These Terms and Conditions (hereinafter referred to as "Terms") regulate the relations and define the mutual rights and obligations of the purchase agreement to be concluded between DIANA Biotechnologies, a.s., ID No.: 07281218, with registered office at Průmyslová 596, 252 50 Vestec, registered in the Commercial Register maintained by the Municipal Court in Prague, ref. No. B 28366 (hereinafter referred to as the "Seller") and its business partner (hereinafter referred to as the "Buyer") for purchase and sale of synthesis of oligonucleotides or other products or services specially made and/or provide according to Buyer’s specifications (hereinafter the "Products"). These Terms are expressly incorporated by reference into and comprise inseparable part of each purchase agreement executed between Seller and the Buyer through the Seller´s website or through the means of email communication or similar means of technical remote communication and applies for all business relationships. For the avoidance of doubt, any Buyer’s terms shall not apply on the relationship, and these Terms always prevail over any Buyer’s terms and conditions. Order fulfilment shall not ever be considered as acceptance of any Buyer’s terms and conditions, unless expressly agreed by Seller in writing in order confirmation.
Seller’s contact details:
DIANA Biotechnologies, a.s.
Id No. 07281218
VAT No. CZ07281218
Czech data box: m7rcew4
Website: dianabiotech.com
Bank accounts
For orders within Czech Republic placed in CZK currency:
Account number: 117975493/0300
IBAN: CZ20 0300 0000 0001 1797 5493
BIC/SWIFT: CEKOCZPP
For orders placed in EUR currency
IBAN: CZ84 0300 0000 0010 1737 9293
BIC/SWIFT: CEKOCZPP
For orders placed in USD currency:
IBAN: CZ58 0300 0000 0010 1737 9373
BIC/SWIFT: CEKOCZPP
The Products are custom made products, mainly custom synthesis of oligonucleotides, which shall be manufactured under these special terms and conditions by the Seller for the Buyer, based on Buyer´s specifications. These Terms applies only for purchase and sale of Products made pursuant to Buyer’s specifications.
The Buyer can count the synthesis of oligonucleotides pursuant to the Buyer’s specific requirements and specifications of in the calculator located on the Seller’s website (hereinafter the “Calculator”). The Buyer can order any Products in writing either by filling in Calculator and a quotation form at website or through a direct enquiry by an e-mail delivered to the email address [email protected] (any of such submission hereinafter the "order"). Submitting orders via phone is not accepted. In case the Buyer fill in the quotation form, PDF summary of such Buyer’s inquiry will be sent to the Buyer’s email address.
Each order for the Products must include at least the following specifications:
After the submission of the order, the Seller shall either confirm the order (sent to Buyer in the form of order confirmation) or shall inform the Buyer about the final price of the Products and accurate delivery costs and other costs associated with the required transport or other services, if such a services required by the Buyer or if the Products price or associated costs are substantially different than as announced at website and/or counted in the Calculator placed at Seller’s website. Should the price or specific conditions for delivery and associated expenses stated in the order confirmation differ significantly from Seller’s website, the final order price, including any associated costs, shall be agreed between the Seller and the Buyer after submission of each order individually.
The purchase agreement between the Seller and the Buyer is concluded at the moment of acceptance of the Buyer's order by the Seller and delivery of this acceptance to the Buyer (in the form of order confirmation, or similarly). Any significant modifications made by the Seller to the terms of an order (mainly change of the price of the Products for more than 3%, excl. delivery costs) shall have the effect of the counteroffer, which shall be confirmed by Buyer in writing within reasonable time after its receipt (sufficient to confirm via email), otherwise the counteroffer shall be deemed cancelled. For the avoidance of doubt, as significant modification shall not be considered the different final price stated in the order confirmation due to the calculation of the delivery costs and other costs associated with the required transport as per actual price lists of the carrier companies, or the change of the currency in accordance with Section III, Subsection 2 hereof, if required by the Buyer in the quotation form. For the avoidance of doubt, the Seller shall not be obliged to confirm (accept) any Buyer´s order. The Seller shall send the order confirmation or the counteroffer to the Buyer at his e-mail address provided in the order.
