T&C terms and conditions

We will confirm your order subject to the exclusive application of the following standard terms and conditions of sale.

SECTION 1 SCOPE AND EXCLUSIVITY OF THESE T&C

(1) These standard terms and conditions exclusively govern all deliveries, works, and services performed by Alnapharm AG & Co. KG (us/we) for the customer. They also apply exclusively to future contracts with the customer, without this needing to be included again, including if we deliver the goods in the knowledge of deviating or conflicting conditions. Deviating or conflicting conditions are not recognized by us unless we have expressly agreed to these conditions in writing.

(2) Alnapharm AG & Co. KG only enters into contracts with legal entities governed by public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). These standard terms and conditions of sale only apply to entrepreneurs and legal entities within the meaning of clause 1. By placing an order, the customer attests that it falls under the above definition.

SECTION 2 OFFER/ACCEPTANCE/PLACE OF PERFORMANCE

(1) All offers from Alnapharm AG & Co. KG are non-binding.

(2) Orders submitted by the customer are binding. The contract enters into force when we confirm the order by means of an order acknowledgment in text form within the meaning of Section 126b BGB (letter, fax, or email). If the customer’s order represents an order within the meaning of Section 145 BGB, we are entitled to accept this order within two weeks from receipt of the order. If the customer forgoes receiving an order acknowledgment in text form, the contract enters into force when the order is acknowledged by telephone. First-time customers will receive an order acknowledgment for their first order.

(3) The agreed place of performance for all contractual partner services is the registered office of Alnapharm AG & Co. KG. If the customer wants the goods to be transported, the deliveries are carried out by shipping ex works.

SECTION 3 PRICES/PAYMENT

(1) Our prices are in euros ex works plus the respective statutory sales tax and excluding packaging and shipping costs, unless otherwise expressly agreed. The prices are those on the current Alnapharm AG & Co. KG price list, unless otherwise agreed.

(2) Prices of products not on the current Alnapharm AG & Co. KG price list are not subject to fixed prices due to market fluctuations. If the market price for such products increases by an amount that is unacceptable to Alnapharm AG & Co. KG following conclusion of the contract, Alnapharm AG & Co. KG may proportionally increase the price to the customer.

However, the customer can withdraw from the contract if the price has risen by more than 5 percent.

(3) Payment of the net price is due within 30 days of the invoice being issued. After the due date, default interest shall be calculated at a rate of 8% above the respective base rate per annum. We reserve the right to assert further damages caused by the default.

SECTION 4 EXCLUSION OF OFFSET/WITHHOLDING

The customer is only entitled to offset payments insofar as its counterclaims are undisputed or have been legally established.

The customer is only entitled to exercise withholding rights on the basis of counterclaims from the same contractual relationship.

SECTION 5 DELIVERY/PARTIAL DELIVERIES/CUSTOMER OBLIGATIONS FOR EXPORT

(1) The delivery and performance deadlines specified by us are an indication only and are only binding if they have been expressly agreed in at least text form. The deadlines for deliveries and services begin in principle when the order acknowledgment is sent, but not before all technical queries and essential questions regarding execution of the contract have been clarified between the parties in a binding manner.

The performance deadline is met if the contractual goods have left the warehouse by this deadline or readiness for dispatch has been notified, (2) delivery is subject to customer’s obligations being fulfilled correctly and on time, including any obligations to cooperate. The right to raise objection to non-fulfillment of the contract is reserved

(3) In the event of default of acceptance or other culpable breach of obligations to cooperate by the customer, we are entitled to compensation for the resulting damage or loss, including any additional expenditure. The right to make further claims is reserved. In this case, the risk of accidental loss or accidental degradation of the goods passes to the customer at the time of the default of acceptance or other breach of the obligations to cooperate.

(4) We are entitled to make partial deliveries, provided this is not unreasonable for the customer. We can list each partial delivery separately on the invoice. If Alnapharm AG & Co. KG exercises its right to make partial deliveries, packaging and shipping costs shall only be charged once.

