General Terms and Conditions of the E-shop

PREAMBLE AND INTRODUCTORY PROVISIONS

These General Terms and Conditions (hereinafter referred to as the “Terms”) govern, in accordance with applicable legal regulations and European Union regulations, the mutual rights and obligations of the contracting parties arising in connection with or on the basis of a purchase contract (hereinafter referred to as the “Contract”) concluded between the seller and the buyer through the seller’s online store at the website nextrabiochem.eu (hereinafter referred to as the “E-shop”).

The operator of the E-shop, the provider of the online platform, and the contractual seller is the entity specified in Article 1 of these Terms. These Terms are binding on every visitor to the E-shop and every buyer who places an order through the E-shop. By submitting an order, the buyer expressly confirms that they have duly acquainted themselves with these Terms prior to concluding the Contract, agree to them without reservation, and accept them in the wording valid and effective at the moment the order is submitted.

ARTICLE 1: IDENTIFICATION OF CONTRACTING PARTIES, ROLES AND MISSION OF THE PORTAL

1.1. Contractual Seller (Seller):

• Name: MALAM – PAGI – SORE LTD
• Registered Office: 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF
• Company Number: 17441114
• Contact E-mail: info@nextrabiochem.eu
• (hereinafter referred to as the “Seller”)

1.2. Fulfillment, Logistics and Service Company:

• Name: Hainburg, s. r. o.
• Registered Office: Prúdová 329/3A 821 05 Bratislava, SR
• Company ID (IČO): 56216513
• (hereinafter referred to as the “Fulfillment Company”)

1.3. Characteristics of the Website and Services: The E-shop at the domain nextrabiochem.eu serves as a specialized online interface for the presentation and distribution of laboratory chemicals, research substances, compounds, and related laboratory accessories. The subject of the offer consists exclusively of products intended for scientific, analytical, and research purposes. The website is not intended for the general consumer public for regular consumption, medical treatment, or personal use.

1.4. Role and Responsibility of the Fulfillment Company:

• The Fulfillment Company ensures complete logistical and administrative background on the basis of an exclusive agreement with the Seller, in particular order management, goods storage, physical packaging, dispatch, processing of incoming payments, customer service, and technical communication with customers.
• Scope of Responsibility: The Seller is the sole bearer of legal liability for the fulfillment of obligations arising from the purchase contract towards the buyer. The Fulfillment Company acts in relation to customers as an authorized representative/performer of services for the Seller. The Seller is responsible for the actual quality, content, declared properties, and delivery of the goods. The Fulfillment Company is responsible for the proper provision of logistical services.
• Receipt of Funds: The Fulfillment Company is authorized, in the name and on behalf of the Seller, to accept payments from buyers, transport, and courier companies (including cash-on-delivery and cashless payments). These financial funds are not the property of the Fulfillment Company, but are received exclusively for the Seller and are subject to subsequent settlement between the Seller and the Fulfillment Company.

1.5. Communication and Contact Channels:

• Main E-mail for all types of communication, inquiries, complaints, and submissions: info@nextrabiochem.eu
• Communication between the contracting parties takes place primarily in electronic form via e-mail messages or contact forms located on the E-shop.

ARTICLE 2: DEFINITION OF BASIC TERMS

For the purposes of these Terms, beyond the terms defined in the text, the following apply:

• Price: The financial amount stated for specific goods including all taxes and fees, but excluding the shipping price.
• Shipping Price: Costs associated with packaging, dispatch, transport, and delivery of goods to the address specified by the buyer.
• Total Price: The sum of the Price of the goods, the Shipping Price, and any additional fees associated with payment (e.g., cash-on-delivery fee).
• Buyer: Any natural or legal person (entity) who enters the E-shop, creates an order, and concludes a Contract with the Seller.
• Consumer: Any buyer – a natural person who, when concluding and performing the Contract, does not act within the scope of their business activity, employment, or profession.
• Entrepreneur: A person who purchases goods within the framework of their business activity or independent gainful activity.
• Order: An electronic form submitted by the buyer through the E-shop, representing the buyer’s binding proposal to conclude a purchase contract with the Seller.
• Cart: The virtual environment of the E-shop into which the buyer stores selected goods while browsing the site, where they can modify the quantity, types of goods, and check the Total Price at any time before submitting the order.

