Terms of service

1. SCOPE OF APPLICATION

(1) The offers and contracts of CONIUNCTA® (hereinafter "CONIUNCTA®") for the development, manufacture, adaptation and delivery of CONIUNCTA® products and for other services provided by CONIUNCTA® are based exclusively on the following General Terms and Conditions ("GTC"). They also apply to all future deliveries, services or offers to the customer, even if they are not separately agreed again.

(2) These GTC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and insofar as CONIUNCTA® has expressly agreed to their validity. This requirement of consent applies in any case, for example even if CONIUNCTA® carries out the delivery to the customer without reservation in the knowledge of the customer's general terms and conditions.

2. CONCLUSION OF THE CONTRACT

(1) The contract is concluded with the issue of a written order confirmation by CONIUNCTA® or with a delivery arranged by the customer through CONIUNCTA®. Any prior declarations by the customer, in particular letters of confirmation, are only deemed to be an offer to conclude a contract. Verbal promises made by CONIUNCTA® prior to the conclusion of this contract are not legally binding and verbal agreements between the contracting parties are replaced by the written contract, unless it is expressly stated in each case that they continue to be binding.

(2) Unless otherwise agreed in writing, all offers, the documents belonging to the offers such as product details, price lists and other documents from CONIUNCTA® are non-binding. The descriptions in the written order confirmation from CONIUNCTA® are exclusively authoritative for the definition of the quality of a CONIUNCTA® product or a service to be provided by CONIUNCTA®.

(3) CONIUNCTA® always reserves the right to make changes or adjustments to the CONIUNCTA® products and, unless otherwise agreed, will inform the customer of any changes or adjustments at its own discretion.

(4) Unless otherwise agreed, CONIUNCTA® reserves the property rights and copyrights to all submitted offers, cost estimates, recipes, drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids. The customer may not make these objects and documents accessible to third parties, disclose them, use them itself or through third parties or reproduce them without the express consent of CONIUNCTA®, either as such or in terms of content. At the request of CONIUNCTA®, the customer must return these items in full to CONIUNCTA and destroy any copies made if they are no longer required by the customer in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Excluded from this is the storage of electronically provided data for the purpose of normal data backup.

3. SUBJECT MATTER OF THE CONTRACT

(1) The respective specific subject matter of the contract results from the customer's order on which the contract is based and the corresponding order confirmation from CONIUNCTA®. The services of CONIUNCTA® may include in particular

(a) Delivery of standardized CONIUNCTA® products that do not require individual adaptation for the respective customer (hereinafter "standard products").

(b) Development, manufacture and delivery of CONIUNCTA® products on behalf of and according to the specifications of the customer, which are distributed and sold by the customer under its own name and brand (hereinafter "Private Label Products").

(c) Development, production and delivery of syntheses and/or method developments according to the customer's specifications (hereinafter "customer synthesis").

(2) The development and delivery of private label products or customer syntheses shall take place within the agreed time frame on the basis of the product specifications/analysis certificates agreed between the customer and CONIUNCTA® in accordance with a format specified by CONIUNCTA®. The customer is entitled to change and adapt the product specifications at any time up to delivery. Any changes and adaptations require the consent of CONIUNCTA® to be effective. CONIUNCTA® shall inform the customer of the possible change to the remuneration and the production and delivery dates and obtain their consent. Additional time and costs associated with the customer's changes and adjustments will be charged to the customer. If the customer does not agree to the changes, CONIUNCTA® is not obliged to carry out the changes. CONIUNCTA® is entitled to charge the customer for the costs of checking the feasibility of the customer's change requests.

Customer syntheses are based on preliminary concepts that have been created to the best of our knowledge on the basis of literature research and our own experience in the synthesis of similar molecules. Nevertheless, there remains a residual risk that the intended customer synthesis is not successful and that the target molecule cannot be produced or cannot be produced in the quantity or purity advised. If the agreed target can only be achieved with considerably greater effort, the previous paragraph shall apply accordingly. If the customer does not agree to the adjustments, CONIUNCTA® is entitled to withdraw from the contract and to invoice the services rendered up to the withdrawal.

