17.08.2026

General Terms and Conditions of Dynamic42 GmbH, Jena, Germany

1.1. These General Terms and Conditions (GTC) apply to all deliveries, services, and offers of Dynamic42 GmbH (hereinafter “Dynamic42”) made via its webshop as well as to contracts concluded through it.

1.2. The offer is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. Sales to consumers are not made.

1.3. By placing an order, the customer confirms that they are an entrepreneur within the meaning of Section 14 BGB.

1.4. Conflicting terms and conditions of the customer or terms deviating from these GTC shall not apply, even if Dynamic42 does not expressly object to their validity. They shall only become part of the contract if Dynamic42 expressly agrees to their validity in writing.

3.1. Dynamic42 distributes, in the field of organ-on-chip and 3D cell culture, in particular:

• hardware,
• accessories,
• courses and training,
• as well as other products and services offered in the webshop.

3.2. The type, scope, and characteristics of the respective delivery or service are determined exclusively by the respective product description, offer, or order confirmation.

3.3.Minor technical changes, design changes, or model adaptations due to technical developments are reserved, provided they are reasonable for the customer and do not materially impair the agreed functionality.

4.1. The presentation of products and services in the webshop does not constitute a binding offer.

4.2. By submitting an order, the customer makes a binding offer to conclude a contract.

4.3. The contract is concluded only upon order confirmation by e-mail.

4.4. Dynamic42 is entitled to accept orders within five working days or reject them without stating reasons.

4.5. All contractual documents may be transmitted electronically.

5.1. All prices are net prices plus the applicable statutory value-added tax.

5.2. Shipping, packaging, transport, and any customs costs shall be shown separately.

5.3. Orders below EUR 500 shall be subject to a minimum-order surcharge of EUR 50.

6.1. Deliveries are generally made against invoice.

6.2. Invoices are payable within 14 days net from the invoice date without deduction, unless otherwise agreed.

6.3. Receipt of payment by Dynamic42 is decisive for timely payment.

6.4. If the customer defaults on payment, the statutory default interest and statutory claims for compensation of further default damages shall apply.

6.5. Dynamic42 is entitled, for new customers and where there are justified doubts regarding a customer’s creditworthiness, to make deliveries only against advance payment or appropriate security.

6.6. Set-off is permitted only with undisputed or legally established claims.

7.1. Deliveries are made exclusively within the European Union.

7.2. Unless otherwise agreed in writing, all deliveries shall be made in accordance with Incoterms® 2020 DAP (Delivered At Place) to the delivery address specified by the customer.

7.3. Delivery periods are non-binding unless expressly agreed in writing as binding.

7.4. Partial deliveries are permitted insofar as they are reasonable for the customer.

7.5. Delivery dates shall be extended by a reasonable period if Dynamic42 is prevented from timely delivery by events of force majeure, other unforeseeable circumstances, or delays caused by further suppliers.

8.1. All delivered goods shall remain the property of Dynamic42 until full payment of all claims arising from the ongoing business relationship.

8.2. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business.

8.3. The customer hereby assigns to Dynamic42 all claims arising from such resale. Dynamic42 accepts this assignment.

8.4. The customer remains entitled to collect the claims until revocation.

9.1. The risk of accidental loss and accidental deterioration shall pass to the customer in accordance with the agreed Incoterms® 2020.

9.2. If shipment is delayed for reasons attributable to the customer, the risk shall pass to the customer when the goods are ready for shipment.

10.1. The customer is obliged to inspect delivered goods without undue delay upon receipt.

10.2. Obvious defects must be reported in writing without undue delay.

10.3. Hidden defects must be reported in writing without undue delay after their discovery.

10.4. In all other respects, the inspection and notification obligations pursuant to Section 377 of the German Commercial Code (HGB) shall apply.

11.1. The statutory warranty rights shall apply unless otherwise provided below.

11.2. The warranty period shall be twelve months from the transfer of risk, to the extent legally permissible.

11.3. Dynamic42 shall decide, at its own discretion, whether to remedy the defect or provide a replacement delivery.

11.4. If subsequent performance fails, the customer shall be entitled to assert the statutory rights.

11.5. A guarantee exists only if it has been expressly assured in writing or in the respective product description.

11.6. Warranty or guarantee claims shall not exist, in particular, in cases of

• natural wear and tear,
• improper operation,
• incorrect installation,
• modifications or repairs by the customer or third parties,
• use outside the technical specification,
• failure to observe operating, maintenance, or safety instructions.

12.1.1. Dynamic42 offers in-person and online training on the use of the products and platforms offered.

12.1.2. The implementation of in-person training requires that an economically necessary minimum number of participants be reached.

12.1.3. Dynamic42 shall inform the customer no later than four (4) weeks before the start of the in-person training whether the training will take place as planned.

12.1.4. If the minimum number of participants is not reached, Dynamic42 may postpone or cancel the training.

12.1.5. Participation fees already paid shall, at the customer’s request, be refunded in full or credited toward an alternative date.

12.1.6. Travel, accommodation, catering, and all other ancillary costs of participants are not included in the agreed remuneration.

12.1.7. The organization and booking of these services shall be carried out exclusively by the customer.

12.1.8. The customer may cancel free of charge up to four (4) weeks before the start of training.

12.1.9. In the event of cancellation between the 28th and 8th calendar day before the start of training, 50% of the agreed remuneration shall be charged.

12.1.10. If cancellation takes place less than eight (8) calendar days before the start of training or if the participant does not attend, the full participation fee shall become due.

