1. General – Scope of application

1.1 The following terms and conditions of sale and delivery apply to all deliveries and services provided by LEUKOCARE AG to the customer. By signing these terms and conditions, the customer agrees to their exclusive validity. These terms and conditions shall also apply to all future transactions with the customer without requiring a separate agreement.
1.2 We hereby expressly object to any deviating business terms and conditions originating from the customer to the extent that they deviate from these terms and conditions of sale and delivery to our disadvantage.
1.3 We reserve the right to modify our terms and conditions of sale and delivery at any time with effect for all future business relations with the customer following appropriate notification.

2. Conclusion of contract, offer documents

2.1 Our offers are always subject to change. Orders shall only be deemed as accepted when we have accepted them vis-à-vis the customer based on a written order confirmation.
2.2 Verbal agreements after the conclusion of the contract and, especially, any subsequent amendments or supplements to our terms and conditions of sale and delivery, as well as collateral agreements of any kind, shall require our written confirmation in order to be effective.
2.3 We reserve all property rights and copyrights to cost estimates, illustrations, calculations and other documents, as well as to any samples and specimens provided. These may not be made accessible to third parties, even if they are not expressly marked as confidential.

3. Delivery

3.1 The delivery and performance periods stated or confirmed by us are to be regarded as guidelines and are only binding when this has been expressly agreed. Delivery and performance periods begin with the dispatch of the order confirmation, but not before all technical questions and all details of the order execution have been clarified.
3.2 In the event of force majeure or other unforeseeable circumstances for which we are not responsible – such as industrial actions, operational disruptions, disruptions to the energy supply or supply of raw materials or substances, transport disruptions or official measures – delivery periods shall be extended to a reasonable extent when we are prevented from fulfilling our obligations on time. If delivery becomes impossible or unreasonable as a result of the above circumstances, we shall be released from our delivery obligation. This also applies if these events occur during a delay in delivery or at a subcontractor. In these cases, we are not obliged to compensate the customer for damages. We will inform the customer immediately about the impediment to performance and its termination.
3.3 Importing, exporting and/or the transferring of our products to other countries may be subject to German, EU and US-American import and export regulations. The customer shall be solely responsible for obtaining the appropriate permits and authorizations. However, upon the customer's request, we will make every reasonable and economically justifiable effort to obtain any necessary permits and/or other documents from the German authorities required for the product’s export.
3.4 Cross-border deliveries require a separate agreement so that the safety regulations for the respective countries can be observed. If, as a result, our services within the territory of the EU (except Germany) value-added tax is realized, the purchaser of these services shall satisfy the value-added tax obligations for us at the purchaser's own expense.
3.5 We are entitled to make partial deliveries, provided that these are not unreasonable for the customer. We may invoice each partial delivery separately. If we exercise our right to make partial deliveries, packaging and shipping costs will be charged only once.

4. Dispatch, risk bearance, default acceptance

4.1 Unless otherwise agreed in writing, dispatch shall be "ex factory". We reserve the right to specify the factory. We will arrange shipment to the customer in the customer's name and at the customer's own risk. The risk shall pass to the customer as soon as the goods have been handed over to the transport company or have left our factory or warehouse. This also applies when we bear the transport costs on the basis of separate agreements.
4.2 We are not liable for damage or loss during transport. Above all, damage or loss shall not release the customer from the obligation to pay the purchase price to us in full. If the customer has not provided special shipping instructions, we will ship the goods by the best means we consider appropriate. At the customer's request, which must be communicated when the order is placed, we will take out transport insurance for the deliveries in the customer's name and at the customer's expense.
4.3 A delivery item that has been reported ready for dispatch in accordance with the contract must be accepted by the customer without delay. If dispatch is delayed upon the instruction of or through the fault of the customer, we shall be entitled at our discretion to either dispatch or store the object of the contract at the customer's expense and risk and to invoice the object of the contract after the expiry of a grace period of one week and, if necessary, to claim storage costs.
4.4 We are not obliged to take back defect-free goods. If, however, we declare that we are prepared to take back defect-free goods, we shall be entitled to charge additional costs for inspection and booking, among others, in accordance with the amount of work involved.