(3) The risk of suitability and use is the sole responsibility of the customer. The occurrence of a specific economic success, unless expressly agreed otherwise, is not owed.

(4) CONIUNCTA® is entitled to terminate the contract after a reasonable deadline set by CONIUNCTA® has expired if the customer fails to fulfill its obligations to cooperate. In addition, CONIUNCTA® is entitled to charge the customer for any additional expenses incurred.

(5) CONIUNCTA® is entitled to invoice orders in due time if the customer does not comply with the deadlines set for the provision of materials.

(6) CONIUNCTA® is entitled to invoice any additional costs incurred due to unforeseeable or unannounced circumstances for the provision and processing of third-party materials.

(7) CONIUNCTA® is entitled to use suitable subcontractors of its own choice and at its own discretion to fulfill partial tasks of the overall order.

(8) CONIUNCTA® is entitled to invoice services already rendered or to be rendered within the scope of the notification of readiness for delivery. Readiness for delivery means that CONIUNCTA® can invoice order-related services that are not directly subject to customer cooperation at any time. This includes unfinished products (semi-finished products without the influence of a possibility of completion on the part of CONIUNCTA®).

(9) CONIUNCTA® is entitled to name the customer as a reference customer, stating its company name.

4. REMUNERATION, COMPENSATION IN THE EVENT OF TERMINATION

(1) Unless otherwise agreed in writing, the remuneration is understood to be net prices ex works plus statutory VAT. Any special payments in connection with the payment of the remuneration (e.g. bank charges, currency exchange fees, etc.) shall be borne by the customer. Payment shall be made in euros. The return and disposal of packaging shall be agreed separately.

(2) If the customer exercises his right of termination in accordance with § 648 BGB, CONIUNCTA® may, instead of the claims arising from § 648 BGB, invoice the services rendered up to the termination and, in addition, demand a lump sum amounting to 10% of the remuneration for the services not yet performed as compensation for other expenses and loss of profit. The customer's right to prove that the damage incurred by CONIUNCTA® pursuant to § 648 BGB is significantly lower than the lump sum or that CONIUNCTA® has not incurred any damage at all remains unaffected.

5. TERMS OF PAYMENT

(1) The agreed total price or payments on account shall be invoiced in accordance with the agreed payment plan.

(2) Payments are to be made within 14 days of receipt of the invoice without deduction. CONIUNCTA® is entitled to issue invoices electronically, unless otherwise agreed. The customer can request the issue of physical invoices at any time.

(3) CONIUNCTA® shall pay within a period of 60 days after receipt and inspection of goods or after inspection of the provision of services.

(4) In the event of default of payment, the statutory consequences of default shall apply.

(5) Compliance with contractually agreed development, production and delivery deadlines requires the fulfillment of the agreed cooperation and advance performance obligations as well as the other contractual obligations of the customer. If the customer is in default with the provision of its cooperation or advance performance obligations as well as its other contractual obligations, in particular also payment obligations from previous contractual relationships, CONIUNCTA® may refuse further performance of the service.

(6) Offsetting or retention on the part of the customer is only permitted due to undisputed or legally established counterclaims on the part of the customer.

(7) CONIUNCTA® reserves the right to demand immediate payment of claims and agreed payment terms in the event of changes or insufficient creditworthiness on the part of the customer, or to change these at its own discretion in order to safeguard the ability to continue as a going concern.

6. DELIVERY, PERFORMANCE DEADLINES

(1) Delivery shall be EXW (Incoterms 2020), unless expressly agreed otherwise. In the event of import into non-EU countries, the customer shall also be responsible for organizing the import. Any import restrictions to the place of delivery requested by the customer shall be borne by the customer.

(2) All deadlines stated by CONIUNCTA®, in particular development and delivery deadlines, are only binding if they are expressly designated as binding by CONIUNCTA®. The expiry of binding deadlines entitles the customer to assert the statutory rights to which it is entitled - subject to the corresponding restrictions in these GTC - but only after the unsuccessful expiry of a reasonable remedy period set by the customer.

