General Terms and Conditions of Sale and Business of AHN Biotechnologie GmbH

1. General
All deliveries and services are based on the following Terms and Conditions. Deviating conditions issued by the buyer are not binding, even if they are not explicitly contradicted. The buyer accepts the General Terms and Conditions of the AHN Biotechnologie GmbH as legally binding by order placement or/and acceptance of the goods. In case of entrepreneurs, this also applies to pending and all further deliveries and services. The current issue of the General Terms and Conditions of the AHN Biotechnologie GmbH shall be valid as from 1 June 2017.

2. Offers and Orders
Prepared offers are always not binding. If the offer has been accepted by the orderer, the terms of sale shall be considered as accepted in their entirety. AHN Biotechnologie GmbH shall immediately respond to received offers. If the AHN Biotechnologie GmbH does not immediately oppose received offers, the offer will be seen as accepted. Therefore, deviating terms of sale and delivery issued by the orderer shall not be binding for the AHN Biotechnologie GmbH. Orders as well as any verbal side agreements require written confirmation. The exceptions to this are subsequently made verbal agreements. If within 24 hours after order confirmation the order needs to be not changed, this applies the order confirmation as bonded. in the case of non-compliance or cancellation of the order a  net order value is immediately payable up to 25%.

3. Prices
The final calculation will be carried out on the basis of the prices applicable on the date of the delivery plus VAT. In this respect, the quotations, provided in the offer and the confirmation, are not binding. Price changes are allowed when more than four months are between the conclusion of the contract and the agreed date of delivery. In case, wages, material costs, or the market-related cost prices increase after that period and before the completion date of the delivery, the AHN Biotechnologie GmbH shall be entitled to reasonably increase the price owing to the increase in costs. The orderer is only entitled to withdraw when the increase of the price does not only insignificantly exceed the increase of the general living costs within the period of order and delivery. If the orderer is a businessman, a corporate body under public law, or a special fund under public law, the price changes will be possible according to the before mentioned regulations provided that more than six weeks are between the conclusion of the contract and the agreed date of delivery. The prices shall apply, unless otherwise agreed, ex-works, excluding freight, custom duties, insurance and packaging. In case of delivery values below 250.00 euros, a processing charge of 25.00 euros will be charged. If unexpected changes of the goods and/or of the incidental expenses of the goods occur after the acceptance of a contract that make the fulfilment of the contract unacceptable, the contract shall be adapted to the changed conditions. The contract adaptation and the Vendor's possibility of cancellation must be reasonable for the Buyer. If no agreement will be achieved thereby, the AHN Biotechnologie GmbH will be released from the contractual obligation without the Buyer's possibility to make compensation or liability claims. The exceptions to this are compensation or liability claims due to injury to life, body, or health with intent and gross fault.

4. Delivery and Shipment
The delivery is ex-works. In case of contracts and with deliveries to entrepreneurs, the goods are generally delivered on account and at the Buyer's risk. The Buyer also bears the risk if the freight is prepaid. If requested, we are willing to cover transport insurances only by invoicing the insurance rate and do not accept assume the obligation to obtain insurance. The AHN Biotechnologie GmbH is entitled to name itself as beneficiary. The vendor shall not be responsible for delays in delivery or services due to force majeure and due to events which considerably complicate the delivery or indeed render it impossible - this includes in particular strikes, lockouts, official directives etc. - also when these events occur at the sites of the vendor's suppliers or their subcontractors - even in case the vendor is bound by agreed terms and dates. They shall entitle the vendor to defer the deliveries or services for the period of hindrance plus an appropriate start-up time, and completely or in part, to withdraw from the contract due to unfulfilled terms of contract. The user will be entitled to withdraw if the performance is not available. The user explicitly undertakes to inform the contractual party immediately about the non-availability and to reimburse the counter-performance. Immediately after the completion or if the goods are ready for delivery, the orderer shall take over the goods. In case of default in taking delivery, the costs and the risk of storage shall pass to the orderer. The same applies to closing of railway lines and other transport possibilities that make the shipment impossible.

5. Date of delivery
The delivery time stated in the order confirmation is an approximate date and is determined under consideration of the known facts. If these facts change until the end of delivery period through no fault of our own, or other events which cannot be accounted for by us obstruct the delivery in due time, the delivery deadline will be extended reasonably. Delivery delays due to operating disruptions, regulatory actions or force majeure cause a reasonable extension of the delivery deadline. Force majeure is also to be understood to include industrial action including strikes and legitimate lockouts at the AHN Biotechnologie GmbH or our subcontractors' sites. In this case, our customers’ right to claim for damages shall be excluded. With this, partial deliveries shall be eligible provided that the reasonable minimum quantity is not undercut.