ARTICLE 3: NATURE OF GOODS, PROFESSIONAL COMPETENCE AND EXCLUSION OF LIABILITY (RUO CLAUSE)

3.1. Exclusive Purpose of Goods (Research Use Only):

• All substances, compounds, chemicals, and materials presented and sold through the E-shop are intended exclusively for laboratory, scientific, analytical, testing, and in vitro research purposes (Research Use Only – RUO).

3.2. Buyer’s Declaration and Guarantee of Professional Competence: By submitting the order, the buyer expressly, solemnly, and irrevocably declares, confirms, and guarantees that:

1. They are an adult person (at least 18 years of age) with full legal capacity, and they fully understand the nature and properties of the purchased goods.
2. They possess the necessary professional knowledge, skills, education, and instrumentation for safe handling of laboratory chemicals and research material in compliance with strict international and general safety standards.
3. They are purchasing the goods exclusively for scientific, analytical, and research purposes in a controlled laboratory environment.
4. Strict Prohibition of In-Vivo, Human, and Veterinary Use: The buyer undertakes that the purchased goods will not be applied to humans or animals in any way, will not be used for human or veterinary consumption, will not be ingested, injected, used for any clinical tests on living organisms, diagnostics, cosmetic purposes, or as a dietary supplement, medicine, or food.

3.3. Complete Exclusion of Liability of the Seller and the Fulfillment Company:

• Neither the Seller nor the Fulfillment Company bear any liability for any false statements on the part of the buyer, for failure to comply with safety protocols during handling, for improper treatment, for damage to property, health, life, or for any other direct or indirect harm caused by the misuse of the goods contrary to their intended purpose (RUO) or contrary to these Terms.
• The total burden of proof and legal responsibility for compliance with the purpose of use passes exclusively to the buyer at the moment of taking over the goods.

ARTICLE 4: PURCHASING PROCESS, CART AND CONCLUSION OF THE DISTANCE CONTRACT

4.1. Browsing and Selection of Goods: The buyer may browse the range of goods in the E-shop. By clicking the “Add to Cart” button (or equivalent button), the buyer places the selected goods into the Cart.

4.2. Creation and Review of the Order:

• In the shopping cart, the buyer has an overview of the selected goods, their price, quantity, and total costs including the Shipping Price.
• Before bindingly submitting the order, the buyer is obliged to fill in the required identification, invoicing, and delivery data (name, address, e-mail, telephone number).
• The buyer has the right and obligation to check and modify all entered data before submitting the order.

4.3. Conclusion of the Distance Contract and Language Mutations:

• By clicking the payment obligation button (e.g., “Order with payment obligation”), the buyer submits a binding Order to the Seller. Before pressing this button, the buyer must confirm by checking the appropriate box that they have acquainted themselves with these Terms and agree to them.
• The purchase contract at a distance is concluded at the moment when the Seller (or the Fulfillment Company on its behalf) delivers to the buyer an electronic confirmation of order acceptance to the e-mail address provided by the buyer in the order.
• The Contract is concluded in the language mutation chosen by the buyer in the E-shop interface, while the supported languages for contract conclusion and communication are Czech (CZ), English (ENG), German (DE), Italian (IT), or Spanish (ESP). The written execution of the contract (order and confirmation) is archived in the electronic systems of the Seller/Fulfillment Company and will be made available to the buyer upon request.

4.4. Reservations Regarding Availability and Manifest Errors:

• In the event of a system technical error, a manifestly erroneous price (e.g., a zero price or a manifest typo in the decimal point), the Seller is not obliged to deliver the goods at such an erroneous price. The buyer will be informed of this fact without undue delay, and a corrected offer will be presented.

