AHN Biotechnologie GmbH General Terms and Conditions of Business and Sales

1. Scope of application
The following conditions apply for all offers and contracts on the purchase, work performance and our labour and materials for which we are the supplier. With this, the customer’s terms of purchase or other business conditions are considered objected. They shall not be applicable. If an individual provision of these General Terms and Conditions of Business is or becomes ineffective, the legal regulations shall apply instead; in no case the respective provision will be replaced by the customer’s terms and conditions of business. We are entitled unilaterally to change our Terms and Conditions of Business with effect for the whole future business relation with the customer after a respective notice.
Cross-border supplies need a special agreement to be able to comply with the safety regulations of the respective countries. If, due to this, taxable facts are caused in the area of the European Union (outside Germany) based on the AHN Biotechnologie GmbH’s performances, the receiver of these performances has to the fulfil obligations to pay the sales tax at his own expense.

2. Applicable law
For our General Terms and Conditions of Business, the law (jurisdiction) of the Federal Republic of Germany will be applicable cardinally.

3. Prices
Our prices are subject to value added tax. For supplied values below EUR 500.00 net we will charge a handling charge of EUR 25.00. If the customer requires an urgent delivery, he has to pay for the additional costs in each case. Apart from that, we deliver ex warehouse plus cost of packaging.
If the legal VAT increases between the date of the contract conclusion and the actual date of delivery, the agreed gross price will increase accordingly. If the customer buys the goods from us for the listed price and the listed price increases between the date of the conclusion of the contract and the actual delivery and there is a time period of at least 4 months between the conclusion of the contract and the actual delivery, the agreed price will increase accordingly. Possibly agreed discounts have also to be considered for the increased purchase price.
If the price is not agreed on the basis of the listed price, we are entitled to reasonably adjust the price subsequently. If such a price adjustment causes an significant increase of prices, the customer shall be entitled to withdraw from the contract.

4. Shipping
We arrange for the goods to be sent to the customer at his name and his own risk. This also applies when we, based on individual agreements, bear the transport costs and/or cover insurance for the transport or install or set up the delivered item at the customer's place. On the customer's request, which has to be declared when placing the order, and at the customer’s expense, we will take out a transport insurance. We shall be entitled to name our company as the beneficiary. When selecting the transport insurance company, we will exercise the care we usually exercise in our own affairs (diligentia quam in suis).
A delivery item which is announced as ready for delivery has to be accepted immediately by the orderer. Otherwise, we shall be entitled, at our discretion, to send out or store the delivery item at the customer's expense and risk and to invoice after a grace period of one week.
The customer shall note loss or damage during transport on the carrier’s receipt. Additionally, these complaints shall be reported immediately to the shipping company in writing. The customer shall immediately take all necessary actions to reserve our rights.
The customer shall notify us in writing of loss or damage caused by transport within a limitation period of one week. Damage or loss caused by transport does not release the customer from paying the purchase price to us.

5. Delivery time
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, 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 our company or at our subcontractors. In this case, our customers’ right to claim for damages shall be excluded. We are entitled to deliver partial deliveries provided that the reasonable minimum quantity is not undershot.

6. Delivery and Payment
The customer shall check and confirm the delivery note. Possible complaints have to be submitted to us in writing immediately. Otherwise, the confirmed delivered quantity shall be considered as accepted.
Customer services shall be payable immediately and strictly net. All other payments shall be payable in advance or within 30 days of the invoice date and strictly net, provided that no other details have been agreed in writing. The fulfilment of the obligation to pay shall be valid on the day we or our bank receives the money. The payments shall be free of expense and postage for our side.
In case of delayed payment, we shall be entitled to charge interest of an amount we had paid for receiving the bank credit before, but at least 5 % above the current bank rate or base rate of interest of the Deutsche Bundesbank per annum. We reserve the right to claim interest payable after the due date (§ 353 HGB (German Commercial Code)) of the same value, to claim further damages caused by the delay, as well as to act for our legal rights. The customer in his turn shall be entitled to prove that no damage or only substantially little damage has occurred due to the delay of payment.
The customer shall only be entitled to offset when his counterclaims have been legally ascertained, are indisputable, or have been accepted by us. The customer’s right of retention due to claims resulting from another contractual relation shall be excluded. The customer's rights to withhold performance are also excluded due to claims which result from the same contractual relation provided that these claims have been denied and have not been legally ascertained.
If, according to our assessment, circumstances occur, which give rise to doubts about the soundness of the company, we shall be entitled to require safety through prepayment or bank guarantee (according to the customer's option) for pending deliveries while fixing a deadline of at least one week; and delivery of the goods are to be made only concurrently or against payment.