(3) CONIUNCTA® shall not be liable for impossibility of delivery or for delays in delivery if these are caused by force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of any kind, difficulties in the supply chain). operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, epidemics and pandemics, strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time) for which CONIUNCTA® is not responsible. If such events make the delivery or service significantly more difficult or impossible for CONIUNCTA® and the hindrance is not only of a temporary nature, CONIUNCTA® is entitled to withdraw from the contract. In the event of hindrances of a temporary duration, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by means of an immediate written declaration to CONIUNCTA®.

(4) CONIUNCTA® is entitled to make partial deliveries if

- the partial delivery can be used by the customer within the scope of the contractual purpose,
- the delivery of the remaining goods is ensured and
- the customer does not incur any significant additional expenditure or additional costs as a result (unless CONIUNCTA® agrees to bear these costs).

7. TRANSFER OF RISK

(1) The risk is transferred to the customer at the latest when the item is handed over to the warehouse, freight forwarder, carrier, other third party designated to carry out the shipment or the customer itself, whereby the start of the completion notification, booking-in process or loading process is decisive. This also applies if partial deliveries are made or CONIUNCTA® has taken on other services (e.g. shipping). If the dispatch or handover is delayed due to a circumstance caused by the customer, the risk is transferred to the customer from the day on which the goods are ready for delivery and CONIUNCTA® has notified the customer of this.

(2) If the delivery is delayed at the request of the customer, the risk is transferred to the customer from the day of notification of readiness for dispatch.

(3) Storage costs after the transfer of risk shall be borne by the customer. In the case of storage by CONIUNCTA®, the storage costs amount to 0.25% of the invoice amount of the delivery items to be stored for each week that has elapsed. The assertion and proof of further or lower storage costs remain reserved.

(4) Any deliveries shall only be insured by CONIUNCTA® against theft, breakage, transportation, fire and water damage or other insurable risks at the express written request of the customer and at the customer's expense.

(5) Insofar as the contractually agreed services require acceptance, the product shall be deemed to have been accepted when

- the delivery is completed,
- CONIUNCTA® has informed the customer of this with reference to the fiction of acceptance in accordance with this paragraph (5) and has requested acceptance,
- twelve working days have passed since delivery of the development result or the customer has started using the CONIUNCTA® product (e.g. has started selling the product or is using the product as part of its own production) and in this case six working days have passed since delivery, and
- the customer has failed to take delivery within this period for a reason other than a defect notified to CONIUNCTA® which makes the use of the CONIUNCTA® product impossible or significantly impairs it.

8. RETENTION OF TITLE, PROHIBITION OF ASSIGNMENT

(1) CONIUNCTA® retains ownership of the delivered CONIUNCTA® products until full receipt of the contractually agreed payments for CONIUNCTA® 's claims arising from the underlying contract (delivery of CONIUNCTA® products) and any business relationships with the customer that preceded this contract for similar CONIUNCTA® products, including statutory claims. The customer is obliged to mark the CONIUNCTA® products that are not yet his property accordingly.

(2) The customer may use the CONIUNCTA® products subject to retention of title and resell them in the ordinary course of business as long as the customer is not in default of payment. However, the customer may not pledge the CONIUNCTA® products subject to retention of title or assign them by way of security. The customer hereby assigns in full to CONIUNCTA® by way of security the customer's claims for payment against its customers arising from the resale of the CONIUNCTA® products subject to retention of title, as well as those claims of the customer in respect of the CONIUNCTA® products which arise against its customers or third parties for any other legal reason (in particular claims arising from tort and claims for insurance benefits), including all current account balance claims.

(3) The customer may collect these claims assigned to CONIUNCTA® for its own account in its own name for CONIUNCTA® as long as CONIUNCTA® does not revoke this authorization. The right of CONIUNCTA® to collect these claims itself is not affected by this; however, CONIUNCTA® will not assert the claims itself and will not revoke the direct debit authorization as long as the customer duly meets his payment obligations.

