General Terms and Conditions of Syntares Unipharm GmbH

1. General Provisions; Contracts

1.1 The following General Terms and Conditions govern all deliveries and performances of Syntares Unipharm GmbH. Upon placing an order the buyer (merchants in the legals sense of § 24 AGBG) automatically accepts our General Tems and Conditions. Any contrary or supplementary conditions, particularly general terms of purchases imposed by the customer, become applicable only when they are stipulated to in writing.

1.2 We sell our merchandise only to customers that are entitled under pertinent legal provisions to possess our products. As a matter of principle, no deliveries are made to individual persons.

1.3 Our offers remain valid for four weeks unless another term has been agreed on.

1.4 Orders addressed to Syntares Unipharm GmbH must be made in writing unless some other arrangement has been made. Syntares Unipharm GmbH in turn issues a written confirmation that it has received the order. The written confirmation of receipt of order may be replaced by proper fulfilment of the order and/or delivery of the wares. Orders are deemed offers to conclude a contract; we reserve the right to refuse orders. No written confirmation of contract
is necessary. If a contract is refused, the customer must be so informed at once. Any change in an order must be communicated in writing to Syntares Unipharm GmbH. Within the bounds of reason, Syntares Unipharm GmbH will endeavour to satisfy any change in orders by a customer. However it expressly reserves the right to verify the conditions and terms of delivery.

1.5 When we decide to comply with any cancellation or rescission of a contract on the part of a customer, the latter must make good the concomitant expenses.

1.6 The products of Syntares Unipharm GmbH are intended to be used in laboratories or for purposes of research and may not be used for other purpose unless the contrary has been specifically stipulated. In particular they may not be used as pharmaceutical active principles, for in vivo diagnostic purposes, as supplements to food or animal feed, as human or veterinary medical products or cosmetics or for other commercial purposes.

2. Information on Quality, Specifications

The products we deliver conform to the quality and composition reported on the delivery note attached to them on delivery. We issue product certificates and test warrants only at the customer’s special request. Each of these refers only to one specific batch. All data on labels, product certificates and test certificates refer solely to the contractual composition of our products. They contain no assurance of their properties and consequently do not represent any guarantee against possible damages concomitant upon any defect they may have.

3. Prices

3.1 Our prices are quoted as sales prices without VAT. All other costs, as for example freight, customs duties, insurance premiums and any requested or necessary special packaging, are charged separately.

3.2 Once the merchandise has been handed over to the shipping company, risk is transferred to the customer. Shipments to other countries are subject to a surcharge determined by our current list of shipping prices. Any customs duties, taxes, shipping costs, etc, that may arise when goods are shipped to foreign countries must be borne by the customer.

4. Payment and Billing

4.1 Unless a contrary agreement has been reached, our invoices come due 14 days after the date of the invoice, without discount. If the customer is in arrears with payment, we reserve the right to charge arrearage interest of 5% over the current base interest rate of the European Central Bank, unless it is shown that damages amount to less. This does not exclude the possibility of higher damages for arrearage.

4.2 The customer may refuse payment only within the permissible bounds and only on grounds resulting from the same contract. A customer may set off claims it may have on us only to the extent that we have acknowledged such claims as valid and due or they have been determined by a final judgement.

5. Packaging and Shipping

5.1 We package and ship of our products in accordance with the safety requirements of the regulations for hazardous goods in its current form.

6. Extent of Delivery, Delivery Dates and Times

6.1 Delivery dates and times are only approximate unless we have expressly designated them in writing as binding. The delivery term begins on the day we confirm receipt of an order, but not until all technical and commercial details have been settled and any required permits have been submitted. Any change the customer may request in the order during the delivery term leads to a proportionate lengthening of the delivery term.

6.2 Partial fulfilment of orders is permissible.

6.3 If unforeseen events occur we are entitled to delay shipment for the duration of the hindrance plus a reasonable time for preparation. An unforeseen event is any circumstance that we are unable to prevent by exercise of reasonable care, depending on the nature of the order. Examples are war, measures of monetary or trade policy or other government action, internal unrest, acts of God, fire, strikes, lockouts, any lack of inputs for which we are not responsible, interruptions of transport or of operation, and any other form of force majeure that endangers, substantially hampers or prevents
fulfilment of the contract. In such a case we are entitled to rescind the contract without paying damages. The customer may demand that we state whether we rescind or ship within a reasonable time. If we fail so to state, the customer may rescind the contract. The customer may not refuse partial delivery or partial fulfilment.