In relation to conclusion of the purchase agreement the Buyer agrees with the use of any means of remote communication and the Buyer bears all the costs connected therewith.
The order placed by the Buyer can be changed or cancelled by the Buyer before Seller´s written acceptance (order confirmation), or by rejecting the Seller´s counteroffer pursuant to Subsection 5 hereof. After confirmation of the order or acceptance of the Seller´s counteroffer pursuant to Subsection 5 hereof the Buyer commences the production of the Products, and any change or cancelation is not possible. In the event Buyer’s intends to change or cancel any such purchase agreement, such a requirement will be solved individually, mainly with consideration of expenses incurred on the Seller´s side.
The Seller hereby declares that placing Calculator of the Products at its website, i.e. quotation form, does not represent Seller´s offer in the meaning of the obligatory proposal for execution of purchase agreement or similar legal action, and the Seller is not obliged to execute any purchase agreement concerning any Products. In the event the Seller is not able to meet order´s requirements, the Seller will contact the Buyer to offer alternative solution without undue delay, if possible. Although, the Seller and the Buyer can execute any purchase agreement with individually stipulated terms and conditions.
A non-binding delivery date will be estimated by the Seller in the purchase agreement/ the acceptance of the Buyer's order, however standardly the Seller produces any of the Products within 30 working days following the later date of (i) the conclusion of the purchase agreement or (ii) receipt of the advance payment, if applicable, always in accordance with method of payment (pursuant to conditions stated in Section III hereof). The delivery dates are indicative and shall always be estimated by the Seller based on quantity and specifications of the Products and based on the method of transport. The Seller shall not be liable for any damages, delays or loss during the transport. In the event the Seller does not produce the Products even within 90 days after the occasion (i) or (ii) above and, at the same time, Buyer informs the Seller in writing about the delay and provides the Seller with additional time period for remedy not shorter than 14 calendar days after the receipt of such notice, the Buyer shall be entitled to withdraw from the purchase agreement effective upon delivery of the written notice to the Seller.
The purchase prices at website are stated in EUR currency and are always excluding VAT, and associated delivery expenses and other charges. The respective price of delivery costs is visible at Seller’s website. If the purchase price for the ordered Products or all associated costs for shipment and other charges changes substantially against original calculation in the respective order submitted by the Buyer pursuant to Section II, Subsection 5 hereof, the Seller shall announce to the Buyer the updated price by sending counteroffer to the Buyer, whereas such offered price is valid for 30 days after counteroffer issuance.
Should the Buyer wish to pay in CZK or US dollar currency, the Buyer shall fill in such a requirement in the order – i.e. in the quotation form, or specify in Buyer’s email, if ordering via email correspondence. The Seller will address such requirement in order confirmation, whereas as exchange rate the Seller will use the rate announced by the Czech national bank as of the date of the issuance of order confirmation.
The Buyer shall pay the purchase price for the Products and any costs associated with the delivery of the Products under the purchase agreement by wire transfer to the Seller's account. The Buyer is obliged to pay the final purchase price per each order pursuant to issued invoice(s). Each invoice shall be considered duly paid when the Seller’s bank account has been credited with the relevant invoiced amount.
The Buyer acknowledges that the payment of Products shall be as follows:
The Seller and the Buyer can agree in writing in respective purchase agreement otherwise. If advance payment demanded, the delivery date commences always on the date following the day of receipt of the respective advance payment to the Seller’s bank account in full.
In case the Buyer fails to meet the payment terms stipulated herein or in the purchase agreement, the Seller is entitled to claim statutory interest on late payment in the amount stipulated by the valid and effective Czech rules and regulations.
The Buyer is not entitled to unilaterally set-of any claim against any payment to be paid to the Seller.