(4) However, if the customer acts in breach of contract - in particular if he is in arrears with the payment of a claim for payment - CONIUNCTA® can demand that the customer informs CONIUNCTA® of the assigned claims and the respective debtors, informs the respective debtors of the assignment and hands over all documents to CONIUNCTA® and provides all information that CONIUNCTA® requires to assert the claims.

(5) Any processing or transformation of the CONIUNCTA® products subject to retention of title by the customer is always carried out for CONIUNCTA®. If the CONIUNCTA® products subject to retention of title are processed with other items that do not belong to CONIUNCTA®, CONIUNCTA® acquires co-ownership of the new item in the ratio of the value of the CONIUNCTA® product (final invoice amount including VAT) to the other processed items at the time of processing. In all other respects, the same applies to the new item created by processing as to the CONIUNCTA® products subject to retention of title. If the CONIUNCTA® products subject to retention of title are inseparably combined or mixed with other items not belonging to CONIUNCTA®, CONIUNCTA® shall acquire co-ownership of the new item in the ratio of the value of the CONIUNCTA® products subject to retention of title (final invoice amount including VAT) to the other combined or mixed items at the time of combination or mixing. If CONIUNCTA® products are combined or mixed in such a way that the customer's item is to be regarded as the main item, the customer and CONIUNCTA® are already in agreement that the customer shall transfer proportionate co-ownership of this item to CONIUNCTA®.

(6) If CONIUNCTA® withdraws from the contract in the event of breach of contract by the customer, in particular in the event of default of payment, CONIUNCTA® is entitled to take back the CONIUNCTA® products not yet owned by the customer at the customer's expense and/or to demand compensation from the customer. Further claims of CONIUNCTA® remain unaffected by this.

(7) The customer must inform CONIUNCTA® immediately in writing in the event of seizure, confiscation or execution measures by third parties. The customer shall bear the costs of asserting and enforcing the claims of CONIUNCTA® with regard to the CONIUNCTA® products that are not yet the property of the customer.

(8) If the value of the existing securities exceeds the claims of CONIUNCTA® against the customer from the underlying contract and any business relationships preceding this contract for similar products between CONIUNCTA® and the customer by more than 10%, CONIUNCTA® is obliged at the request of the customer to release corresponding securities at CONIUNCTA® 's discretion.

9. WARRANTY

(1) The subject matter of the contract is exclusively the CONIUNCTA® product with the properties and features as well as the intended use in accordance with the individual contractual agreement and the product specification on which the individual contract with the customer is based or the certificate of analysis [Section 3 (2)]. A defect does not exist and the warranty is excluded if and to the extent that

- the defect is due to the fact that the CONIUNCTA® products are not transported and/or stored protected from light, or
- the defect is due to the CONIUNCTA® products not being transported and/or stored at the recommended room temperature of 15 to 25°C, or
- the defect is due to primary and secondary packaging materials provided by the customer, or
- the CONIUNCTA® products have been outside CONIUNCTA® controlled or CONIUNCTA® certified storage facilities for more than three months, or
- the CONIUNCTA® products are further processed by a third party without prior consent, or
- the CONIUNCTA® products show signs of segregation due to the raw material, such as sedimentation and/or creaming, or
- the CONIUNCTA® products contain traces of other raw materials usable in accordance with EC/1223/2009 and DIN EN ISO 22716 for technical reasons, or
- the raw materials regulated as marketable by CONIUNCTA® in accordance with EC/1223/2009 and DIN EN ISO 22716 are not recognized by third parties, or
- the CONIUNCTA® products have been modified in the course of technical progress or internal process changes, or
- the CONIUNCTA® products show variations in setting agents according to EC/1223/2009 and DIN EN ISO 22716 such as buffers and/or gelling agents, or
- the CONIUNCTA® products have been adjusted to maintain delivery capability.

(2) Other or more extensive properties and/or characteristics and/or an additional intended use shall only be deemed to have been agreed if they have been expressly confirmed in writing by CONIUNCTA®. Unless otherwise contractually agreed between CONIUNCTA® and the customer, enclosed product descriptions and the quality agreed in individual contracts do not constitute the assumption of a guarantee of quality or durability within the meaning of § 443 BGB or § 639 BGB.

