For all legal transactions, in particular the purchase, but above all online orders of all products of NGFI Next Generation Fluorescence Imaging GmbH, hereinafter referred to in brief as “NGFI”.

1. Preamble

NGFI develops and markets new high-technology biosensors and measurement systems for research purposes. It also offers services in the form of contract research and advanced training in the area of high-resolution fluorescence microscopy. The current portfolio includes 98 biosensors. The portfolio is constantly expanded. NGFI also takes on the production and planning of customized measurement systems (low-cost imaging systems) and provides consulting in the field of training in life-cell imaging.

2. Product

The product information enclosed as Enclosure ./A is an integral part of the present General Terms and Conditions.

Enclosure ./A:

The vector sequence has been compiled using the information from published literature, sequence database and other sources together with partial sequences obtained by NGFI. This vector has not been completely sequenced.

 

Product	Order Nr.:	Size
Name of Sensor	Number	20 µg
Vector type	mammalian expression vector
Reporter	Sensor
Reporter codon usage	mammalian/E.coli
Promotor	CMV
Host cells	mammalian
Selection	Prokaryotic – ampicillin Eukaryotic neomycin (G418)
Replication	Prokaryotic – pUC origin
	Eucaryotic – SV40 early promotor and origin
Use	CMV controlled expression of fluorescent Sensor in mammalian cell lines

 

Plasmid description

The plasmid encodes a fluorescent sensor protein in a mammalian expression vector. Flanking restriction sites are convenient for excision of the insert sequence which contains a Stop codon at its C-terminus.

The vector backbone contains a human cytomegalovirus (CMV) immediate-early promotor that permits efficient, high-level expression in mammalian cells. The SV early promotor allows efficient, high-level expression of the neomycin resistance gene and the episomal replication in cells expressing SV40 large T antigen.

pUC origin provides a high number of replication and growth in E. coli and the bacterial promotor for ampicillin resistance allows selection of transformants in E. coli upon efficient expression of the Ampicillin (bla) resistance gene (β-lactamase).

Expression in mammalian cells

The plasmid encoding for the fluorescent sensor protein can be transfected into mammalian cells by any known transfection method. Stable transformants can be selected using the neomycin resistance gene (Southern and Berg 1982).

 

Propagation in E. coli

Suitable host strains for the propagation in E. coli include TOP10F´, DH5-α, and TOP10. The vector confers resistance to ampicillin 50-100 µg/ml to E. coli hosts.

 

References

Southern PJ, Berg P. Transformation of mammalian cells to antibiotic resistance with a bacterial gene under control of the SV40 early region promoter. J Mol Appl Genet 1982;1(4):327-341.

 

3. Scope

It is explicitly stipulated that any legal transaction with a contractual partner who orders the products of NGFI is concluded exclusively under these General Terms and Conditions of Business. Customers’ orders are either placed on the company’s website, or in writing by mail or telefax and constitute an offer to NGFI to conclude a purchasing agreement.

The electronic order is placed by clicking on the “bestellen und bezahlen” (place order and pay) button. The order can only be placed when the button “akzeptieren der allgemeinen Geschäftsbedingungen” (acceptance of the General Terms and Conditions of Business) has been clicked. The legal transaction will only come into effect as a purchasing agreement when NGFI has accepted the offer in the form of an electronic order confirmation. The purchasing agreement is subject to the accepted General Terms and Conditions as published on the website that can be accessed any time.

If the order is placed in writing or by fax, the offer is only accepted when a written order confirmation is sent to the postal address of the ordering party or when an order confirmation is transmitted by fax. In this case, the General Terms and Conditions will be enclosed with the order confirmation, and the customer can also download, save, reproduce and print them at any time. Hence, the General Terms and Conditions are bindingly agreed upon receipt of the order confirmation. Customers ordering by mail or fax cannot claim that the General Terms and Conditions were not enclosed with the confirmation, as they can be viewed and downloaded from the website of NGFI at any time.

It is explicitly stipulated that we do not accept any terms and conditions of business of the purchaser and/or contractual partner that conflict with the present General Terms and Conditions, unless NGFI approves conflicting terms and conditions of business in writing. Each delivery and service shall thus be exclusively and without prejudice be made subject to our General Terms and Condition, even if we are aware of conflicting or deviating general terms and conditions of the customer.

By placing his order and/or receiving the order confirmation, the customer/contractual partner accepts the exclusive application of our General Terms and Conditions.

 

4. Offer, scope of services and conclusion of contract

Specifications and particulars given by us in catalogues, leaflets, on the internet or in other media do not represent an offer. The contract will be concluded with legal effect in each individual case by placing an order and accepting our General Terms and Conditions, followed by our acceptance in the form of an order confirmation in electronic form. The customer shall be bound by his offer to conclude a purchasing agreement based on his order for two weeks from receipt of the order. We can only accept the order by declaration to the customer (order confirmation) within these two weeks. No legal transaction will be effected if we do not confirm the order.