5. Prices

5.1 Unless agreed otherwise in writing, our prices are ex factory, including normal packaging. Statutory value-added tax is not included in our prices but instead shown separately on the invoice at the statutory rate on the day of invoicing.
5.2 Unless agreed otherwise, the customer shall bear the shipping costs, which shall be invoiced separately in the amount of their accrual.
5.3 Additional costs incurred by us due to subsequent changes to the order will be charged to the customer.
5.4 The application of a cash discount requires a special written agreement.

6. Payments

6.1 Our invoices are payable directly to us within the agreed payment period with no deductions. If a payment period has not been agreed, payments shall be due within 14 calendar days of the invoice date. Satisfaction of the payment obligation occurs on the day the money is received by us or our bank. All payments must be made free of charge and postage-free for us.
6.2 In the event of a payment default, interest on arrears shall be payable at a rate of 8 percentage points above the base interest rate in accordance with Article 247 of the German Civil Code (Bürgerliches Gesetzbuch – BGB). This does not exclude the assertion of further damage caused by default and shall not affect the customer's right to prove that only minor or no damage has been incurred.
6.3 We accept bills of exchange, cheques and assignments based only on special agreement and on account of payment without a cash discount. We may return bills of exchange and cheques accepted on account of performance at any time and have recourse to the original claim, which is then due immediately. The customer shall pay discount charges, bill of exchange taxes and interest on arrears immediately. We shall not be liable for timely presentation, protest, notification or return of the bill of exchange if dishonored.
6.4 The customer shall be entitled to the right of setoff only if the customer's counterclaims have been legally established, are undisputed or have been recognized by us. The customer has no right of retention due to disputed counterclaims.
6.5 If we become aware of circumstances which, in our opinion, give rise to doubts about the customer's creditworthiness, we shall be entitled to demand security in the form of advance payment for outstanding deliveries within a deadline of at least one week, and to make deliveries only concurrently.

7. Warranty

7.1 It is the customer's responsibility to immediately inspect the object of the contract at his or her own expense to ensure that it is defect-free, particularly with respect to the object's faultlessness and completeness, and to notify us immediately in writing of any defects, incorrect deliveries or missing quantities. A preclusive period of one week from receipt of the delivery shall apply to such notification. Hidden defects must be reported by the customer in writing immediately upon their discovery.
7.2 For each notice of defect, we shall be entitled to inspect and test the delivery item complained about. At our request, the customer shall return the product complained about to us at our expense. If a notice of defect by the customer proves to be unjustified, the customer shall then be obliged to reimburse us for all of the related expenses incurred.
7.3 Defects and/or damage caused by force majeure or other external influences, improper or incorrect handling, normal wear and tear or corrosion are excluded from the warranty. This applies specifically in cases where the defect or damage is caused by the fact that the delivered product was not stored, operated or maintained in accordance with the handling method.
7.4 Furthermore, defects and/or damage caused by the use of other than the replacement and accessory parts and/or consumables expressly recommended and approved by us are excluded from the warranty.
7.5 The customer undertakes to familiarize its employees and other third parties who will work with the object of the contract with all operating instructions, manuals and other information for use provided by us as intended and to instruct the aforementioned group of persons accordingly in the handling, use, adjustment, storage, transport and disposal of the object of the contract.

8. Liability

8.1 We shall be liable for damages to the customer only if our liability is based on intent or gross negligence, including intent or gross negligence on the part of our legal representatives or subcontractors. Except in cases of willful breach of duty, our liability shall be limited, in all cases, to the foreseeable damage or usual damage occurring from normal use. We shall be liable in accordance with the statutory provisions for damages to the customer arising from the breach of a material contractual obligation or the absence of a characteristic of the item for which we have provided a guarantee. In such cases, our liability shall also be limited to the foreseeable damage or usual damage occurring from normal use. Any further liability to the customer for damages is excluded.
8.2 Liability for culpable injury to life, body or health, as well as liability under the Product Liability Act or other mandatory statutory liability provisions, shall remain unaffected by the above liability exclusions.
8.3 If the customer sells the object of the contract unaltered or after processing, transforming, combining or mixing it with other goods, the customer shall exempt us inter partes from all product liability claims of third parties to the extent the customer is responsible for the defect triggering the liability.