7. Reservation of Proprietary Right and Lien
The delivered goods (subject to reservation of title) shall remain our property until all requirements for payment on the date of the respective conclusion of contract from the business relation with the customer have been fulfilled. Furthermore, the goods subject to reservation of title remain our property until our future requirements on payment are paid completely. With a running account, the goods subject to reservation of title secure our respective balance demands.
The customer shall not be entitled to transfer or to assign or to pledge the prospective entitlement of the goods subject to reservation of title. If the goods subject to reservation of title are impounded or seized by third parties including the reservation of liens, e.g. lessor’s liens and in case of other infringements of our safety rights, the customer shall notify us immediately while attaching the relevant documents. Costs of intervention by us, as far as the relevant third party has to pay for them, shall be borne by the customer.
If the customer purchases goods subject to reservation of title for the purpose of resale, only he shall be entitled to purchase them within a duly business transaction. If the goods subject to reservation of title are not designated for resale, selling-on during the period of the reservation of title without our prior authorization will not be allowed. Resale is also impermissible when the rising requirement is covered by former injunctions of the customer in the favour of third parties, for instance by a general assignment.
The receivable amounts arising from the resale of goods subject to reservation of title are assigned to us in full, with all subsidiary rights and security rights, already now with effect on the date of their creation. With this, we accept the assignment. If goods subject to reservation of title are resold together with other goods, the assignment shall be carried out for the amount, we have partially invoiced the customer for the respective goods entitled for the reservation of title. All assignments are preferably carried out for us.
If the customer includes the receivable amounts from his resale of the goods subject to reservation of title in an existing current account relation with his purchases, the accordingly accepted current account balance claims and the closing balance claims are assigned to us in this respect, as individual (partial) requirements are included, which would have been assigned according to above mentioned provisions, if they had not been receivables which were to be paid into the current account.
The customer can, as long as he meets his obligations to pay to us, collect the receivables for himself in the course of a sound business procedure. The assignment of the outstanding accounts is excluded. This does not apply in the case of the assignment for the purpose of the collection of receivables in the way of factoring, when, at the same time, the obligation of the factor is explained, to achieve that the equivalent of the amount of our required part has to be paid to us as long as we have requirements against the customer.
The customer’s right of resale of the goods subject to reservation of title and of collecting the receivables expires with the customer’s delayed payment of more than one month, in case of suspension of payment, in case of a noting of a cheque or a bill with the customer, in case of impoundment of goods subject to reservation of title or the application to open insolvency proceedings, in case of a total enforcement process or of extrajudicial or judicial composition proceedings referring the customer’s property. We are to be informed immediately about these occurrences. A list of the present goods subject to reservation of title is to be sent to us. The goods subject to reservation of title are to be stored separately and have to be returned to us immediately on request. Additionally, we are entitled to collect the receivables assigned to us. After withdrawal from the contract or after setting a final deadline with threat of refusal according to § 326 BGB (German Civil Code) and unsuccessful expiration of time, we shall be entitled to use freely returned goods subject to reservation of title.
The customer is entitled to insure the goods subject to reservation of title at his own expense for the usual risks, in each case, however, at the minimum against fire, storm, water and theft sufficiently at the replacement value and has to prove the insurance cover to us upon request. With this, the customer assigns his claims, which he is legally entitled to from the insurance company and/or other third parties in the connection with the goods subject to reservation of title for the value of the part of these goods we are legally entitled to. With this, we accept the assignment.
To objects, which are handed over by our customers for executing a contract for work and services, a lien is justified for all our requirements in the course of this contract for work and services. This also applies for the requirements which result from former and future contracts for work and services with the customer.
So far our secured requirements are not only secured preliminary for more than 120% through goods subject to reservation of title and/or assignment or other securities, at our own choice we will release security rights upon the customer’s request up to the limit mentioned above. For the assessment of the securities the realizable profit from utilization of the securities has to be assumed. The requirements have to be estimated according to the principles of correct accounting and the unaccrued interest has to be discounted.