Our order confirmation shall be solely decisive for the scope of the contractual performance of service.

 

5. Prices

Prices include packaging but do not include transport. To the extent that value added tax is to be paid in the country of the recipient, statutory VAT will be added.

In the absence of any special agreement, payment shall be made in advance by bank transfer free of charge. When an order confirmation has been made, our obligation to deliver begins only within three working days at the most from receipt of the agreed payment on our account. Payment can also be made by credit card or via an encrypted electronic payment system. In this case too, our obligation to deliver begins only within three working days from receipt of payment in full on our account.

Any customs duties or freight charges are to be paid by the customer.

 

6. Delivery

Delivery will be made by post, courier or forwarding agent.

In the event of unforeseeable events for which we are not responsible and that preclude us from delivering our service, such as force majeure events, strikes, interruption of our operations or those of a pre-supplier, transportation difficulties, or similar official measures taken by authorities, the time of delivery shall be extended by the time period of the event preventing us from providing our service by the original set date.

 

7. Transfer of risk

The risk of accidental loss and accidental deterioration of the object of the purchase shall be transferred to the customer as soon as we have handed over or delivered the object of the purchase to the post, the forwarding agent, the carrier or to the person and/or institution entrusted with the transportation/delivery. Transportation insurance for the goods will only be taken out upon written application of the customer. Any costs incurred through this insurance cover shall be borne by the customer.

 

8. Notice of defects, examination of supplied goods

The customer shall examine the goods supplied within 48 hours of receipt as to shipping damage, completeness or other defects and report damage or defects within 24 additional hours, indicating the specific defect. Hidden defects shall also be reported within 24 hours of their discovery, indicating the specific defect. Timely dispatch by letter (postal stamp decisive) or telefax (telefax ID decisive) is considered timely notification of the defect.

As our customers are without exception companies, universities or research institutions, the right of cancellation does not apply.

 

9. Warning

The following warnings refer primarily to the adeno virus, the stable cell lines and chemicals that are part of the product portfolio of NGFI GmbH:

Hazard designation

 Emergency overview

Warning

Irritating

Harmful if ingested

• Possible health effects:

Eye contact: May lead to moderate irritations, tears or redness, but will probably not damage the tissue of the eye permanently.

Skin contact: May lead to irritations, defatting or inflammations of the skin. Permanent skin damage is rare. Prolonged or repeated contact may lead to systemic damage if absorbed via the skin.

Inhalation: May lead to moderate breathing problems, dizziness, loss of energy, fatigue, nausea and headache. Not toxic if inhaled.

Ingestion: Irritating for mouth, throat and stomach. May lead to stomach ache, nausea, vomiting and diarrhoea. Chronic: no data re carcinogenicity.

• First-aid measures:

 Eye contact: Hold eyelids open and rinse eyes immediately with plenty of water for 20 minutes minimum. Tilt your head to the side of the damaged eye to prevent contact of the chemical with the unaffected, healthy eye.

Skin contact: Wash with water and soap immediately. If a permanent irritation of the skin develops, contact a physician.

Inhalation: Remove to fresh air. If breathing is difficult, oxygen is to be given by a trained person. In the event of respiratory arrest, a trained person is to provide artificial respiration and oxygen; contact a physician immediately.

Ingestion: Do not induce vomiting and get medical attention immediately. Drink two glasses of water or milk to dilute the chemical. Ensure appropriate medical treatment by handing over this safety data sheet to the treating physician.

• Accidental release measures

Personal precautions: Always wear protective clothing, safety goggles and gloves when handling the product.

Cleaning up spills: Contact with spilled material could be irritating or harmful to health. Wear protective clothing when cleaning up spills. Additional precautions are necessary depending on the specific circumstances; depending on type, volume and area of the spill. Employees in the vicinity to the spill should be observed and the contaminated area must immediately be aired properly. Absorb with liquid binding material.

• Firefighting measures

Suitable extinguishing agents: Use alcohol-resistant foam, carbon dioxide, dry extinguishing agent or water spray to fight fire. Water or foam may lead to foaming when the liquid is on fire, but can still be used as extinguishing agents if no other agent is available. Do not guide water jet directly into the hot burning liquid. There will be a violent exothermic reaction of DMSO if mixed with copper wool or tricholoracetic acid. DMSO will blaze up instantly when mixed with potassium permanganate. It reacts violently with: acid halides, cyanuric chloride, silicon tetrachloride, phosphorus trichloride and sulphur trioxide, thionyl chloride, magnesium perchlorate, silver fluoride, methyl bromide, iodine pentafluoride, nitrogen periodate, diborane, sodium hydride, perchloric acid and periodic acids. If the liquid is heated to above boiling point, formaldehyde, methyl mercaptan and sulphur dioxide are released.