(3) CONIUNCTA® reserves the right to deliver 10% more or less of the order quantity due to production and material-specific features. Differences in quantity will be compensated within the scope of a follow-up order.

(4) The customer is obliged to carefully inspect the delivered CONIUNCTA® product immediately after delivery to him or to the third party designated by him. The respective product is deemed to have been approved by the customer with regard to obvious defects or other defects that would have been recognizable during an immediate, careful inspection if CONIUNCTA® does not receive a written notification of defects within five working days of delivery. With regard to other defects, the CONIUNCTA® products are deemed to have been approved by the customer if CONIUNCTA® does not receive the notification of defects within five working days of the time at which the defect became apparent; however, if the defect was already recognizable to the customer at an earlier point in time during normal use, this earlier point in time is decisive for the start of the notification period. At the request of CONIUNCTA®, a CONIUNCTA® product that is the subject of a complaint must be returned to CONIUNCTA® carriage paid. If the complaint is justified, CONIUNCTA® shall reimburse the costs of the cheapest shipping route; this does not apply if the costs increase because the CONIUNCTA® product is located at a place other than the place of intended use.

(5) In the event of material defects in the delivered CONIUNCTA® product, CONIUNCTA® is initially obliged and entitled to choose between repair or replacement delivery within a reasonable period of time. In the event of failure, i.e. the impossibility, unreasonableness, refusal or unreasonable delay of the repair or replacement delivery, the customer may withdraw from the contract or reduce the purchase price appropriately.

(6) CONIUNCTA® is entitled to refuse non-fulfilment entirely if it is only associated with disproportionate costs or is impossible for other reasons. Further rights of the customer remain unaffected.

(7) The warranty period is one year and begins with the delivery to the customer or another recipient named by him or from the time of acceptance, if and insofar as acceptance is required. This period does not apply to claims for damages by the customer arising from injury to life, limb or health or from intentional or grossly negligent breaches of duty by CONIUNCTA® or its vicarious agents, which in each case become time-barred in accordance with the statutory provisions.

(8) CONIUNCTA® products may be products that require official approval. It is the responsibility of the customer to obtain any necessary official approvals/certificates and to inquire about the requirements prior to placing an order and to inform CONIUNCTA® of this. CONIUNCTA® does not guarantee that the CONIUNCTA® products, in particular the private label products or customer syntheses, fulfill the requirements of an official approval.

10 LIABILITY

(1) CONIUNCTA® shall be liable without limitation in the event of intent and gross negligence.

(2) In the event of simple negligence, CONIUNCTA® is only liable

a) for damages resulting from injury to life, body or health,

b) for damages arising from the breach of an essential contractual obligation (i.e. an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, liability is limited to compensation for the foreseeable, typically occurring damage. The limitations of liability resulting from the above sentence do not apply if CONIUNCTA® has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods. The same applies to claims by the customer under the Product Liability Act.

Any further liability on the part of CONIUNCTA® is excluded.

(3) Insofar as CONIUNCTA® provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by it, this is done free of charge and to the exclusion of any liability.

11. CLARIFYING INFORMATION ON INSURANCE COVER AND REGULATORY INFORMATION

(1) In the event of an indemnity agreement, reference is made to the following clause from the insurance contracts between CONIUNCTA® and AXA Versicherung AG with regard to the scope of insurance cover for the services and products of CONIUNCTA®: "Insurance cover exists for the indemnity agreed by the policyholder in favor of his customer or client against claims for damages by third parties due to personal injury, property damage or resulting financial losses caused by products manufactured or delivered by the policyholder or work performed or other services rendered. The prerequisite is that the claim is attributable to a defect that already existed at the time when the product left the policyholder's sphere of control or when the policyholder completed its work and/or services. If there is contributory negligence/causation on the part of the customer or client benefiting from the indemnity declaration, the indemnity declaration is only covered to the extent that this corresponds to the policyholder's share of fault/causation, even if the agreement stipulates otherwise. The indemnified company does not acquire any direct claims against AXA Versicherung AG."