(5) The customer is obligated to obtain all official permits if the export of our products is subject to statutory export and import regulations.

SECTION 6 SHIPMENT/TRANSFER OF RISK

(1) The risk of the destruction, loss, or damage to the products or other performance to be rendered by us and the obligation to bear costs related to the products, is transferred to the customer as soon as readiness for collection has been notified to the customer.

(2) If the customer requests that the goods be shipped in deviation from Section 3 (2), the risk of the accidental loss or accidental degradation of the goods passes to the customer at the time of dispatch or when the consignment has been handed over to the company carrying out the transportation. Deviating agreements must be concluded in writing.

SECTION 7 RESERVATION OF OWNERSHIP

(1) The goods shall remain our property until all payments from all contracts with the customer have been received in full. In the event of breaches of contract by the customer, including default or delay in payment, we are entitled to take back the goods.

(2) The customer must handle the goods with care, take out adequate insurance and, if necessary, maintain the goods.

(3) If the price owed has not been paid in full, the customer must immediately inform us in writing if the goods are subject to the rights of third parties or other interventions by third parties.

(4) The customer is entitled to resell the goods subject to reservation of ownership in the normal course of business. In this case, however, the customer shall assign all claims from such a resale to us regardless of whether

it takes place before or after any processing of the goods delivered under reservation of ownership. Notwithstanding our right to collect the receivable ourselves, the customer remains authorized to collect the receivable even after the assignment. In this context, we undertake not to collect the receivable, so long as and to the extent that the customer fulfills its payment obligations, no application is made to file for insolvency or similar proceedings, and there is no suspension of payments.

(5) If the above-mentioned securities exceed the secured receivables by more than 10%, we undertake to release the securities of our choice upon the customer’s request.

SECTION 8 INCOMING GOODS INSPECTION/WARRANTY/RESTRICTIONS

The following limitations of liability only apply under the restrictions in Section 9. Mandatory legal claims will not be waived.

(1) A prerequisite for any of the customer’s warranty rights is the proper fulfillment of all obligations to inspect and notify defects in accordance with Section 377 of the German Commercial Code (HGB). In the case of chemical products, the customer is obligated to carry out an incoming goods inspection on the products, which also relates to the chemical composition.

(2) A cut-off period of one year from receipt of the goods applies for the notification of defects that were not apparent.

(3) The customer’s warranty claims are limited to a claim for repair or replacement at our discretion.

If the supplementary performance fails or is unreasonable for us, or if we refuse it due to disproportionate costs, the customer is entitled to choose to withdraw from the contract or request a price reduction. This right is limited to the affected delivery, provided such a limitation is not unreasonable for the customer due to the nature of the matter.

(4) Warranty claims lapse within one year of the transfer of risk, and becoming aware of all the circumstances justifying the claim.

(5) The above-mentioned limitations and restrictions to the warranty in clauses 2, 3 and 4 are subject to the constraints of Section 9.

SECTION 9 LIABILITY

(1) In the event of willful negligence, fraud, or gross negligence on our part or on the part of our representatives or agents, we are liable in accordance with the legal regulations; this is also the case in the event of a culpable breach of essential contractual obligations. Unless there is intentional breach of contract or fraud or we give a different guarantee of quality or durability, our liability for damage is limited to foreseeable, typically occurring damage.

(2) Liability due to culpable injury to life, limb, or health remains unaffected, as does liability in accordance with the Product Liability Act.

(3) Unless otherwise expressly regulated above, our liability is excluded.

SECTION 10 APPLICABLE LAW, CONTRACT LANGUAGE, JURISDICTION

(1) This contract is subject to the laws of the Federal Republic of Germany (excluding the UN Convention on Contracts for the International Sale of Goods).

(2) The contract language is German. An English translation of these T&C provided to the customer is non-binding and has no bearing on the interpretation of this contract. The customer acknowledges that it is itself responsible for a technical and linguistic translation if it lacks knowledge of German.

(3) Exclusive jurisdiction for all disputes arising from or in relation to this contract is Hamburg.