General Terms and Conditions of the Alethia Life Sciences AG


1. Validity

All current and future deliveries and services of Alethia Life Sciences AG - hereinafter referred to as ALETHIA – shall be governed solely by these general terms and conditions (GTC) in their latest version. Any deviations from our general terms and conditions, in particular the customer's general terms and conditions, only apply if and as far as we have recognized them in writing. Any terms and conditions of purchase received by us are hereby expressly rejected. Any changes and additions to our general terms and conditions must be made in writing. This also applies to any waiver of the written form requirement.


2. Offer, order confirmation, accuracy of information and technical specifications

Unless explicitly stated otherwise, any offers from ALETHIA are non-binding and revocable at any time. They are only to be understood as an invitation to submit purchase offers by the customer. The customer is bound to any order placed or purchase offer for four weeks from receipt by ALETHIA. A contract is only concluded when the order is confirmed in writing by ALETHIA or when the goods ordered are delivered. Any and all information in brochures, advertisements, etc. are non-binding, unless explicitly stated otherwise. ALETHIA expressly reserves the right to replace ordered items with different but technologically comparable or better items or to make changes to specific parts of equipment or the exact chemical specifications for deliveries within the framework of a contract, provided that these changes are not of a fundamental nature, the contractual purpose is not restricted in any significant way and the interests of the buyer are not unreasonably impaired.


3. Prices

Unless stated otherwise, our prices are deemed to be in Euro EXW (INCOTERMS 2010). If the conditions on which the formation of our prices was based on, in particular currency parities or governmental taxes, charges, fees, customs duties, etc., were to vary between the order confirmation and the contractually agreed delivery date, we shall be entitled to adapt our prices and other terms of supply to prevailing circumstances. Insofar as our prices generally decrease or increase in the period between the order confirmation and delivery, the new prices apply to the quantities still to be delivered. In the event of an increase, the customer can cancel the delivery contract.


4. Transfer of risk, delivery times, damages

Unless explicitly stated otherwise, transfer of goods and risk takes place at ALETHIA's business premises. If delivery is postponed at the buyer's request, or delayed for any reason beyond ALETHIA's control, the risk shall pass to the buyer at the time the delivery was originally scheduled to leave ALETHIA's business premises. From this moment, the products shall be stored and insured for the account and at the risk of the buyer. ALETHIA assumes no liability for compliance with certain delivery times, unless otherwise expressly agreed. Specified delivery dates are only guidelines and neither fixed nor explicitly guaranteed. Agreed delivery times can only be adhered to if the buyer has fulfilled all obligations incumbent on him (for example, timely payment of an agreed down payment, complete provision of any documents to be provided, etc.). In the event of subsequent changes or additions by the buyer, all delivery times are to be extended appropriately. Any delivery deadline is met if the goods have been dispatched or readiness for dispatch has been communicated to the buyer by the time it expires. If ALETHIA does not meet delivery dates, the customer must set ALETHIA a reasonable grace period in writing, which begins with the receipt by ALETHIA. The grace period must be at least 10 business days. The buyer can only demand compensation for non-performance if ALETHIA or its agents have caused the damage with intent or through gross negligence. The right to rescind the contract remains unaffected. Even in the event of fixed or guaranteed deadlines and dates, ALETHIA is not responsible for delays in delivery or performance due to force majeure. Force majeure includes, in particular, war, riot, interventions by high authorities, measures in the context of labor disputes, strikes or lockouts, lack of raw materials or energy, as well as unavoidable operational or transport disruptions such as power failure, fire, water ingress or weather conditions that impair transport. This also applies if the above conditions apply to ALETHIA's sub-suppliers or ALETHIA is not supplied by them through no fault of their own, despite corresponding contracts that would have covered the needs arising from the agreement with the buyer. In this case, ALETHIA is entitled to postpone the delivery or service for the duration of the hindrance plus a reasonable catch-up period or to rescind the contract in whole or in part because of the part that has not yet been fulfilled. If the hindrance lasts longer than a month, the buyer is entitled, after setting a reasonable grace period, to rescind the contract with regard to the part that has not yet been fulfilled. In case ALETHIA is responsible for non-compliance with bindingly promised deadlines or dates, or if it is in default for other reasons, the buyer is entitled to compensation for delay or default to the amount of 0.5% for each completed week of delay, but no more than a maximum of 5% of the notional value of the delivery and services affected by the delay. Any further claims, in particular claims for damages of any kind, are excluded unless the customer can prove that the occurred damage is typical and foreseeable. ALETHIA is entitled to pre-deliveries, partial deliveries and partial services at any time. Delivery quantities and dimensions are approximate. An over- or under-delivery of up to 10% of the ordered quantity is permissible. In case of varying quantity assessments, the quantity determined at the place of dispatch is binding for both parties. Unless explicitly stated otherwise, all deliveries are for internal use only.


