Terms and Conditions


of EVERCYTE GmbH (hereinafter also “Evercyte”)


Last updated: November 2018 - Terms and Conditions for download

1. Scope

1.1. These General Terms and Conditions shall apply to all legal transactions within the framework of this online shop between Evercyte and its Customers with regard to all offered products/licenses and/or services.
1.2. General Terms and Conditions may be subject to modifications by Evercyte.
1.3. General Terms and conditions of a Customer which deviate from these General Terms and Conditions are only relevant, if they have been agreed upon by Evercyte and the Customer in writing. Evercyte shall not be required to object to any terms and conditions of the Customer.

2. Conclusion of the Contract

2.1. To conclude a contract via the online shop with Evercyte a person has to be at least 18 years of age, shall not be limited in its legal capacity and/or shall be authorized to conclude legal transactions on behalf of the enterprise/organization.
2.2. The products/licenses and/or services described in the online shop represent an offer without any binding commitment for Evercyte to provide the products/licenses and/or services to the Customer. Through an order of a product/license and/or services described in the online shop the Customer makes a binding offer to Evercyte to conclude a contract.
2.3. Evercyte may accept the Customer’s binding offer within five (5) calendar days by sending a confirmation of the order via E-mail. In case of an unanswered expiration of the period of five (5) calendar days an offer is considered as refused. An explicit refusal by Evercyte by E-mail or in any other form is not required.

3. Delivery date

3.1. Evercyte shall make reasonable commercial efforts to deliver all products and/or perform all services at the earliest opportunity provided there is stock
available and while stocks last.
3.2. The products are dispatched as follows:
3.2.1. Dispatch within Austria: Monday through Wednesday (before noon).
3.2.2. Dispatch all over Europe: Monday and Tuesday (before noon).
3.2.3. Dispatch overseas to the USA / Canada: Monday and Tuesday (before noon).
3.2.4. Dispatch overseas to Asia: Monday (before noon) and Tuesday (before noon).
3.2.5. Dispatch overseas to Australia: Monday (before noon) and Tuesday (before noon)
3.3. The delivery of products and/or the performance of services takes place after the conclusion of the contract, unless applicable import or export regulations, sanctions etc. conflict with it.
3.4. If a product and/or a service is not available after the conclusion of the contract, the Customer shall be informed by email without undue delay.
3.5. If the delivery of products is delayed and/or impossible due to a fault of pre-suppliers, Evercyte shall not be liable for any inconveniences and/or damages of the Customer.

4. Packaging and forwarding

4.1. Unless otherwise agreed, the delivery of goods is considered sold as follows:
4.1.1. CPT + place, country for shipments within the European union
4.1.2. DAP + place, country for shipments outside the European union
4.2. If applicable, cost of shipping and packing charges as well as applicable import or customs fees are announced with the confirmation of the order and shall be borne by Customer.
4.3. A transport insurance at the expense of the Customer is optional. Any damages due to transport have to be notified to the supplier/transport company immediately.

5. Prices and payment

5.1. All prices are indicated in EURO and do not contain Austrian value-added tax (VAT) of 20 % at present, if such VAT is required for the delivery of goods or the performance of services.
5.2. If a product/license or service has to be invoiced in a currency other than EUR, Evercyte shall have the right to convert the foreign currency to EUR based on currency rates, which are calculated individually and dependent on the current expense rates at the invoice date. The Customer gets informed accordingly before the invoice is issued.
5.3. For check payments an additional charge of EUR 50 excl. VAT gets invoiced. Foreign currencies shall be calculated according to Section 5.2.
5.4. The prices do not include costs for shipping or packaging as well as optional insurances if requested by the Customer. In case the delivery costs for whatever reason for the delivery are higher than stated, Evercyte reserves the right to adjust these costs. Evercyte will inform the Customer in advance.
5.5. In case of an actualization of prices in the online shop any information with regard to price and state of goods given by Evercyte at an earlier time is no longer binding. Evercyte shall not be liable for errors and misprints.
5.6. The prices stated by Evercyte in the online shop at the time the Customer is submitting an offer shall be relevant for the bill position.
5.7. The payment of the goods shall take place either in advance or upon billing. The purchase price as well as given shipping and packing charges shall at the latest be due upon receipt unless stipulated otherwise.
5.8. The Customer is obliged to pay the amount due within the period outlined in the invoice (if not otherwise stated 10 days from date of invoice). If the Customer does not fulfil its payment obligations within the agreed term, Evercyte is entitled to charge additional processing and dunning fees from the Customer in the amount of EUR 40 (plus applicable VAT). Evercyte reserves the right to assert claims and/or damages surpassing such amount.
5.9. If the Customer is in default with its payment, Evercyte is entitled to assert legal interests on arrears. Any further claims for damages of Evercyte remain reserved.