Special protective equipment for fire fighters: Carry breathing apparatus and wear chemical protection suit.

10. Application

The product may be used exclusively for scientific purposes and trials and only by institutions approved for its use. We do not accept any liability for checking whether the ordering party is entitled to use the product in its facilities. The ordering party explicitly declares that it shall keep us harmless and indemnified in this context. The ordering party shall be liable for all and any consequences resulting above all from improper use of the product supplied.

11. Reproduction

Reproduction of the product supplied is explicitly prohibited. The ordering party is not entitled to pass the product on to third parties and may only use it in its own facilities and for the own purpose. The product is offered world-wide. The recipient agrees to observe all legal regulations and obligations that apply to the use of the product in the receiving country and will hold NGFI explicitly harmless and indemnified in this respect.

The ordering party is not entitled to copy functional sub-units of the product and use it to produce other products. Some examples are: subclones of unmodified cell lines, purified or fractionated sub-quantities of the source material, proteins expressed by DNA/RNA of the product, or monoclonal antibodies secreted by a hybridoma cell line, and multiplication of sub-quantities of the material such as new plasmids or vectors. The ordering party must not create replications of viruses, stable cell lines or organisms, including stem cells.

The product must not be used for any other purposes than research.

The ordering party is obligated to use the product in compliance with the laws and regulations of the respective country that apply to this product, including the guidelines provided for working with recombinant DNA. The product must not be used for experiments on humans and animals, unless such use was explicitly approved by an ethics commission or by provisions on the treatment of laboratory animals.

The ordering party agrees further to destroy the product after conclusion of its research studies or to return it to NGFI Next Generation Fluorescence Imaging GmbH.

The ordering party is entitled to publish research findings and data resulting from the product, unless patentable inventions with the product result from its research. Otherwise the ordering party is obligated to notify NGFI Next Generation Fluorescence Imaging GmbH forthwith of patentable inventions and to grant NGFI Next Generation Fluorescence Imaging GmbH a publication delay of sixty (60) days minimum so that NGFI Next Generation Fluorescence Imaging GmbH can file the patent application.

Any invention resulting from the product shall be immediately disclosed by the ordering party, and its development is to be negotiated with NGFI Next Generation Fluorescence Imaging GmbH. The contribution made by the product to the invention will be taken into account in deciding on the further steps to be taken.

 

12. Patents

We explicitly refer to the fact that we are entitled to world-wide patents under patent numbers 1417140.9 and 1419073.0 for the products delivered. The recipient agrees to comply with all national and international provisions of patent law and not to infringe our patent rights.

13. Licenses

If the ordering party is interested in redistributing the product developed by us, a separate license agreement is to be concluded with us. Multiplication, distribution or transfer is explicitly excluded failing a licensing basis.

14. Damages

If our claims under patent law are violated or in the event of unauthorised reproduction or redistribution of the product supplied to third parties, the recipient shall be obligated to compensate the supplier for all resulting damages and the profit loss. In addition, a penalty of $ 10.000 (? Was ist üblich: mehr oder weniger?) is agreed for each violation that is to be paid irrespective of the damage incurred and the claims with regard to patent law violation.

15. Applicable law

Austrian law applies exclusively. Application of the UN Convention on Contracts for the International Sale of Goods is explicitly excluded. By accepting the General Terms and Conditions pursuant to Sec. 104 JN, the Regional Civil Court of Graz/Austria is agreed as the exclusive venue between the parties. Arbitration proceedings are explicitly excluded. Ordinary jurisdiction applies exclusively and hence the jurisdiction of the Regional Civil Court Graz.

The language of contract is German. German is explicitly agreed as language of legal proceedings, if any.

16. Liability

NGFI shall only be liable for wilful intent and gross negligence. Liability for slight negligence is excluded.

NGFI shall only be liable within the statutory conventions for direct damage of the user, but in no case shall it be liable for consequential damage or lost profit. NGFI does not accept liability for damages caused by actions, omissions, specifications or data provided by third parties or by Force Majeure.

17. Data protection

NGFI Next Generation Fluorescence Imaging GmbH stores and processes only such company or personal data that the ordering party provides when registering and/or applying and that are necessary to carry out the delivery.

18. Miscellaneous provisions

The present Agreement constitutes the entire agreement concluded between the contractual parties and supersedes all prior written or telephone agreements.

Changes and amendments of this Agreement shall be made in writing to be valid. This applies also to a waiver of the written form requirement. If a provision of the Agreement is or becomes invalid or void in full or in parts, the other provisions will remain in place unchanged. The contractual parties agree to replace the invalid or void provision by a new provision that comes closest to the economic purpose and meaning of the original provision.

Graz, February 2016