ARTICLE 5: PRICE AND PAYMENT CONDITIONS

5.1. Prices: All product prices stated in the E-shop are final (including applicable taxes and fees, if the seller is a payer thereof), while they do not include the Shipping Price, which is added during the order creation process depending on the selected delivery method.

5.2. Methods of Payment: The buyer may pay the Total Price using the following methods:

1. Bank transfer to a bank account: Advance payment based on payment details (invoice / payment instructions) that will be delivered to the buyer after order creation. Goods are dispatched only after the total amount is credited to the account of the Seller/Fulfillment Company.
2. Cash on Delivery (COD): Payment in cash or cashless form directly to the courier or at a pickup point upon receipt of the shipment. An additional handling fee for cash on delivery may be charged.

5.3. Retention of Title: The goods remain the full and exclusive property of the Seller until the Total Price is fully paid and the goods are properly taken over by the buyer.

ARTICLE 6: TRANSPORT, DELIVERY AND PENALTY CLAUSE FOR FAILURE TO TAKE OVER THE SHIPMENT

6.1. Delivery Conditions:

• Delivery of goods is realized through contractual transport and courier companies to the delivery address specified by the buyer.
• Delivery is possible within the member states of the European Union.

6.2. Obligations upon Receipt of the Shipment:

• The buyer is obliged to check the integrity of the packaging and the condition of the shipment upon receipt. In the event of obvious damage to the packaging, re-taping, or suspicion of unauthorized handling, the buyer is obliged to refuse acceptance of the shipment from the carrier and immediately inform via e-mail (info@nextrabiochem.eu).

6.3. Failure to Take Over the Shipment and Penalty Compensation of Costs:

• The buyer is obliged to take over the ordered and delivered goods at the agreed time and place.
• In the event that the buyer does not take over the shipment (resp. unreasonably refuses to take it over, or the shipment is returned as undeliverable for reasons lying on the side of the buyer – e.g., incorrectly entered address, absence at the address), a material breach of the purchase contract by the buyer occurs.
• In such a case, the Seller (resp. the Fulfillment Company on its behalf) is entitled to claim full compensation from the buyer for all purposefully incurred costs associated with unsuccessful delivery, return transport, packaging, storage fees, and administrative procedures associated with processing the unissued shipment. The buyer undertakes to pay these costs on the basis of a notice (invoice) with a maturity period of 14 days from its delivery.

ARTICLE 7: WITHDRAWAL FROM THE CONTRACT (CONSUMER RIGHTS IN THE EU)

7.1. Right of Withdrawal Without Giving a Reason:

• If the buyer is a Consumer, they have the right, in accordance with EU consumer protection regulations, to withdraw from the distance purchase contract without giving a reason within a period of 14 days from the day of taking over the goods.

7.2. Exceptions to the Right of Withdrawal (Health Protection and Packaging Integrity): Due to the specific nature of the sold goods (laboratory chemicals and research materials), the consumer cannot withdraw from the contract in the case of:

• Goods delivered in a protective packaging which has been broken, opened, damaged after delivery, or where for hygienic, safety, and warranty reasons it is not possible to verify the integrity and harmlessness of the contents after opening.
• Goods that have been manufactured or modified according to the specific requirements of the consumer or custom-made.

7.3. Procedure and Consequences of Withdrawal:

• The consumer exercises the right of withdrawal in writing (by e-mail to info@nextrabiochem.eu).
• Upon withdrawal, the consumer is obliged to send the goods back to the designated address of the fulfillment center (or hand them over to an authorized person) no later than 14 days from the delivery of the notice of withdrawal. The costs of returning the goods shall be borne by the consumer in full.
• The Seller shall refund the payments received from the consumer, including the costs of the cheapest standard delivery method, within 14 days from the delivery of the notice of withdrawal, but no earlier than upon proof of dispatch of the goods back or upon physical delivery of the returned goods back to the Seller/Fulfillment Company.

ARTICLE 8: LIABILITY FOR DEFECTS AND COMPLAINTS PROCEDURE

8.1. Basic Provisions:

• The rights and obligations of the contracting parties regarding liability for defects in goods are governed by generally binding regulations of the European Union and rules of international trade.
• The detailed procedure for claiming defects, handling complaints, time limits, and methods of remedy are regulated in a separate document Complaints Procedure, which is freely available on the E-shop.

