1. General Terms

Terms and Conditions hereof are part of any contract between the ChiroBlock® GmbH as a Seller of goods and services and any Buyer. No waiver, alteration or modification of any the provisions hereof shall be binding on the Seller unless made in writing and agreed to by a duly authorized official of the Seller. The Buyer agrees these terms by acceptance of the goods delivered from the Seller.

2. Contracts

All offers by the ChiroBlock® GmbH are made without any obligations. The ChiroBlock® GmbH is only bound to orders if confirmed in writing or upon delivery of the ordered goods, reports, documentations. Offers from ChiroBlock GmbH may include both tangible goods and intangible goods such as information, research reports, designs, ideas, inventions, or documentation on development or production processes. When ordering goods, the customer is not automatically entitled to additional information. The same applies inversely when ordering intangible goods.

All prices do not include value added taxes. Buyer shall reimburse Seller for all taxes, customs duties, excise or other charges which Seller may be required to pay to any Government upon this sale, production or transportation of the products sold hereunder. Any of the terms and provisions of Buyer's order which are inconsistent or at variance with the terms and provisions hereof shall not be binding on the Seller and shall not be considered applicable to the sale or shipment of goods and materials referred to herein.

3. Shipping conditions

The scheduled shipping or delivery date is our best estimate of the time the products will be shipped and we assume no liability for loss, damage or consequential damages due to delays. Delivery times stated for the results of research and development projects are generally non-binding. This also explicitly applies to all initial and one-time syntheses of chemicals. Seller shall under no circumstances be responsible for failure or delay in filling any order or orders.

If a delivery delay is so significant that further contract fulfillment is unreasonable from the customer's perspective, the customer can grant us a reasonable grace period with a threat of rejection. If delivery cannot be made within the grace period, the customer has the right to terminate the contract. In doing so, the customer must reimburse us at least for the costs already incurred for fulfilling the order. This includes at least the costs for purchased raw materials and costs for labor hours performed according to internal company controlling. The cost of one labor hour is determined from ChiroBlock's current annual price list for resource-based orders (EWH daily rate divided by 8 hours). In return, the customer is entitled to delivery of all materials, manufactured intermediate products, and products purchased as part of their order.

Seller is allowed to exceed delivery dates or to cancel the contract when failures or delays are due to: fires, floods, riots, strikes, freight embargos or transportation delays, shortage of labour, inability to secure fuel, material, supplies or power at current prices or on account of shortages thereof; acts of God or of the public enemy, any existing or future laws or acts of any Government (including specifically but not exclusively any orders, rules or regulations issued by any official or agency of any such government) affecting the conduct of Seller's business with which Seller in its judgement and discretion deems it advisable to comply as a legal duty; or to any cause beyond the Seller's reasonable control. In the event of inability, for any reason, to supply the total demands for the material specified in Buyer's order, Seller may allocate its available supply among any or all purchasers, as well as departments and divisions of seller, on such basis as Seller may deem fair and practical without liability for failure or performance which may result there from. If necessary for any reason, Seller may supply ordered goods as part deliveries. In this case and if Buyer only is interested in the simultaneous delivery of all goods ordered, Buyer is allowed to cancel the total order.

Notwithstanding this provision, delivery within Germany shall be made in accordance with CPT of the Incoterms.

4. Nonacceptance, Claims

If Buyer does not accept ordered products delivered by the Seller or if Buyer causes any delay in acceptance, Buyer is liable for any damage and additional expenses caused thereby. No claims of any kind, whether as to products delivered or for non-delivery of products, shall be greater in amount than the purchase price of the products in respect of which such damages are claimed; and failure to give notice of claim within eight (8) days from the date of delivery, or the date fixed for delivery respectively, shall constitute a waiver by Buyer of all claims in respect to such products. No charges or expenses incident to any claims will be allowed unless approved by an authorized representative of Seller. Products shall not be returned to Seller without Seller's permission. The remedy hereby provided shall be the exclusive and sole remedy of the Buyer; and right of the Buyer to consequential damages is excluded. Buyer is obliged to store claimed products for an appropriate period free of charge. Claims have to be in writing and must specify the defect clearly. §§ 377, 378 HGB (German Trade Law) have to be applied.

5. Prices and Payment Conditions

All prices are subject to change without notice. Material to be billed at the price in effect at the time the contract is concluded. Unless otherwise stated in the order confirmation, payments are due without deduction 30 days after the invoice date and are payable by bank transfer to a bank account specified by us, net. In case of delay Seller charges interests at a rate of 4,5% above the Basic Interest Rate of the European Central Bank, at least at a rate of 11% p.a. Seller is entitled to insist on advance payment if there is any doubt as to Buyer's financial responsibility or if the Buyer ordered for the first time.

6. Warranty

The Seller warrants that products are of the quality described in catalogues, analytic reports and other documents published by the ChiroBlock® GmbH. These statements are no assurance of properties according § 463 BGB (German Civil Code). An assurance of this kind requires approval in writing by an authorized representative of Seller. Seller makes no warranty, express or implied, that products meet Buyers requirements. If claimed rightly, Seller bears expenses for product improvement or product substitution. Claims for any further compensation are excluded. Products of the ChiroBlock® GmbH are for laboratory use only. Buyer is not allowed to use them for any other purpose, e.g. as food additives, for drugs or cosmetics.

7. Ownership

The ChiroBlock® GmbH holds all rights of ownership of the products delivered as long as the price has not been paid by the Buyer in total. The same applies to all goods made of these products.

8. Patents

Seller does not warrant that the use or sale of the products delivered hereunder will not infringe the claims of any patent or any rights of third-party owners of registered trademarks covering the product itself or the use thereof in combination with other products in the operation of any process.

9. Final Terms

This sales agreement is governed by German laws, excluding international, bilateral agreements, especially the Trade Law of Den Haag and the UN-Trade Law. Legal venue is Dessau, Germany. Any of the terms and provisions of Buyer's order which are inconsistent or at variance with the terms and provisions hereof shall not be binding on the Seller and shall not be considered applicable to the sale or shipment of the materials mentioned and referred to herein. Unless Buyer shall notify Seller in writing to the contrary as soon as practicable after receipt of the absence of such notification, the Buyer's acceptance of the goods shall be equivalent to buyer's assent to the terms and conditions hereof.