The Seller is registered VAT payer in the Czech Republic. The Seller will issue the tax document pursuant to law and regulations applicable in the Czech Republic, and the VAT tariff will be charged in accordance with the Czech law and regulations valid and effective as of the issuance of such invoice, or as of the date of taxable supply. The final purchase price (i.e. including all related costs) shall be payable pursuant to tax document(s) - invoice issued and delivered by the Seller to the Buyer. The Buyer expressly agree that the Seller can submit the invoice solely in electronic form via email to Buyer´s email address.
The Buyer acquires ownership of the Products by paying the full purchase price (including any associated costs) of the Products. If the purchase price is paid before the Products are taken over, then the Buyer acquires ownership at the moment of taking over the Products.
Most of the products can be transported and stored at ambient temperature. The Seller may choose to transport RNA oligonucleotides Products on dry ice. Each Product will be transported considering its nature and proper and common practise, at Seller’s discretion. The place of delivery shall be the respective Seller´s premises from where the Products are handed over to the respective carrier, unless agreed by the Seller and the Buyer in particular purchase agreement otherwise (mainly on any method pursuant to INCOTERMS 2020, or their updated version). The delivery date shall be agreed in purchase agreement. Generally, the delivery date means the date, when the Products are handed over by the Seller to the first chosen transport company. The fixed delivery costs for the Products to be packaged and sent at ambient temperature by the carrier chosen by the Seller are stated at the website (in quotation form) as manipulation and shipping fee. Should the Buyer request another carrier or application of any method of INCOTERMS 2020 conditions, the exact costs and delivery date to be agreed by the Seller and the Buyer in purchase agreement. The costs for packaging and delivery of the RNA oligonucleotides Products to be sent refrigerated will be agreed between the Seller and the Buyer in each purchase agreement individually.
Type and size of the packaging as well as number of Products in one package and, if applicable, the total quantity of dry ice, shall be always chosen by Seller, solely at its discretion. The Buyer hereby acknowledges that the Seller may put multiple Products into one thermobox. The Seller is also entitled to arrange for partial shipments of the Products and issue the invoice accordingly, solely at Seller’s discretion.
Generally, the Products will be transported by provider chosen by the Seller, unless agreed in purchase agreement otherwise. The Products to be delivered on dry ice are dispatched only during business days Monday to Wednesday to ensure delivery by Friday, unless agreed otherwise with the Buyer (at Buyer´s liability).
The package is considered successfully delivered by handed over to the first carrier at the Seller’s premises, or in compliance with the chosen transport INCOTERMS 2020 method (if mutually agreed in purchase agreement), or if handed over personally by an authorised person of the Seller.
The Buyer is obliged to properly control each shipment immediately after its receipt from the respective carrier to verify that the Products are delivered in accordance with purchase agreement. In case of Products to be placed on dry ice, the Buyer is obliged to control that all Products are still covered by dry ice, always at the time of its receipt from the carrier.
The risk of damage to the Products shall pass to the Buyer upon the Buyer, or carrier, taking receipt of the Products at the place of delivery or if the Seller and the Buyer agree on method of INTERCOMS 2020 that specify otherwise, then in accordance with such an agreed method/type. The same shall apply if the Buyer refuses to take over the Products or fails to provide the necessary cooperation. Within the standard fixed delivery costs rate, each shipment of the Products will be insured up to the amount of EUR 2.000, all in accordance with conditions of the respective carrier/transport company.
The Buyer shall store any Products properly according to the storage instructions on the label. The Buyer shall comply with any and all instruction, limitations, labels, manuals, including conditions for use or use statement, made available by the Seller. The Buyer hereby acknowledges that the Products are sold for research use only, i.e. the Buyer is not entitled to use Products for any other purpose. The Buyer is fully liable for obtaining any and all necessary permits and/or authorizations related to the use of the Products.