5. Default of acceptance by the buyer, damages

If the buyer does not accept the goods, ALETHIA is entitled to rescind the contract and to demand compensation for non-performance after setting and unsuccessful expiry of a grace period of at least 10 business days. In this case, 15% of the purchase price can be demanded as compensation without further proof, unless customer can prove that the real damage was lower. ALETHIA expressly reserves the right to compensation for any additional damages that it actually incurred. Instead of asserting the above-mentioned rights, ALETHIA is also entitled, after setting and unsuccessful expiry of a reasonable period of time, to otherwise dispose of the goods and then to fulfill its contract with the buyer within an appropriately extended period. If the dispatch of the goods is delayed by more than one month after notification of readiness for dispatch at the request of the buyer, ALETHIA is entitled to compensation for the costs incurred by the storage. In case storage takes place on ALETHIA's premises at least 1% of the notional value of the goods shall be charged to the buyer for each commenced month of storage.


6. Payments, offsetting

Unless otherwise agreed, all invoices are payable immediately without deduction. Deductions for postage, transfer fees and insurance charges are not permitted. In exclusion of any general statutory provisions and rejecting any different provisions of the customer, ALETHIA determines which claims are met by payments made by the customer. ALETHIA is not obliged to any further performance prior to the payment of all due amounts, including default interest and the settlement of any damages. In case the customer is in arrears with any due payment, ALETHIA can, after warning, demand advance payments for all outstanding goods and/or services from any contract before delivery or performance. The setting-off of any claims of ALETHIA against any counter-claims raised by the buyer is not admissible for any reason.


7. Default of Payment

In case the buyer does not meet his payment obligations, in particular does not cash a check or suspend his payments and allows a grace period set for him to expire, ALETHIA is entitled to call the entire remaining debt due, even if bills of exchange or checks have been accepted. The same applies if ALETHIA becomes aware of other circumstances that give rise to significant or well-founded doubts about the creditworthiness of the buyer - such as the opening of judicial or extrajudicial settlement proceedings, rejection of a bankruptcy petition or negative credit report about the creditworthiness of the buyer. In this case, ALETHIA is also entitled to demand advance payments or security deposits with regard to all contracts and to rescind these contracts after a reasonable grace period and to demand compensation for non-performance. Interest on arrears is due immediately. ALETHIA is also entitled to charge a fee (including third-party costs) of € 50 plus VAT for the processing of bounced checks that have not been cashed or returned direct debits. This amount does not apply in case ALETHIA can prove greater actual damages, or the buyer can prove lesser actual damages.