(2) It is the responsibility of the customer to provide suitable insurance cover for possible claims made against it by its customers, insofar as the claim is attributable to errors in its area of responsibility.

(3) Furthermore, CONIUNCTA® points out that the insurance cover only applies within the European Union. If and insofar as the customer intends to sell CONIUNCTA® products outside Europe, he shall inform CONIUNCTA® of this at the latest when placing the order and obtain CONIUNCTA® 's consent. Without the consent of CONIUNCTA®, the sale of CONIUNCTA® products outside Europe is not permitted.

12. PROPERTY RIGHTS AND PROPERTY RIGHT INFRINGEMENTS

(1) All existing registered and unregistered property rights and know-how remain with CONIUNCTA®. This also applies to any property rights and know-how that arise during the development and manufacture of private label products or customer syntheses. The customer is not entitled to use any information provided to him that relates to registered and unregistered property rights and know-how of CONIUNCTA® for purposes outside of this contract (e.g. own production).

(2) If, after the effective conclusion of the contract between CONIUNCTA® and the customer, infringements of property rights are asserted against the customer by third parties and the use of CONIUNCTA® products is impaired or prohibited as a result, CONIUNCTA® shall, at its own discretion, modify or replace the CONIUNCTA® products within a reasonable period of time so that they no longer affect the property rights of third parties, but nevertheless correspond to the contractually agreed quality. Instead of the aforementioned procedure, CONIUNCTA® is entitled to reverse the contract concluded with the customer and to take back the CONIUNCTA® products against reimbursement of the remuneration paid by the customer after deducting appropriate compensation for the value of products that cannot be returned.

(3) If claims are made against the customer by third parties due to an alleged infringement of property rights by CONIUNCTA® products, the customer must leave CONIUNCTA® with the sole decision on the conduct of any resulting disputes. In particular, the customer may not reach a settlement or make any other concessions without the prior written consent of CONIUNCTA®. CONIUNCTA® shall bear the entire costs of any legal dispute that may become necessary.

(4) CONIUNCTA® shall not be liable for infringements of property rights if CONIUNCTA® products have been used in a form not authorized by CONIUNCTA®.

(5) The customer guarantees that the specifications provided by him do not infringe any third-party property rights. If claims are made against CONIUNCTA® by third parties in this context, the customer is obliged to indemnify CONIUNCTA® against claims by third parties due to infringements of property rights, insofar as these claims by third parties are attributable to the customer specifications.

13. CONFIDENTIALITY

The customer is obliged to keep secret all information made available to him or of which he becomes aware in connection with the contract, including information about the nature of the CONIUNCTA® products and about analysis, development, synthesis and process technology.

14. FINAL PROVISIONS

(1) In case of doubt, the provisions of these GTC shall remain binding in their remaining parts even if individual provisions are legally invalid. The parties undertake to replace ineffective provisions with provisions that come as close as possible to the intended economic success. The same applies to any gaps in the contract.

(2) Amendments or additions to these GTC and confirmed orders must be made in writing. This also applies to any amendments to this written form clause.

(3) The contract concluded between the parties shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(4) In the event of disputes in connection with the contract concluded between the parties, the District Court of Nuremberg-Fürth shall have exclusive jurisdiction. Notwithstanding this, CONIUNCTA® remains entitled to bring an action at the customer's general place of jurisdiction.

(5) CONIUNCTA® is entitled, at its own discretion, to have disputes arising from or in connection with the contract, including all questions regarding its existence, validity or termination, decided by arbitration in Paris in accordance with the Arbitration Rules of the International Chamber of Commerce ("ICC") instead of by ordinary courts. The arbitral tribunal shall consist of 3 arbitrators. The language of the arbitration proceedings shall be English. In the event that the customer intends to bring an action, CONIUNCTA® shall be obliged, at the customer's request, to make a choice as to whether to refer the matter to arbitration within a reasonable period of time set by the customer. If CONIUNCTA® does not make a decision within the reasonable period set by the customer or if CONIUNCTA® decides against recourse to the arbitration tribunal, CONIUNCTA® 's right to recourse to the arbitration tribunal shall lapse.

End of the GTC. 14.05.2018.