The Seller shall be liable to the Buyer that each Product is free from defects upon receipt. To the maximum extent permitted by the applicable law, the Seller does not provide any warranty period in relation to any Products and/or services and hereby disclaims all warranties, conditions or representations of any kind, express or implied, including implied warranties of performance, merchantability, satisfactory quality, fitness for a particular purpose or non-infringement of third party intellectual property rights; however the Seller guarantees a minimum expiry dates of the Products as stated on each label of the Product. During such a time period the Products shall be fit for use or consumption, subject to a storage of the Products in accordance with the conditions as stated in the respective manual (label), or other similar document.
The Seller may claim defects pursuant to complaint procedure stated in Section VI. hereof.
All intellectual property rights related to the Products sold under these Terms, including but not limited to patents, trademarks, and copyrights, are and shall remain the property of the Seller. The purchase of Products does not transfer to the Buyer any license or right to use such intellectual property in any way except for the intended purpose of the Products, and any such unauthorized use is strictly prohibited. By submission of a quotation (order) form at Seller’s website or delivery of order via email, the Buyer expressly accepts and agrees with limitation of Seller’s liability resulting from the order and sale of any Product or connected therewith (i.e. any claim for damages) up to the amount of the respective final purchase price of each Product. Except as otherwise provided in this Terms, the Seller shall not be liable to Buyer (or any other person or entity) for any claim, damage or loss arising out of the Products (including, without limitation the sale, transport, storage, failure or use thereof). Furthermore, Seller shall not be liable for special, punitive, indirect, incidental or consequential damages including, without limitation, liability for loss of use, loss of work in progress, loss of revenue or profits, cost of substitute equipment, facilities or services, or any connected costs or liability of Buyer to a third party.
The Seller warrants to the Buyer that the purchased Products are delivered in required quantity pursuant to agreed purchase agreement. The Seller also warrants that the Products will conform to declared and published specifications during the expire period, provided that the Products are transported, stocked and used in accordance with Seller’s specifications (such as manuals, instruction for use, technical specification, etc.).
The Buyer is obliged to properly control and inspect each Product (shipment) immediately after its receipt. Should any Product require specific conditions, such as transport on a dry ice, the Buyer is obliged to properly control each shipment to verify that the Product is still covered by dry ice, always at the time of its receipt from the carrier. Any quantity complaint, or any other complaint on Product, must be reported to Seller in writing immediately via email or via phone, however no later than within three (3) business days after the receipt of the Product. Each orally made complaint must be reported in writing within the above stated period, unless agreed with the Seller otherwise. Dedicated email address and phone numbers are specified below. Unless any defect is reported in writing within the period mentioned above, the delivery is considered successful and fully accepted by the Buyer.
Any other defect which cannot be discovered immediately after the delivery of the Product in accordance with the previous paragraph shall be claimed by Seller immediately after its discovery, however only during expiration period, i.e. on the last day of expiration period at the latest. Each defect must be claimed at the time of its discovery, it must be reported immediately via email, no later than within three (3) business days after its discovery to a dedicated email address specified below. Unless any defect is reported in writing within the time period stated in preceding sentence, the Product is considered free of any defect.
Contacts: Complaint shall be submitted via email to [email protected] or by phone to the respective contact person as specified in purchase agreement.
The Buyer shall report any nonconformity or other defect complaint in writing to Seller’s email address [email protected] including these mandatory elements:
If any of the abovementioned element is missing, the Seller is entitled to reject the defect complaint and invite the Buyer to complete the missing documents. The Seller is entitled to require the Buyer to provide any other information and documents necessary for a proper assessment of the defect, as well as to submit the nonconforming product for assessment. In case the Product requires special storage conditions, the Buyer must evidence in writing that the temperature was met for entire period prior to occurrence of defect. Without prior written consent of the Seller, the Buyer shall not return any Product back to Seller.
The Seller shall decide whether the claim of defect is justified, and it shall inform the Buyer of the result of assessment no later within thirty (30) business days from complaint receipt. If, the Buyer’s claim is found as justified by the Seller, the Seller shall either deliver the replacement or missing Product (if possible), or issue a credit note to the Buyer for an amount corresponding to the discount on the purchase price and refund of the purchase price for the Product in respect of which discrepancy is claimed. The Seller is solely entitled to choose the manner of remedy pursuant to preceding sentence.
