is made due to a confirmed defect of the Products and for the purpose of subsequent performance by Blossom BioScience, unless otherwise required by mandatory law.

14. Confidentiality; Data Protection; Publicity; Use of Name

14.1 The Customer shall treat as confidential all non-public information disclosed by Blossom BioScience in connection with the Contract, including but not limited to information relating to Products, technical documentation, pricing, quotations, license terms, and any Additional Terms, and shall not disclose such information to any third party without Blossom BioScience’s prior written consent, unless such disclosure is required by law or permitted under the Contract.

14.2 Except where required by applicable law, the Customer shall not use, refer to, or otherwise mention the name, trademarks, trade names, logos, or other identifiers of Blossom BioScience in any publication, press release, promotional material, marketing communication, website, or other form of publicity without Blossom BioScience’s prior written consent in each individual case. This shall not prevent the Customer from making factual, non-promotional references to Blossom BioScience as a supplier of research materials in scientific publications, provided that such references do not imply endorsement or collaboration.

14.3 Each Party shall process any personal data exchanged in connection with the Contract solely for the purposes of performing the Contract and in accordance with applicable data protection laws. To the extent applicable, the Parties shall comply with Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR) and any other relevant data protection legislation.

15. Place of Performance; Jurisdiction; Applicable Law; Language

15.1 The place of performance for all deliveries, services, and other contractual obligations under the Contract shall be the registered office of Blossom BioScience Zweigniederlassung Deutschland, unless expressly agreed otherwise in writing.

15.2 The exclusive place of jurisdiction for all disputes arising directly or indirectly out of or in connection with the Contract shall be the competent courts at the place of business of Blossom BioScience Zweigniederlassung Deutschland. Blossom BioScience shall, however, also be entitled to bring proceedings at the Customer’s general place of jurisdiction. Mandatory statutory provisions on exclusive jurisdiction shall remain unaffected.

15.3 The Contract shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.4 These Terms and Conditions are made and shall be effective in the English language only. Any translations are provided for convenience only and shall have no legal effect on the interpretation of the Contract.




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  • You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
  • The Comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;
  • The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy
  • The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant blossombioscience LLC a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.

Hyperlinking to our Content

The following organizations may link to our Website without prior written approval:

  • Government agencies;
  • Search engines;
  • News organizations;
  • Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
  • System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.

These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.

We may consider and approve other link requests from the following types of organizations:

  • commonly-known consumer and/or business information sources;
  • dot.com community sites;
  • associations or other groups representing charities;
  • online directory distributors;
  • internet portals;
  • accounting, law and consulting firms; and
  • educational institutions and trade associations.

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of blossombioscience LLC; and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.

If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us through our contact form. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

  • By use of our corporate name; or
  • By use of the uniform resource locator being linked to; or
  • By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.

No use of blossombioscience LLC’s logo or other artwork will be allowed for linking absent a trademark license agreement.

iFrames

Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.

Content Liability

We shall not be hold responsible for any content that appears on your Website. You agree to protect and defend us against all claims that is rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

Your Privacy

Please read Privacy Policy

Reservation of Rights

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amen these terms and conditions and it’s linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

Disclaimer

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

  • limit or exclude our or your liability for death or personal injury;
  • limit or exclude our or your liability for fraud or fraudulent misrepresentation;
  • limit any of our or your liabilities in any way that is not permitted under applicable law; or
  • exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

Last updated: January 03, 2021