6. Reservation of proprietary rights

Until full payment the ordered products remain the property of Evercyte. In case of default in payment Evercyte is entitled to reclaim the product from the Customer. In this case the Customer has to bear the transport costs. The reclaim of the product does not stand for a rescission of the contract, unless this is expressly stated by Evercyte. In case of a rescission of the contract Evercyte may at its sole option claim a contractual penalty in the amount of 20 % of the order value without waiving any other available legal or contractual remedies.

7. Material Transfer Agreement

The delivery of certain products and/or performance of certain services as described within the framework of the online shop require the conclusion of a separate Material Transfer Agreement between Evercyte and the Customer.

8. Force majeure

A party shall not be held liable to the other for any delay in performance or non-performance of that party directly or indirectly caused by reason of force majeure including, but not limited to, industrial disputes, strike, lockouts, riots, mobs, fires, floods, or other natural disasters, civil strife, embargo, lack or failure of transport facilities, currency restrictions, or events caused by reason of laws, regulations or orders by any government, governmental agency or instrumentality or by any other supervening circumstances beyond the control of either party. Provided, however, that the party affected shall: give prompt written notice to the other party of
- the date of commencement of the force majeure,
- the nature thereof,
- expected duration and
shall use its best efforts to avoid or remove the force majeure to the extent it is able to do so; and shall make up, continue on and complete performance when such cause is removed to the extent it is able to do so.

9. Warranty

9.1. Evercyte warrants that
       a. cells included in the Evercyte Material shall be viable upon initiation of culture for a period of thirty (30) days after shipment
       thereof from Evercyte (“Warranty Period”) and
       b. any EVERCYTE Material shall meet the specifications on the PDS.
9.2. Purchaser’s exclusive remedy, and Evercyte’s sole liability, for breach of the warranties set forth in this paragraph is for Evercyte to, at Evercyte’s sole option, either
       a. to grant a fair and reasonable price reduction for such Evercyte Material (exclusive of shipping and handling charges), or
       b. replace the Evercyte Material.
9.3. The warranties set forth in this paragraph apply only if Purchaser handles and stores the Evercyte Material as described in the applicable PDS.
9.4. To obtain the exclusive remedy, Purchaser shall report the lack of viability or non-conformation to specifications to Evercyte GmbH, Muthgasse 18, 1190 Vienna, Austria (email: office@evercyte.com) in writing within the applicable Warranty Period. Any expiration date specified on the Evercyte Material shipment documentation states the expected remaining useful life, but does not constitute a warranty or extend any applicable Warranty Period. Except as expressly provided above, the Evercyte Material and any technical information and assistance provided by Evercyte are provided as-is, without warranties of any kind, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, typicality, safety, accuracy and/or non-infringement.
9.5. Evercyte makes no representation or warranty that the use of the Evercyte Material will not infringe any patent or other proprietary right and regarding the existence or the validity of such rights. Purchaser shall have the sole responsibility for obtaining any intellectual property licenses necessitated by its possession and use of the Evercyte Materials.
9.6. Special features and functionalities of any product/services shall only be agreed between Evercyte and the Customer, if they are explicitly documented in the product/service descriptions within the online shop.

10. Limitation of liability

10.1. These provisions shall not affect the provisions of the Product Liability Act. In case Evercyte negligently infringes a fundamental contractual obligation, the liability to compensate the Customer for damages to property is restricted to the damage typically caused.
10.2. Damage claims of the Customer prescribe six (6) months after the damages were or could have been known to the Customer.

11. Data Privacy and Data Protection

The EU General Data Protection Regulation, the Data Protection Act 2000 and the Data Protection Amendment Act 2018 stipulate the rights to protection of personal data. Evercyte processes Customer’s data exclusively on the basis of legal regulations (DSGVO, DSG 2018, TKG 2003).

Purpose, Legal Basis, Duration of Storage and Data Receiver
Customer expressly agrees that its personal information (IP-Address, Name, Address, Credit Card Details, phone number, email-address, sex) will be electronically collected, stored and processed. Evercyte needs the collected personal data for the fulfillment of the Agreement, set-off, assertion of Agreement claims, for the purpose of customer service and for advertising purposes. The data is collected, stored, processed and used for these purposes.