For the avoidance of doubt, as defect shall not be, inter alia, considered if:
The Seller may withdraw from any purchase agreement with immediate effect upon delivery of the written withdrawal notice to the Buyer upon the occurrence of the either of the following: (i) the failure of a Buyer to pay the respective due amount, even partially, within the maturity period, and the Buyer has not remedy such a failure within three (3) calendar days after the receipt of the written demand thereabout; or (ii) the failure to perform or comply with any obligation or statement herein (including to adhere by the conditions set out by the applicable law and regulations), in whole or in part, or (iii) the Buyer becomes insolvent, files a petition for bankruptcy by itself, or commences or has commenced against it proceedings relating to bankruptcy, reorganization, or assignment for the benefit of creditors, or declares voluntary liquidation.
These Terms and any purchase agreement concluded pursuant to these Terms are governed by the laws of the Czech Republic, mainly by the relevant provisions of Czech Act No. 89/2012 Coll., the Civil Code, as further amended. By executing the purchase agreement, the Buyer and the Seller agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980).
All disputes arising out of or in connection with the purchase agreement concluded under these Terms (including its validity, extent of rights and obligations or termination) shall be finally resolved by the courts of the Czech Republic, having local jurisdiction according to the registered office of the Seller.
1. The Buyer hereby declares that he/she has fully acquainted himself/herself with the contents of the Terms and the meaning of the individual provisions before placing or confirming an order or other proposal for the conclusion of the purchase agreement, and that all provisions of the Terms are clear, comprehensible, transparent and legible for the Buyer without any particular difficulties or limitations, and that they have been communicated to him/her in an understandable and clear manner. These Terms correspond to the situation that Seller executes the purchase agreement only with persons conducting the business, not with any person in the position of an individual consumer. The Buyer by ordering any Products declares that he is not in a position of consumer and therefore consumer protection rules does not apply to any relationship established between the Seller and the Buyer.
2. Without prior written consent of the Seller, the Buyer is not entitled to assign or otherwise transfer, or pledge, to any third party any or all of its rights and obligations under the purchase agreement.
3. These Terms are effective from 1 February 2025 and supersede previous practices. The Seller reserves the right to change these Terms without prior notice. Any questions regarding the Terms should be directed to [email protected].
4. The Buyer acknowledges and covenants that all confidential or proprietary information (including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, pricing, discounts, or rebates) disclosed or made available by Seller to Buyer in connection with the sale of the Products, whether disclosed orally, in writing or digitally, and whether or not marked, or otherwise identified as "confidential" is confidential, belongs to the Seller and without prior written authorization or consent of the Seller may not be disclosed or used by Buyer for its own use (including, without limitation any patent application based on such confidential information). However, as confidential information shall not be considered the information that: (a) was publicly available prior to ordering any Products or becomes publicly available without the breach of the Buyer obligation thereafter; (b) information which was lawfully in the possession of Buyer prior to disclosure without being provided by the Seller; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party. Upon written Seller’s request, Buyer shall promptly return or destroy all documents and other materials containing any confidential information received from Seller.
5. Neither party shall be liable for any failure or delay in performing their obligations under these Terms to the extent that such failure or delay is caused by a force majeure event. A force majeure event refers to any event beyond a party's reasonable control, such as natural disasters, wars, acts of terrorism, governmental actions, pandemics, or labour strikes. If such an event occurs, the affected party shall notify the other party immediately and shall do everything in their power to resume performance.
6. The following provisions of the Civil Code are hereby ruled out by the Parties: Section 557 (interpretation against the draftsman), Section 573 (presumption of the time of reaching), Section 1793 (disproportionate shortening), Section 1912 (deferred transaction), Section 1914 (2), Section 1916 (1), and Section 2099 through 2110. The Parties further assume the risk of change of circumstances in accordance with Section § 1765 (2) of the Civil Code.
This Terms and Conditions are effective from 4.2.2025.