12.1.11. A suitable substitute participant may be named free of charge at any time before the start of training.

12.1.12. Rebookings to a later training date are possible up to 14 days before the start of training and shall be charged at a fee of EUR 250.

12.2.1. In addition to product sales, Dynamic42 may also provide services in the form of service orders.

12.2.2. The scope, services, schedule, costs, and other applicable terms for such services shall be agreed between Dynamic42 and the customer on a case-by-case basis.

12.2.3. Such a service may be documented in an offer, an order, a statement of work, a separate service agreement, or another mutually agreed form.

12.2.4. In the event of a conflict between the General Terms and Conditions and the terms specifically agreed for the services, the terms specifically agreed for the services shall prevail with respect to those services.

13.1. Where Dynamic42 provides the customer with training materials, technical documentation, software, firmware, operating instructions, or other copyright-protected content in connection with training, services, or deliveries, the customer shall receive a simple, non-exclusive, and non-transferable right of use for its own operational purposes.

13.2. Reproduction, publication, editing, rental, distribution, or disclosure to third parties is not permitted without the prior written consent of Dynamic42 GmbH.

13.3. All copyrights, trademarks, and other intellectual property rights shall remain with Dynamic42 or the respective rights holder.

14.1. All technical documents, drawings, CAD files, models, specifications, software, firmware, source codes, algorithms, documentation, training materials, presentations, and other development documents provided by Dynamic42 shall remain the exclusive property of Dynamic42 GmbH.

14.2. The documents may be used exclusively for contractual use.

14.3. Disclosure to third parties or use for the development of the customer’s own or third-party products is not permitted without the prior written consent of Dynamic42 GmbH.

14.4. No rights are granted to any trademarks, logos, product names, or company identifiers of Dynamic42 GmbH. Use is permitted only with prior written consent.

15.1. The customer undertakes to comply with all operating, installation, safety, and maintenance instructions supplied.

15.2. The products may be used exclusively for research and development in the life sciences.

15.3. The customer shall ensure that only sufficiently qualified personnel install, commission, maintain, or operate the products.

15.4. Changes to safety-relevant components or operation outside the intended specifications shall be carried out at the customer’s own risk and may exclude warranty or guarantee claims.

15.5. Statutory maintenance, inspection, and documentation obligations must be complied with by the customer insofar as they fall within the customer’s area of responsibility.

15.6. If the customer identifies safety-relevant defects or risks, the customer shall inform Dynamic42 without undue delay and discontinue use of the affected product where this is necessary to avoid hazards.

15.7. The customer shall support Dynamic42 in legally required product safety measures, in particular product recalls, safety information, or corrective measures.

16.1. Dynamic42 shall be liable without limitation for damage caused intentionally or by gross negligence.

16.2. In cases of simple negligence, Dynamic42 shall be liable only for breach of a material contractual obligation (cardinal obligation). In this case, liability shall be limited to the damage typical for the contract and foreseeable.

16.3. To the extent legally permissible, liability for indirect damage, consequential damage, loss of profit, production downtime, data loss, and other financial loss is excluded.

16.4. The limitations of liability shall not apply to damage arising from injury to life, body, or health, in the event of fraudulent concealment of a defect, in the case of expressly assumed guarantees, or under the German Product Liability Act.

17.1. Both contracting parties undertake to keep confidential all confidential information that becomes known in the course of the business relationship.

17.2. Confidential information may be used exclusively for the performance of the respective contract.

17.3. The obligation shall continue after termination of the business relationship.

• is generally known,
• has been lawfully obtained from third parties, or
• must be disclosed due to statutory provisions.

18.1. No contracting party shall be liable for delays or disruptions in performance caused by events of force majeure.

18.2. Force majeure includes in particular:

• natural disasters,
• fire,
• floods,
• pandemics,
• epidemics,
• war,
• terrorist attacks,
• strikes,
• official measures,
• energy shortages,
• supply shortages at upstream suppliers,
• transport disruptions,
• cyberattacks on critical infrastructure, and
• other unforeseeable events not attributable to the respective party.

18.2. The affected party shall inform the other party without undue delay of the beginning and expected duration of the event.

18.3. Delivery and performance periods shall be extended by the duration of the impediment plus a reasonable restart period.

19.1. The customer undertakes to comply with all applicable export control, customs, and sanctions regulations of the European Union as well as any other relevant statutory provisions.

19.2. The customer shall not directly or indirectly transfer delivered products to countries or persons where this would violate applicable export or sanctions regulations.

19.3. If the customer breaches these obligations, Dynamic42 shall be entitled to terminate existing contracts without notice and suspend deliveries.

20.1. Personal data shall be processed exclusively within the framework of the applicable data protection regulations.

20.2. Details are set out in the currently valid privacy policy of Dynamic42 GmbH.

21.1. The customer agrees that contract-relevant information, order confirmations, invoices, and other communications may also be transmitted in electronic form.

21.2. The customer shall ensure that the e-mail addresses provided by the customer are current and that incoming messages can be received.

22.1. The law of the Federal Republic of Germany shall apply exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

22.2. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be, to the extent legally permissible, the registered office of Dynamic42 GmbH.

22.3. Dynamic42 remains entitled to sue the customer at the customer’s general place of jurisdiction.

23.1. Amendments and supplements to these GTC and other agreements must be made in writing. This shall also apply to the waiver of this written-form requirement, unless a stricter form is prescribed by law.

23.2. Should individual provisions of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected.

23.3. In place of the invalid or unenforceable provision, a provision shall be deemed agreed that comes as close as possible to the economic purpose of the original provision. The same shall apply to any regulatory gaps.