8.2. Out-of-Court Dispute Resolution (ADR/ODR):

• If the buyer-consumer is not satisfied with the manner of handling a complaint, they have the right to contact the Seller with a request for remedy via e-mail (info@nextrabiochem.eu).
• For consumers within the European Union, the official European Commission platform ODR (Online Dispute Resolution) is established for online dispute resolution, available at the website: [https://ec.europa.eu/consumers/odr/](https://ec.europa.eu/consumers/odr/).

ARTICLE 9: GOVERNING LAW, JURISDICTION AND APPLIED LEGISLATIVE STANDARDS

9.1. Supremacy of the European Legal Framework and International Trade: These Terms, the entire process of electronic conclusion of distance contracts, as well as the actual realized sale of goods and related cross-border performance, are primarily governed by the binding legal order of the European Union and relevant harmonized directives for the digital market and consumer protection. The contractual relationship is strictly subordinated in particular to the following key European legislative acts:

• Directive 2011/83/EU of the European Parliament and of the Council on consumer rights, amending Council Directive 93/13/EEC and Directive 1999/44/EC of the European Parliament and of the Council and repealing Council Directive 85/577/EEC and Directive 97/7/EC of the European Parliament and of the Council;
• Directive (EU) 2019/771 of the European Parliament and of the Council on certain aspects concerning contracts for the sales of goods;
• Directive 2000/31/EC of the European Parliament and of the Council on certain legal aspects of information society services, in particular electronic commerce, in the Internal Market (Directive on electronic commerce);
• Regulation (EU) No 1215/2012 of the European Parliament and of the Council on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (Brussels Ia recast);
• Regulation (EC) No 593/2008 of the European Parliament and of the Council on the law applicable to contractual obligations (Rome I).

9.2. Application of Mandatory Rules of the Buyer’s Home State: In addition to the above directly applicable European directives and regulations of the Seller’s registered office, purchase contracts in which the buyer acts as a Consumer are also subject to the mandatory (binding and non-waivable) consumer protection provisions valid in the legal order of the specific state to which the goods are delivered on the basis of the order (the state of habitual residence/delivery of the buyer within the member states of the EU). The Seller hereby declares that it fully respects the imperative norms of the country of destination, while in the event of any conflict between general provisions and the mandatory norm of the buyer’s home state, the legal norm that provides the consumer with a higher and stricter degree of legal protection shall prevail.

9.3. Complete Exclusion of National Jurisdictional Ties of Local Fulfillment and Reservation of Force Majeure:

• In these Terms and during the business activity of the E-shop, the application of any local national supervisory inspections of the physical fulfillment site as supervisory authorities over the e-shop itself or the sale is expressly excluded, since the contractual and legal entity of the seller is an international company. Supervisory competencies and mechanisms of out-of-court dispute resolution are applied exclusively in accordance with cross-border EU platforms and at the place of the Seller’s registered office or through competent authorities in the country of delivery to the buyer.
• Force Majeure: The Seller is not liable for delays in the performance of obligations caused by events beyond control (force majeure, natural disasters, widespread outages of logistics networks, public authority measures). In such a case, performance deadlines are extended by the duration of the obstacle.

ARTICLE 10: FINAL PROVISIONS

10.1. Amendments to the Terms: The Seller is entitled to unilaterally amend or supplement the wording of these Terms at any time. Amendments take effect on the day of their publication on the E-shop. For already concluded and ongoing purchase contracts, the Terms in the wording effective at the moment of submitting the respective order by the buyer shall apply.

10.2. Severability of Provisions: If any provision of these Terms is or becomes invalid, ineffective, or unenforceable, the validity of the other provisions shall not be affected thereby. In place of the invalid provision, a provision shall apply whose meaning approximates the invalid provision as closely as possible.

These General Terms and Conditions enter into force and effect on September 15, 2026.