8. Retention of title

Until all claims (including balance claims) to which ALETHIA is entitled now or in the future against the buyer and/or its affiliated companies for whatever legal reason are settled in full, ALETHIA shall be granted the following securities, which it will release upon request at its discretion, provided that their value exceeds the claims for more than 30%. All goods delivered by ALETHIA remain the property of ALETHIA. Processing or reworking is always carried out for ALETHIA as the manufacturer, but without any obligation for ALETHIA. In the event that ALETHIA's (joint) ownership expires as a result of combination, it is already agreed that the buyer's (joint) ownership of the unitary item shall be transferred to ALETHIA on a pro-rata basis (the basis is the invoice value). The buyer will store ALETHIA's (co-) property free of charge and carefully. Goods to which ALETHIA is entitled to (co-) ownership are referred to below as goods subject to retention of title. As long as the buyer is not in arrears with payments to ALETHIA, he is entitled to process and sell the goods subject to retention of title in the ordinary course of business. However, forfeiting or transfer as a security are not permitted in any case. Seizure by other creditors must be reported to ALETHIA immediately. As a precaution, the buyer hereby assigns the claims arising from the resale or any other legal reason (e.g. claims against insurance or from tort) with regard to the goods subject to retention of title in full - or, if applicable, in the amount of ALETHIA’s co-ownership share - to ALETHIA. ALETHIA revocably authorizes the buyer to collect the assigned claims for the account of ALETHIA in its own name. A revocation may only be made if the buyer does not meet his contractual obligations towards ALETHIA. At the request of ALETHIA, the buyer must disclose the assignment and provide ALETHIA with the necessary information and documents.

If the buyer does not resell ALETHIA for advance payment or immediate cash payment, the retention of title will be passed on to his customers in such a way that he will independently reserve ownership to them until payment has been made in full. In the event that third parties - in particular the bailiff - gain access to the goods subject to retention of title, the buyer must point out the ownership of ALETHIA and notify ALETHIA immediately. The buyer bears costs and damage caused by such access. The buyer is obliged to insure the goods subject to retention of title against theft, destruction, damage and other impairments at his own expense. In the event of breach of contract by the buyer - in particular in the event of default of payment - ALETHIA is entitled to take back the goods subject to retention of title at the buyer's expense or, if necessary, to demand the assignment of the buyer's claims for surrender against third parties. Unless otherwise stipulated by law, the taking back or the seizure of the goods subject to retention of title by ALETHIA does not constitute a withdrawal from the contract. Insofar as ALETHIA is entitled to take back the goods subject to retention of title and the products manufactured with them according to the above regulations, the buyer (his temporary administrator, settlement administrator or mass administrator) grants ALETHIA and its agents the irrevocable right to use his business premises at normal business times, if necessary with vehicles, for the purpose of collecting the goods subject to retention. The buyer also has to provide access to his books and to provide all information, insofar as this is relevant for ALETHIA’s claims for separation. The buyer must keep records of the inventory, processing and sale of goods subject to retention of title in a way that guarantees ALETHIA's rights from the retention of title.


9. Warranty for sales contracts

The return of goods subject to complaint takes place at the risk of the customer. For checking unjustified or incomplete returns of rejected goods, ALETHIA can charge a processing fee of € 50 plus VAT. If the delivery item is defective or does lack any guaranteed properties or if it becomes defective within the statutory warranty period due to manufacturing or material defects, ALETHIA will either deliver a replacement or improve it. Any other warranty claims of the buyer are excluded. Guaranteed properties are only such properties that have been expressly designated in writing as guaranteed properties. The performance of warranty work does not result in any extension of the warranty period for the product - apart from the cases provided by law. A precautionary exchange of device parts is only carried out to remedy defects that have been reported and without acknowledgment of the warranty claim "in a different manner". The buyer must notify ALETHIA in writing of obvious defects immediately, but no later than 10 working days after delivery. It is the responsibility of the buyer to check the usability of the products for their suitability for the intended processes and purposes. The defective delivery items are to be kept ready for inspection by ALETHIA in the condition in which they were at the time the defect was discovered. In the case of business with registered traders, the buyer must immediately check the shipment for transport and other damage upon arrival and immediately notify ALETHIA of any damage or loss by means of a written report stating the exact circumstances. A breach of the above obligations excludes any warranty claims against ALETHIA. Consequential damage from warranty or justified compensation is also excluded in this case. ALETHIA is only liable for the lack of warranted properties to the extent that the assurance was aimed at protecting the buyer from the damage that occurred. There is therefore no liability for atypical, unforeseeable damage. If the buyer proves damage caused by a quality defect in the delivered goods, then, in the case of liability on the part of ALETHIA, the maximum amount of the damage to be reimbursed shall be the purchase price attributable to the quantity used. The notification of defect does not release the buyer from any of its payment obligation. If ALETHIA's application-, operating-, processing- or maintenance-instructions are not followed, changes are made to the products, parts are replaced or consumable materials are used that do not correspond to the original specifications, or interventions are made by bodies or persons not expressly authorized to do so, or if any other improper use, processing or treatment of ALETHIA’s products takes place, any warranty is voided. If there is a defect and one of the above criteria is met, the buyer has to prove that the defect did not result from the occurrence of one of the above conditions. Used devices or spare parts are supplied without any warranty.


