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.

Any deviating provisions of the contractual partner's general terms and conditions are hereby expressly rejected. Upon acceptance of the delivery item, the customer submits to these delivery conditions in all cases.

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 has no right to receive further information on the synthesis process or any other aspect related to the ordered product. The same applies vice versa 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.

All offers from ChiroBlock® GmbH are to be understood in such a way that the buyer must bear these costs without the need for a separate agreement to this effect.

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. Transfer of risk, place of performance

All services are provided ex works. The place of performance for all service obligations is the company's registered office. Shipping is at the customer's risk. All risks of loss of the goods or any damage to the goods, or damage to property or persons caused by the goods during transport, are borne exclusively by the buyer. Notwithstanding this provision, delivery within Germany shall be made in accordance with CPT of the Incoterms.

4. Delivery time, delivery delay, delivery method

Delivery times are non-binding unless expressly designated as binding by us. Delivery times stated for the results of research and development projects are generally non-binding. This also expressly applies to all “first-time” and “one-time” syntheses of chemicals. Compliance with our delivery obligations presupposes the timely and proper fulfilment of the customer's obligations.

If a delivery delay is so significant that further fulfilment of the contract is unreasonable for the customer, the customer may grant us a reasonable grace period with a threat of rejection. If delivery is not possible within the grace period, the customer has the right to withdraw from the contract. In this case, the customer must reimburse us at least for the costs already incurred for the fulfilment of the order.

This includes, at a minimum, the costs for purchased raw materials and the costs for labour hours performed according to the company's internal controlling. The cost of one labour 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 receive all materials purchased as well as all intermediate and finished products manufactured within the scope of their order.
The customer is not entitled to claims for damages due to non-performance. Events of force majeure and operational disruptions, including strikes and lockouts, illness, and other events that hinder our production or that of our subcontractors, in particular difficulties in procuring materials, entitle us to extend the delivery deadlines in accordance with the disruption or to withdraw from the contract without the customer being entitled to claims for damages.

Unless the parties enter into a separate agreement, shipment shall be at the discretion of ChiroBlock® GmbH. ChiroBlock® GmbH is entitled to provide the service owed by it in partial deliveries, unless the partial delivery is of no interest to the buyer and the buyer has stated this in the contract.

5. Non-acceptance, 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) do apply.

6. 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.

This also applies to invoices for partial deliveries to which ChiroBlock® GmbH is entitled under these Terms and Conditions.

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.

In the event of late payment, new customers, or reasonable doubts regarding the customer's solvency or creditworthiness, we are entitled, without prejudice to our other rights, to demand security or advance payments for outstanding deliveries. Offsetting against a claim is excluded unless the claim is undisputed or legally established. The customer is not entitled to a right of retention due to disputed counterclaims.

7. Cancellation

If the contract is terminated unilaterally by the buyer or an order/partial order is cancelled unilaterally by the buyer, the buyer must reimburse ChiroBlock® GmbH for all costs incurred as a result of the termination/cancellation of the contract. This applies in particular to cancellation and withdrawal fees charged to ChiroBlock® GmbH by suppliers, costs for the purchase of goods that cannot be returned, and all other expenses incurred by ChiroBlock® GmbH in the course of executing the contract and its termination, such as legal fees, transport costs, labor costs already incurred in accordance with Section 4, etc.

8. Disclaimer

In the event of a breach of essential contractual obligations, ChiroBlock® GmbH shall be liable, except in cases of intent or gross negligence, up to the amount of typically foreseeable damage. In particular, ChiroBlock is not liable for properties of delivered products that were not expressly specified in the contract. ChiroBlock® GmbH's liability for the breach of other, non-essential contractual obligations is excluded except in cases of intent or gross negligence.

9. 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 with respect to any application, performance or properties that were not bee specified in the quotation.
The buyer's warranty claims due to defects in the purchased item are generally limited to the right to repair or replacement. Further claims, in particular claims for damages, are excluded.

If claimed rightly, Seller bears expenses for product improvement or product substitution. Claims for any further compensation are excluded.

Products are not to be used for purposes beyond the scope agreed in the purchasing contract.

10. Guaranteed properties

Notwithstanding Section 9, the description of the purchased items in catalogues, analysis reports, and other documents of ChiroBlock® GmbH serves only to accurately describe and precisely define the purchased item. The aforementioned descriptions are not to be understood as a guarantee of quality according to Section 463 of the German Civil Code (BGB).
A warranty in the legal sense requires the prior written confirmation of a managing director of ChiroBlock® GmbH with the explicit indication that a specific property is to be guaranteed. Unless expressly agreed otherwise, ChiroBlock® GmbH products are intended exclusively for laboratory, industrial and research purposes and may not be used for any other purpose, in particular not for in-vivo diagnostic purposes, as additives in food and feed, human and veterinary medicinal products, cosmetics, or for other commercial applications in or on living beings.

11. 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.
In the event of processing or transformation of the purchased item, it is agreed that ChiroBlock® GmbH shall be deemed the manufacturer of the final product and thus shall become the owner of the same. The customer hereby assigns all claims arising from the authorized or unauthorized resale or any other legal grounds relating to the reserved goods to ChiroBlock® GmbH as security, in full, which expressly accepts this assignment.
The buyer is authorized to collect the assigned claim in its own name and for the account of ChiroBlock® GmbH. In the event of third-party access to the reserved goods, particularly in the event of seizure or foreclosure against the customer's assets, the customer undertakes to point out ChiroBlock® GmbH's ownership and to notify the customer immediately, as well as to provide all documents necessary for intervention. The buyer shall bear the costs of the intervention.

12. 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.
Claims for damages against ChiroBlock® GmbH are excluded in this respect. The buyer undertakes to indemnify ChiroBlock® GmbH against all claims for damages by third parties due to any infringement of intellectual property rights and usage rights arising from the buyer's actions.

xx. 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.
However, we are also entitled to sue the customer at the court of his registered office.
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.