Terms and Conditions — Bionta Plant GmbH

I. General

1. We conclude our business exclusively under the terms below, which also apply to future business relationships even if no special reference is made or explicit agreement is reached in a given case. Deviating oral agreements are effective if, when concluding them, the parties clearly expressed their intention that the orally agreed arrangement shall apply notwithstanding any written‑form clause. Otherwise, deviations require our written confirmation to be legally effective. A single instance of leniency in enforcing our rights does not constitute a waiver of these terms. Our silence in response to statements or actions by customers or other persons—especially their representatives—shall in no case be deemed consent.

2. The purchase contract is formed with our customers under the following General Terms and Conditions. We are entitled to withdraw from the contract or demand immediate cash payment if, before or after conclusion, facts become known that call the customer’s creditworthiness into question. The same applies if such facts concern a party to a bill of exchange. If we do not exercise our right of withdrawal, the customer is, at our option, obliged to pay the invoice amount immediately or transfer adequate security to us for the invoice amount. We are further entitled in such cases to cancel additional contracts already concluded and to claim damages for non‑performance. Our claim for damages for non‑performance amounts—without prejudice to further claims—to 15% of the purchase price attributable to the undelivered goods, unless the contracting partner proves a lesser loss.

3. Delay in delivery presupposes deliverability and a written reminder from the customer. In the event of disruptions of any kind affecting deliverability, delivery periods shall be extended accordingly. Our delivery times are generally non‑binding. We are entitled to make partial deliveries. In the event of delay, the customer is entitled to withdraw from the contract only after setting a reasonable written grace period. We are liable in cases of intent and gross negligence. Otherwise, liability is excluded unless there is culpable injury to life, body, or health. We are released from the obligation to deliver and to meet contractual delivery dates by circumstances that cause operational disruptions at our supplier or in our own operations and that directly or indirectly hinder or prevent production, delivery, etc., or have similar effects, in particular war, strike, transport disruptions, import and export bans, force majeure, accidents, vehicle repairs, etc.

4. If wage or other price increases occur between conclusion of the contract and performance, we are entitled to increase the agreed prices accordingly. In relation to non‑merchants, we are entitled to a price increase only if at least four months lie between order and delivery.

5. All prices are exclusive, i.e., plus value‑added tax and other statutory charges at the prescribed rates.

6. Customers are released from their payment obligation only if the invoice amount is paid into one of our bank or postal accounts, or in cash to us or to a third party provided with our written authority. Payments other than cash are deemed made on the day we can dispose of the invoice amount without recourse. Bill of exchange costs and discount charges are borne by the customer. The customer is not entitled to withhold payments in whole or in part or to set off with counterclaims unless the claims/counterclaims are undisputed or finally adjudicated. Any deferment implied by acceptance of a bill may be revoked by us at any time without justification. Statutory provisions apply in the event of default. For merchants, we are entitled, in the event of default, to interest at nine percentage points above the base rate and a flat fee of €40. For non‑merchants, five percentage points above the base rate apply. We reserve the right to assert further default damages; the customer may prove lesser damage. If a customer undertakes to settle our invoice within eight days, we reduce the invoice by the discount amount. If the payment deadline is exceeded, we are entitled to reclaim the discount amount. In the event of default, all outstanding, not yet due claims become payable immediately without deduction.

7. Retention of title: The goods sold remain our property until the customer has paid all claims arising from the business relationship, in particular any current account balance. This does not apply to non‑merchants. For non‑merchants, the goods remain our property until the customer has paid the full purchase price. To secure the claim from the invoice or other existing claims, the customer assigns to us its present and future claims against third parties arising from the resale of the goods delivered by us. We undertake to release assigned claims insofar as the amount of the assigned claims exceeds our claim by more than 20%. The customer must notify us without delay of third‑party access to our property and support us in asserting our ownership. The customer bears the costs of legal enforcement or defense of our ownership. If we take back the goods, this shall not be deemed withdrawal from the contract. We may take over the goods at the realizable price or sell them; the costs of taking back the goods are borne by the buyer.

8. The delivered goods must be inspected immediately upon receipt. Non‑conformity or defects must be notified to us in writing within seven days of receipt; otherwise, the goods shall be deemed approved. Hidden defects must be notified in writing immediately upon discovery. This does not apply to non‑merchants. In the case of timely and justified notice of defects, we are entitled to determine the type of cure (replacement delivery/repair). If cure fails, the customer is entitled to withdraw from the contract or demand a reduction of the purchase price. Otherwise, in cases of contractual or non‑contractual liability, we are liable for intent and gross negligence in accordance with statutory provisions. Liability for damages resulting from injury to life, body, or health and liability under the Product Liability Act remain unaffected. The foregoing rights of our customer are suspended as long as the customer has not duly fulfilled obligations owed to us from this or other transactions.

9. Should any agreement made within these terms be invalid or void, the validity of the remaining provisions shall not be affected. The parties undertake to replace any invalid provision with a new agreement that comes as close as possible to the invalid one in economic meaning and legal effect.

10. Place of performance and jurisdiction for all direct disputes arising from the contractual relationship, including obligations under bills of exchange, is Cuxhaven.

II. Biological Products

The foregoing General Terms and Conditions apply to the sale of biological articles, unless otherwise regulated in the above special agreements.

Only annual or volume agreements and standing orders require our written confirmation to be legally effective. Unless time‑limited, annual agreements are valid for one year and automatically renew for another year unless terminated in writing at least four weeks before expiry. We reserve the right to terminate agreements early with eight weeks’ notice without stating reasons.

All prices apply ex works or ex warehouse, unless otherwise noted in our offers and order confirmations. The risk of transport is borne by the buyer.

Urgent shipments or advance partial shipments are delivered freight collect, taking the customer’s shipping preferences into account.

For weight indications, the time of filling is decisive.

The normal delivery time is approximately 14 days after conclusion. Deliveries under annual and scheduled orders are made on the dates set and agreed with us.

All brochure information and application instructions are provided to the best of our knowledge and belief. The stated application instructions (concentrations and temperatures as well as exposure times on the instructions for use, etc.) for the preparations are therefore based on experience and average values.

The buyer undertakes to handle loaned packaging, containers, etc. with care. These items must be returned in an undamaged and complete condition and will then, where applicable, be credited with the corresponding calculated amount. Deductions from the invoice before the return of empties are not permitted. When empties are taken back, transport costs are borne by the customer unless otherwise agreed in individual cases. The shipper of empties is always the customer, even if we arrange shipment.

We expressly reserve the right to change product names and formulations. We are liable for gross negligence and intent. Otherwise, liability is excluded.