§ 1 Scope of application

These Terms and Conditions shall apply to all present and future deliveries and services to INRESA Arzneimittel GmbH (INRESA GmbH) to the exclusion of the General Terms and Conditions of our suppliers and subject to any written agreements to the contrary.

§ 2 Conclusion of contract

2.1 Orders and acceptances of offers by INRESA GmbH shall only be effective if they are issued in writing.

2.2 Verbal agreements prior to or upon conclusion of the contract shall require the written confirmation of INRESA GmbH to be effective.

§ 3 Delivery, contractual penalty

3.1 Agreed dates and deadlines are always binding. The supplier shall not be entitled to assert a reservation of self-delivery. Receipt of the goods by INRESA GmbH or at the place to which the goods are to be delivered in accordance with the order shall be decisive for compliance with the delivery date or delivery period. The unconditional acceptance of the delayed delivery or service shall not constitute a waiver of the claims for compensation to which INRESA GmbH is entitled due to the delayed delivery or service.

3.2 Notwithstanding any further statutory or contractual claims, INRESA GmbH shall be entitled, in the event of delay on the part of the Supplier, to demand a contractual penalty in the amount of 0.2% of the total order value per working day, but no more than 5% of the total order value as minimum damages in addition to performance. INRESA GmbH undertakes to declare the reservation of the contractual penalty to the Supplier within 10 working days, calculated from receipt of the delayed delivery, in the case of partial deliveries calculated from receipt of the last partial delivery or in the case of work services at the latest until final payment. If the contractual penalty can be allocated to individual partial services, the period of 10 working days from acceptance of the respective partial service shall apply. The Supplier may only invoke the absence of necessary documents, services or order parts to be supplied by INRESA GmbH if he has expressly reminded INRESA GmbH of these in writing and has nevertheless not received them immediately. In this case, the supplier may, to the exclusion of other claims, demand a reasonable extension of the delivery time, but by no more than the period of the delay in provision.

3.3 Exceeding the order quantity is not accepted. If exceeding or falling short of the order quantity is technically unavoidable, deviations of up to 5 % of the order quantity will be accepted.

3.4 Acceptance of goods is generally only possible from Monday to Friday between 8.00 am and 4.00 pm. In the event of operational disruptions due to force majeure, in particular strikes, lockouts, riots, war, etc., INRESA GmbH's obligation to accept goods shall be suspended for the duration of the disruption.

§ 4 Shipping costs and packaging

4.1 Shipping costs shall be borne by the supplier unless expressly agreed otherwise in writing. If the supplier is responsible for installation or assembly and unless otherwise agreed, the supplier shall bear all necessary ancillary costs (e.g. travel expenses, provision of tools).

4.2 Packaging costs may only be charged if a special agreement has been confirmed by INRESA GmbH. Returnable packaging shall be clearly marked as such and the number of items shall be indicated on the accompanying documents. INRESA GmbH shall not be obliged to return packaging.

§ 5 Transfer of risk

The Supplier shall bear the material risk until acceptance of the goods by INRESA GmbH or its agent at the place to which the goods are to be delivered in accordance with the order.

§ 6 Invoice

Invoices must be submitted immediately after delivery. All requirements of § 14 UStG, in particular the correct company name and tax identification, the invoice date and the order number, must be stated on every invoice. If this information is missing, the invoice shall be deemed not to have been issued until clarification is provided and the underlying claim shall not yet be due.

§ 7 Payment

7.1 À-account payments or other advance payments shall not be made.

7.2 Unless otherwise agreed when the order is placed, payments shall be made at the discretion of INRESA GmbH within 14 days less 3 % discount after receipt of invoice or within 60 days net after receipt of invoice. Should the supplier grant a higher discount than 2 %, the higher discount shall be deemed agreed. Payments shall be made subject to invoice verification.

7.3 If INRESA GmbH asserts claims for liability for defects within the payment period, the payment period shall be suspended until the defect has been remedied.

7.4 INRESA GmbH shall be entitled to rights of set-off and retention to the extent permitted by law.

7.5 If INRESA GmbH has to make advance payments, these shall be secured by the Supplier by means of unlimited guarantees from a German bank in the amount of the gross amount of the advance payment.

§ 8 Inspection of the goods and notification of defects

8.1 Delivered goods shall be inspected by INRESA GmbH within a period of 14 days after receipt of the goods at the latest. If defects are discovered during the inspection, they must be reported within a reasonable period of time.