6. Payment
The purchase price is payable net (for entrepreneurs) or gross (for consumers) on delivery of goods if not otherwise agreed. If the period of payment is exceeded, the AHN Biotechnologie GmbH shall be entitled to charge interest counted from the due date which refers to the value of the rate that we had to pay for the used bank loan, at least, however, of 5 % above the current bank rate of the Deutschen Bundesbank and to refuse the further fulfilment of the contract. Expenses for debt recovery and reminding shall be on the buyer's account. With this, payments shall be paid directly. The buyer is not allowed to set-off any payments, insofar not undisputed or legally effective claims, or counterclaims which are ready for a decision and counterclaims arising from the synallagmatic relation are affected.

7. Reservation of ownership
Until the full payment of the delivery and the regulation of all accounts payable from the business relation including interest, expenses as well as until the coverage of possible current account balance, AHN Biotechnologie GmbH reserves the property right for the delivered goods as well as in the commercial legal relations for the goods that have been manufactured using our goods. In this case, the goods will be reclaimed from the buyer without setting a final deadline or a letter of resignation if the Buyer does not meet its obligations despite of dunning notice. In the commercial legal relations, with this, the property includes the products that are produced by processing of the goods subject to retention of title or their mixtures to their full value. If the property right of third parties in the goods that are processed or mixed remains in force, we shall acquire co-property (§§ 947, 948 BGB) proportional to the invoice values of the goods to be processed. The buyer is obliged to keep the goods that are subject to retention of title safe and free of charge. As long as the buyer duly fulfils its liabilities against the AHN Biotechnologie GmbH, it shall be revocably entitled to have the goods that are subject to retention of title at its disposal in an ordinary business routine.

It shall not be authorized to pledging and assignment as security or other encumbrances. If the buyer is an entrepreneur, with this, it already assigns its claims from the resale of the goods owned or partially owned by the AHN Biotechnologie GmbH (§ 947 subparagraph 1, § 948 BGB) to the AHN Biotechnologie GmbH as a precaution. If the settlement of the claims is at risk, the buyer has to inform its customers about the assignment on request and has to pass all required information and documents to the AHN Biotechnologie GmbH. The buyer must immediately report about third parties' access to the goods that are subject to retention of title and assigned claims.

8. Notifications of defects, guarantee
The buyer is explicitly responsible for application, use, and processing of the ordered goods. In the commercial legal relations, the buyer is obliged to check the goods immediately when delivered and to confirm the delivery note. Is this examination neglected, it will not be possible to claim for defective goods or the delivery of goods which do not refer to the ordered goods afterwards. Complaints concerning obvious defects can only be considered when they are made within 5 days after the goods arrived at the place of destination. If the goods are sold per FOB, complaints shall be made in a timely manner so that the shipment of obviously wrong or defective goods can be avoided. If the goods are sold per CIF- or C&F, the limitation period for filing a complaint will be 14 days after the arrival of the goods in the port of entry. A notice of defects does not release from the obligation to pay. In case the goods have been delivered on time and the suppliers have accepted the complaints, the orderer shall only be entitled for rescission of sale but not for price changes. The AHN Biotechnologie GmbH reserves the right to deliver replacement goods for the complained and returned goods. In case the subsequent delivery fails again, the buyer shall be entitled to have the legal rights to withdraw from the contract. The above-mentioned paragraphs finally include the warranty for the product and exclude other warranty claims of any kind. Complaints on latent/not obvious defects have to be brought to notice immediately after they have become recognizable, however, in commercial legal relations, this has to be within 6 months after the receipt of the goods and in case of contracts with consumers, this has to be within the statutory warranty period. Warranty services are only possible under the corresponding conditions of the individual suppliers.

9. Applicable law, place of jurisdiction, partial nullity
The Law of the Federal Republic of Germany shall be applicable for these terms of business and the entire legal relationship between the vendor and the buyer excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) as well as possible inter-governmental agreements. This also applies if the Buyer's place of business is abroad or the delivery shall be sent from or to abroad.

If the buyer is a merchant within the meaning of the Commercial Code, a legal entity under public law, or public/statutory special funds, the place of business of the AHN Biotechnologie GmbH shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from this contractual relation. Should any provision of these terms of business or a provision within the scope of any other agreements be or become ineffective, this shall not affect the validity of any other provisions or agreements.

Nordhausen, 1 May 2017

AHN Biotechnologie GmbH | Uthleber Weg 14 | D-99734 Nordhausen | Tel.: + 49 (0)3631 / 65242-0 | Fax: + 49 (0)3631 / 65242-90