6.4 Should we delay, the customer must grant a reasonable extension. If during this extension we fail to ship the merchandise, once the extension elapses the customer is entitled to rescind the amounts that we failed to ship before the extension elapsed. If we are unable to fulfil within the stipulated time the customer’s only recourse is to cancel the order. There is no right to demand damages.

7. Retention of Title

7.1 All shipped goods remain our property pending fulfilment of all claims arising from the business relationship as a whole, regardless of the legal grounds, even when payment has been made for specifically designated claims. When an account is open, retention of title serves to secure the balance of our claim.

7.2 The customer must immediately report to us any attachment by third parties or other encroachment on the merchandise whose title we retain.

8. Warranty and Liability

8.1 The customer must inspect the shipment at once upon receipt. Visible errors or deficiencies must be reported within 10 days; invisible deficiencies must be reported as soon as they are discovered. If the shipment is defective Syntares Unipharm GmbH is firstly entitled to remedy the deficiency within a reasonable time. If no remedy is forthcoming, or it is tardy or unsatisfactory, the customer is entitled to a rebate. All further claims are explicitly ruled out, particularly claims to damages of any kind. Exceptions exist in the case of mandatory legal provisions, in particular regarding damages for intentional or grossly negligent conduct.

8.2 If we fail to comply with aforesaid warranty obligations or if such compliance fails to achieve its aim, the customer is entitled to reduce payment or, as the customer may choose, to rescind the contract; the warranty is deemed to have failed if a deficiency is not remedied despite two successive attempts to provide replacements or to make good the deficiency.

8.3 No other or further warranty claims exist. This is the case likewise for any claims for damages arising from deficiencies that are not present in the shipped item itself, namely consequential damages. If guaranteed characteristics are lacking, claims for damages may be asserted only in the measure in which the guarantee was intended to protect the customer specifically against damage of the kind that occurred. Unearned profits and other economic losses do not provide a basis for claims.

8.4 The customer must pack and label any vessel containing especially hazardous materials (e.g. explosive, toxic, carcinogenic or radioactive materials and those that pose biological hazards like HIV, etc.) in accordance with guidelines currently in effect. Furthermore the customer must provide to Syntares Unipharm GmbH all available documentation on known risks of the material that is shipped or is to be manufactured (e.g. product safety data sheets, etc.). Failure to do so makes the customer liable for any damages to property or persons that may be caused by such materials. If the customer knows that the substance that is to be produced poses a danger and nonetheless fails to provide pertinent information on risks, Syntares Unipharm GmbH may rescind the contract and charge the customer for the resulting costs.

9. Confidentiality

Both Syntares Unipharm GmbH and the customer undertake to keep secret any information they may receive from each other in connection with the fulfilment of an order. Specifically they undertake:

10. General Limitations on Liability

10.1 Unless these General Terms of Business otherwise specify, Syntares Unipharm GmbH shall become liable for damages resulting from violation of contractual or non-contractual duties only in the event of intent or gross negligence. However Syntares Unipharm GmbH shall become liable for intentional or grossly negligent acts on the part of any of its agents fulfilling contractual obligations provided such agent occupies a supervisory position and furthermore violates essential contractual obligations.

10.2 All claims against Syntares Unipharm GmbH, whatever their legal basis, shall become void after one year at the latest unless the law provides for briefer terms of limitation or these are stipulated in these General Terms of Business.

10.3 Above provisions do not affect claims arising out of personal damages or damages to items of personal use under the Product Liability Act (Produkthaftungsgesetz).

11. Place of Fulfilment, Court of Jurisdiction and Applicable Law

11.1 The place of fulfilment for our shipments and services is the place of business of Syntares Unipharm GmbH (Düsseldorf, Federal Republic of Germany), which likewise determines the court of jurisdiction.

11.2 All legal relations between us and the customer shall be governed solely by the applicable law of the Federal Republic of Germany regulating legal relations between parties domiciled within the Federal Republic of Germany.

12. Severance Clause

If one or more provisions of these General Terms of Business are void, this does not affect the validity of the remaining provisions. If a provision is void it shall be replaced by those provisions that most resemble it regarding its economic sense and purpose.