8.2 INRESA GmbH shall only be obliged to carry out an inspection and give notice of defects in the case of partial deliveries if this has been agreed in writing.

8.3 The timeliness of the notice of defects shall be determined by its dispatch to the Supplier.

8.4 In all other respects, Section 377 (5) HGB shall apply.

§ 9 Warranty claims

9.1 The statutory provisions on material defects and defects of title shall apply, unless otherwise stipulated below.

9.2 INRESA GmbH shall be entitled to choose the type of subsequent performance. If the Supplier does not begin to remedy the defect immediately after INRESA GmbH's request to remedy the defect, INRESA GmbH shall be entitled, in urgent cases for which the Supplier is responsible and after unsuccessful reminder, to remedy the defect itself at the Supplier's expense or to have it remedied by a third party or to procure a replacement. INRESA GmbH shall also have the right to remedy the defect itself, have it remedied or procure a replacement at the Supplier's expense if the Supplier is in default with the fulfillment of its obligation to remedy the defect.

9.3 The limitation period for claims for defects is three years from the transfer of risk, unless the item has been used for a building in accordance with its normal use and has caused its defectiveness.

9.4 If a material defect becomes apparent within three months of the transfer of risk, it shall be assumed that the defect was already present at the time of the transfer of risk, unless this assumption is incompatible with the nature of the item or the defect.

9.5 For essential spare parts of the delivery delivered within the limitation period for the fulfillment of claims for defects recognized by the supplier, the limitation period for claims for defects begins anew at the time at which the subsequent performance is completed.

9.6 If the Supplier or a third party has issued a guarantee declaration (quality or durability guarantee), INRESA GmbH shall also be entitled to the full extent of the claims that can be derived from the guarantee.

§ 10 Termination

If circumstances exist which justify the assumption that the order will not be executed properly, in particular in the event of financial collapse, suspension of payments or cessation of operations by the supplier, INRESA GmbH may terminate the contract without notice.

§ 11 Confidentiality

11.1 All business or technical information which the Supplier receives from INRESA GmbH shall be kept secret from third parties and may only be made available in the Supplier's own company to persons who are also obliged to maintain confidentiality.

11.2 Such information may not be reproduced or used commercially without the prior written consent of INRESA GmbH. This shall not apply if the information is demonstrably in the public domain.

11.3 Upon request, all information originating from INRESA GmbH, including any copies made, must be returned to INRESA GmbH immediately and in full or destroyed.

§ Section 12 Property rights

12.1 The Supplier warrants that the service provided is free from third-party rights. If a claim is made against INRESA GmbH by a third party in this respect, the Supplier shall be obliged to indemnify INRESA GmbH against such claims upon first written request. The indemnification obligation refers to all expenses necessarily incurred by INRESA GmbH from or in connection with the claim by third parties.

12.2 Within the scope of its liability for cases of damage within the meaning of 12.1, the Supplier shall also be obliged to reimburse any expenses pursuant to §§ 683, 670 BGB or pursuant to §§ 830, 840, 426 BGB arising from or in connection with a recall campaign carried out by INRESA GmbH. INRESA GmbH shall inform the Supplier of the content and scope of the recall measures to be carried out - as far as possible and reasonable - and give the Supplier the opportunity to comment.

§ 13 Property rights

13.1 The Supplier warrants that no rights of third parties within the European Union are infringed in connection with its delivery.

13.2 If INRESA GmbH is held liable by a third party for this reason, the Supplier shall be obliged to indemnify INRESA GmbH against such claims upon first written request.

13.3 The Supplier's obligation to indemnify shall apply to all expenses necessarily incurred by INRESA GmbH as a result of or in connection with claims asserted by a third party.

§ 14 Final provisions

14.1 The place of performance shall be the place to which the goods are to be delivered in accordance with the order.

14.2 The contractual relationship shall be governed exclusively by German law. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 is excluded.

14.3 The place of jurisdiction for all disputes relating to the conclusion or execution of the contractual relationship is Freiburg i.Br.; any exclusive places of jurisdiction are not affected by this.

14.4 Should any provision of the contract concluded between INRESA GmbH and the Customer, including these Terms and Conditions of Purchase, be or become invalid, the remaining parts of the contract, including these Terms and Conditions of Purchase, shall remain valid.