10. Technical application advice

ALETHIA’s verbal and written application advice is non-binding - also with regard to any intellectual property rights of third parties - and does not release our customers from their duty to test our products for their suitability for the intended processes and purposes. However, should ALETHIA be liable for its application advice, it will only be liable to the same extent as in the case of quality defects.


11. Lien

ALETHIA has a lien for its claims from the contract on the customer's items manufactured or repaired by ALETHIA, which came into ALETHIA’s possession during production or for the purpose of repair. This lien also relates to outstanding claims from previous ALETHIA contracts with the customer.


12. Liability

Insofar as no essential obligation is affected ALETHIA is only liable for intent and gross negligence - regardless of the legal reason of its liability. This limitation of liability also applies to ALETHIA’s agents. In the event of a breach of essential contractual obligations, ALETHIA is also liable for slight negligence. In this case, liability is limited to compensation for typical, foreseeable damage.


13. Prohibition of assignment

The buyer's rights from transactions with ALETHIA cannot be transferred to third parties without ALETHIA's prior written consent.


14. Compliance with Export Control Regulations

ALETHIA’s obligation to fulfill this agreement is subject to the proviso that the fulfillment is not prevented by any impediments arising out of national and international foreign trade and customs requirements or any embargos or other sanctions, in particular export control provisions. If the buyer transfers goods (hardware and/ or software and/ or technology as well as corresponding documentation, regardless of the mode of provision) delivered by ALETHIA or works and services (including all kinds of technical support) performed by ALETHIA to a third party worldwide, the buyer shall comply with all applicable national and international (re-) export control regulations. In any event the buyer shall comply with the (re-) export control regulations of Switzerland, the Federal Republic of Germany, of the European Union and of the United States of America. If required to conduct export control checks, the buyer, upon our request, shall promptly provide ALETHIA with all information pertaining to particular end customer, destination and intended use of goods, works and services provided by us, as well as any export control restrictions existing. The buyer shall indemnify ALETHIA and hold ALETHIA harmless from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any non-compliance with export control regulations by the buyer, and the buyer shall compensate ALETHIA for all losses and expenses resulting thereof, unless such noncompliance was not caused by fault of the buyer. This provision does not imply a change in burden of proof.


15. Partial invalidity, headings

Should one or more of the provisions of these general terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions. Headings are only used for easier readability and have no legal effect.


16. Place of jurisdiction, place of performance and applicable law

For any disputes arising from the contracts and related legal relationships, Munich, Germany is agreed as the place of jurisdiction for both parties, insofar as this is permissible by law. However, ALETHIA remains at liberty to take legal action at the respective seat of the buyer. The place of performance is the place of ALETHIA’s branch at which the contract is concluded, unless otherwise specified in the contract. The law of the Federal Republic of Germany shall exclusively be applicable to this contract and all related disputes, with the exception of the UN Convention for the International Sale of Goods (CISG), the Uniform Sales Act (EKG) and the Uniform Act for Sales Agreements (EKAG).