9. Retention of title

9.1 The delivered goods (reserved goods) shall remain our property until all our existing and future payment claims arising from the business relationship with the customer at the time of the respective conclusion of the contract have been met in full.
9.2 The customer is obliged to treat the reserved goods with care and in accordance with our instructions. The customer shall insure the goods sufficiently at replacement value at the customer's own expense against usual risks and, particularly, against fire, water and theft. If maintenance and inspection work is necessary, the customer must carry this out at the customer's own expense.
9.3 The customer is not entitled to pledge the reserved goods, to assign them as security or to make any other dispositions that endanger our property. In case of the pledge or confiscation of the reserved goods by third parties, including the assertion of lien rights, such as landlord liens, as well as other impairments of our security rights, we must be notified immediately, and the relevant documents must be enclosed. At the same time, the customer shall inform the third party of our retention of title. The costs of intervention by us shall be borne by the customer unless the costs can be recovered from the respective third party.
9.4 If the customer acquires the reserved goods for the purpose of resale, the customer is entitled to sell these only in the ordinary course of business. If the reserved goods are not intended for resale, the resale of these goods during the period of retention of title is not permitted without our prior consent. Resale is also inadmissible if the resulting claim is covered by earlier dispositions of the customer in favor of third parties, for example, by general assignment. The claims arising from a sale of reserved goods are hereby assigned to us in full, together with all ancillary and security rights, with effect from the time they arise. We hereby accept the assignment. If reserved goods are sold, the assignment shall be made in the amount which we have invoiced the customer proportionately for the reserved goods. If the customer sells the reserved goods together with other goods or after processing, transformation, combination or mixing with other goods, the assignment of claims shall only be agreed in the amount of the part corresponding to the price agreed between the customer and us. All assignments shall be first-ranking for us.
9.5 In the event of a default in payment by the customer of more than 1 month, cessation of payment by the customer, protest of a cheque or bill of exchange at the customer (insofar as we are in any way the beneficiary of such cheque or bill of exchange), a seizure of reserved goods or the filing of an application for the opening of insolvency proceedings or judicial or extrajudicial composition proceedings against the customer's assets, the customer's right to resell the reserved goods and the right to collect the claims shall expire. The customer must inform us immediately of the above events and send us a list of the existing reserved goods. The reserved goods must be returned to us immediately upon our request, without prejudice to our other rights. The customer shall grant us immediate access to the reserved goods. If we demand the surrender on the basis of this provision, this shall not be deemed to be a withdrawal from the contract. We are also entitled to collect the claims assigned to us. After rescission of the contract or setting a deadline in accordance with Article 323 BGB and the expiry of the deadline with no action, we shall be entitled to freely dispose of any reserved goods retrieved.
9.6 In the case of deliveries under the scope of application of other jurisdictions in which the aforementioned retention of title does not have the same security effect as in Germany, the customer shall do everything possible to provide us with equivalent security rights without delay. The customer will cooperate in all measures that are necessary and beneficial for the effectiveness and enforceability of such security rights.

10. Intellectual property, property rights of third parties

10.1 The customer guarantees that materials, documents, and other provisions to be provided by the customer do not infringe on the intellectual property or other rights of third parties. The customer is obliged to release us from any claims of third parties in this respect.
10.2 If the customer prescribes by means of specific instructions, information, documents, drafts or drawings, how the products to be delivered are to be manufactured, the customer shall guarantee that the rights of third parties (in particular patents, utility models and other industrial property rights and copyrights) are not infringed. The customer shall indemnify us against all claims asserted against us by third parties due to such infringement.

11. Applicable law, place of jurisdiction, place of performance

11.1The law of the Federal Republic of Germany applicable between nationals shall apply exclusively to these terms and conditions of business and the entire legal relationship between the customer and us.
11.2 Insofar as the customer is a merchant or a legal entity under public law, the place of jurisdiction is our registered office. We are also entitled, however, to sue the customer at the court having jurisdiction over the customer's place of business.
11.3Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.