The legal basis for the processing of Customer’s personal data is the fulfillment of the Agreement, legitimate interests, the fulfillment of Evercyte’s legal or contractual obligations as well as Customer’s consent.

Evercyte processes Customer’s personal data, as far as necessary, for the duration of the entire business relationship (from initiation, execution to termination of the Agreement) as well as in accordance with the statutory storage and documentation obligations arising, inter alia, from the Austrian Commercial Code (UGB), the Federal Tax Code (BAO) and the termination of any legal dispute, ongoing warranty and guarantee periods, etc. In addition, the statutory limitation periods (Verjährungsfristen) are considered.
Customer’s personal information may be shared with legal entities, which also are required to protect the information. Occasionally, Evercyte may benefit from providing certain personal information about Customer to other companies with whom Evercyte has entered into a strategic partnership or who operate for Evercyte. These Service Providers can help Evercyte to process information, provide loans, execute Customer orders, deliver products, manage and maintain Customer data and provide customer service. These companies are also committed to keep Customer’s personal information in line with Evercyte’s Privacy Policy to protect Customer’s privacy.

The Customer hereby agrees to receive occasional emails about products and services of Evercyte. The subscription can be cancelled at any time in text form. Evercyte collects, stores and processes the data for their own marketing purposes. The utilization of the data for these purposes can be objected to at any time, whether all-in-all or as regards individual measures. For further information and/or adjustments to the data and/or for un-subscription please address: office@evercyte.com
For sending and managing newsletters Evercyte uses Service Providers. These have committed themselves to comply with the applicable data protection regulations. A processing contract was concluded in accordance with Art 28 DSGVO.
The data processing takes place on the basis of the legal regulations of the § 96 para 3 TKG as well as of Art 6 para 1 lit a DSGVO (consent).

Data security
Evercyte uses technical and organizational security measures to protect the stored personal data against accidental or intentional manipulation, loss or destruction and against access by unauthorized persons.

Customer’s Rights
Customer always has the right to get information about the relevant personal data stored at Evercyte or Evercyte’s Service Providers. In case there is no statutory storage obligation, Customer has the right to request the deletion of this data and object to the processing. Customer also has the right to correct the data as well as to restrict processing, to transfer data and to file a complaint with the Austrian Data Protection Authority (Wickenburggasse 8-10, 1080 Vienna, e-mail: dsb@dsb.gv.at).
Please contact Evercyte regarding Customer’s rights under office@evercyte.com or write to Evercyte: Evercyte GmbH, Muthgasse 18, 1190 Vienna.


12. Copyright

All displayed corporate symbols of other companies, pictures and graphics are a property of such companies and are protected by copyrights of the licensors. All photos represented within the framework of the online shop and on this website, all logos, texts, reports, scripts and program routines which are developments of Evercyte or have been processed by Evercyte must not be copied or used without the prior written consent of Evercyte. All further rights are reserved.

13. Jurisdiction and governing law

The competent commercial court of Vienna shall have jurisdiction over all disputes, claims or controversies arising out of, relating to, or in connection with these General Terms and Conditions, including any question regarding its formation, existence, validity, enforceability, performance, interpretation, breach or termination. However, Evercyte may at its sole option alternatively select a different place of jurisdiction to assert its claims. These General Terms and Conditions are governed by the laws of Austria except for (i) its conflict of law´s provisions and (ii) for the UN Convention on Contracts for the International Sale of Goods.

14. Validity of the General Terms and Conditions of Evercyte GmbH

By submitting an order for products/services within the online shop the Customer agrees on the General Terms and Conditions of Evercyte. The invalidity of any provision of these General Terms and Conditions shall not affect the validity of any other provision hereof. The parties undertake to replace the invalid provision with another provision, which reflects legally the originally intended commercial objectives of the parties as closely as possible. Any oral agreements have to be confirmed by Evercyte in writing.

15. Miscellaneous

15.1. The Customer is not entitled to set off any claims against payment obligations vis-à-vis Evercyte.
15.2. The Customer hereby agrees that Evercyte may wholly or partially transfer the Customer's
rights and obligations under these General Terms and Conditions to third parties. Within this context, Customer states that if Evercyte transfers its company as defined in Art 38 of the Austrian Business Code it will not raise an objection as defined in Art 38 Section 2.
15.3. The Customer shall immediately notify Evercyte in case of a change of address and/or contact details. Otherwise any communication of Evercyte to the Customer shall be deemed to be received by the Customer if addressed by Evercyte to the address/contact details originally provided by the Customer.
15.4. The terms and conditions of agreements concluded with the Customer or of special terms and conditions shall prevail over these General Terms and Conditions.