8. Warranty
The statutory warranty period of 6 months applies for replacement parts, repairs and used devices. A warranty period extended by 6 months applies for other new goods whereby the total warranty period of one year starts on the delivery date.
Properties are only guaranteed, when they are explicitly specified in the contract. Orally agreed data, e.g. dimensions, performance descriptions and other details on the nature of the delivered object are for specification and are not guaranteed properties.
The customer is obligated to check properly the delivered goods immediately at his own expense and to immediately notify to us in writing if there are any defects, wrong deliveries, wrong deliveries which are obviously not approvable, or small quantities. A limitation period of one week after the receipt of the delivery applies for the notification. Hidden faults are to be notified in writing immediately after their detection.
Possible defects of a partial delivery do not entitle to reject the remaining part of the agreed quantity, unless the customer can approve that the acceptance of only one part of the delivery is not reasonable for him under consideration of the circumstances.
Damages which are caused by external influences, improper treatment, improper operation, unusual wear, or corrosion, are excluded from the warranty. This especially applies when defects are caused because the delivered product has not been operated or serviced according to the operating instructions, or spare parts, one-way-material or supplies have been used which were not recommended by us.
The customer’s warranty entitlements are limited to a claim for remedy or replacement on our choice. If the remedy and replacement deliveries are not successful within a reasonable time period, the customer shall be entitled to choose between conversion and reduction. This right is limited to the referring delivery as long as such a limitation is not unreasonable for the customer due to the nature of the things. If the agreed quantities of delivery are not reached, the customer shall only be entitled to a reasonable reduction after the correction of faults goes wrong. This does not apply, when the performance parameters are explicitly ensured or the acceptance of the delivered goods is not reasonable under the given circumstances. Warranty entitlements for the performed remedies expire within three months after finishing the remedy or the replacement delivery but not before the end of the original limitation period. Any further claims, especially claims for damages, are limited according to the provisions in Paragraph 9 (Liability). This especially applies for consequential damages.

9. Liability
Liability on damages or non-contractual obligations is excluded. The exclusion is especially referred to the compensation of lost profit or consequential damages. The exclusion of liability does not apply in case of our own gross negligence or of our executive personnel’s or our auxiliary personnel’s gross negligence.
If a delivery delay is caused by our own fault or the delivery will not be possible due to our own fault, the claims for damages will be limited to the proven damage, however, to the maximum of 8% of the value of the delivery item or the performance to be delivered, which cannot be used according to the planned purpose. This limitation of liability does not apply in case of malice aforethought and gross negligence.
The above mentioned exclusions of liability and the limitations do not apply when the damage is compensated by the existing employer’s liability insurance. Claims under the product-liability law remain unaffected.

10. Returns
Returns of proper goods need our prior authorization. This especially applies for goods which have been delivered on the basis of a contract for work and service or labour and material as private label or OEM products. In case the goods are returned, we will charge 10 % of the value of goods, but at least EUR 50.00 as partial handling costs, if our consent does not depend on further performances supplied by the customer.

11. Place of performance and venue for disputes
Place of performance for the customer’s obligation to pay shall be Nordhausen. Place of jurisdiction shall be the Court or the District Court, which are responsible for Nordhauen. The place of jurisdiction for all disputes with business people, legal entities under public laws and special public law funds shall be the Court or the District Court, which are responsible for Nordhausen.
Generally the laws of the Federal Republic of Germany shall apply. The seller may, however, elect to have such disputes decided by the courts having jurisdiction at the domicile of the Buyer. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not be applicable.

Nordhausen, January 2007