1. General – Scope

1.1 The following General Terms and Conditions apply to all performances, services, licenses and deliveries provided by us, LEUKOCARE AG, 82152 Martinsried / Munich, to the customer and all corresponding rights and/or obligations of us and the customer. They shall apply in particular to services provided by us and covered by any kind of a (service) contract (e.g. Development (Study) Agreements, Material Transfer Agreements etc.) between us and the customer, services based on individual orders of the customer and the delivery of goods by us to the customer.
1.2 We hereby expressly object to any deviating or supplementary general terms and conditions originating from the customer. This also applies if we do not expressly object to such other terms and/or conditions by the customer or unconditionally accept orders from the customer or perform our services despite being aware of conflicting or different terms and conditions of the customer.
1.3 We reserve the right to modify our General Terms and Conditions 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 may always be subject to change, unless otherwise specified by us. Orders shall only be deemed as accepted when we have accepted them vis-à-vis the customer based on an order confirmation in text form (e-mail sufficient), effected delivery of goods ordered or performed our services.
2.2 Verbal agreements after the conclusion of the contract and, especially, any subsequent amendments or supplements to our General Terms and Conditions, as well as collateral agreements of any kind, shall require our confirmation in text form (e-mail sufficient) in order to be effective. § 305b of the German Civil Code (BGB) shall remain unaffected.

3. Service Performance & Delivery of Goods

3.1 The type and scope of our services and the delivery dates are determined by our quotation/offer in text form (e-mail sufficient). Therefore, the performance periods of services and the delivery of goods by us begin with the dispatch of the subsequent order confirmation in text form (e-mail sufficient), but not before all technical questions and all details of the order execution have been clarified between the parties.
3.2 We are entitled to make partial deliveries of goods and/or partial performance of services, provided that these are not unreasonable for the customer. We may invoice each partial delivery or service separately. If we exercise our right to make partial deliveries, packaging and shipping costs will be charged only once.
3.3 In the event of force majeure or other unforeseeable circumstances for which we are not responsible – such as industrial actions, disruptions to the energy supply or supply of raw materials or substances, transport disruptions, pandemics or official measures – performance and delivery periods shall be extended when we are prevented from fulfilling our obligations on time for so long as and to the extent that the effects of such force majeure circumstances persist. We will inform the customer of the commencement and of the end of such impediments to the performance of the respective service or delivery without delay. This also applies if these events occur during an already existing default or at a subcontractor.
3.4 If the performance of services or the delivery of goods becomes permanently impossible or unreasonable or is delayed for more than twelve weeks without us being responsible for this circumstance, we shall be entitled to terminate our service and/or delivery actions and obligations by declaration to the customer in text form (e-mail sufficient). In this case, we are not obliged to compensate the customer for damages. We will inform the customer immediately about the impediment to perform our services or to deliver and the consequences thereof according to these General Terms and Conditions.
3.5 Importing, exporting and/or the transferring of our goods to other countries may be subject to country-specific and/or transnational import or export regulations. The customer shall be solely responsible for obtaining the respective appropriate permits and authorizations.
3.6 If by our services or deliveries within the territory of the EU (except Germany) value-added tax is realized, the customer of these services or deliveries shall satisfy the value-added tax obligations for us at the customer's own expense.

4. Dispatch, Risk Bearing, Default Acceptance

4.1 Unless otherwise agreed in writing, dispatch shall be "Ex Works/Martinsried" (Incoterms 2020). We reserve the right to specify different works.
4.2 If according to clause 4.1 otherwise agreed, we will arrange shipment to the customer in the customer's name and at the customer's own risk and costs. If the customer has not provided special shipping instructions, we will ship the goods by suitable and economic means of shipment we consider appropriate.
4.3 The risk for damage or loss during transport shall pass to the customer as soon as the goods have been made available to the customer at our respective dispatching factory from which delivery is effected, have been handed over to the transport company or have left our factory or warehouse. Above all, from this moment on damage or loss shall not release the customer from the obligation to pay the purchase price to us in full. At the customer's request, which must be communicated in text form (e-mail sufficient) when the order is placed, we will take out transport insurance for the delivery in the customer's name and at the customer's expense.
4.4 A service performed or good delivered in accordance with the contract must be accepted by the customer without delay. If the performance of our services or the 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 goods 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.
4.5 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 such as costs for inspection, dispatch and booking in accordance with the amount of work involved.

5. Prices

5.1 Unless agreed otherwise in writing, our prices are in Euro, gross, “Ex Works/Martinsried” (Incoterms 2020) and without any deductions. 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 Additional costs incurred by us due to subsequent changes to the order by the customer will be charged to the customer.

6. Payments

6.1 Our invoices are payable directly to us by bank transfer 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. All payments must be made free of charge and postage-free for us. The customer agrees to receive invoices electronically.
6.2 In the event of a payment default, interest on arrears shall be payable at a rate of 9 percentage points above the base interest rate from the day the payment default occurs in accordance with § 247 BGB. This does not exclude the assertion of further damage caused by default, whereby the customer's right to prove that only minor or no damage has been incurred remains unaffected.
6.3 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 via a written declaration.
6.4 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 and perform services only concurrently to this advance payment. If the customer does not provide the demanded security according to sentence 1, we shall be entitled to refuse the delivery of our goods or the performance of our services until the respective security has been provided. The right to refuse the delivery and/or performance shall cease once payment has been made or the customer has put up security. Once the deadline according to sentence 1 has expired without success, we have the right to rescind from the contract.

7. Warranty & Notice of Defects

7.1 It is the customer's responsibility to immediately inspect the outcomes of the services performed by us after their transmission to the customer or the goods delivered after their delivery to the customer at the customer’s own expense to ensure that they are defect-free, particularly with respect to faultlessness and completeness, and to notify us immediately in text form (e-mail sufficient) of any defects, incorrect deliveries or missing quantities. For the notification because of apparent defects, a maximum preclusive period of one week shall apply, starting with the receipt of the outcomes of the services performed by us or the receipt of the goods delivered by us. Hidden defects must be reported by the customer in text form (e-mail sufficient) immediately upon their discovery. If the customer does not fulfill any of these obligations, the respective service performed or good delivered by us is considered to be approved also considering this respective defect; clause 8 of these General Terms and Conditions remains unaffected. In case of partial deliveries or service performances according to clause 3.2, the aforesaid shall apply to each partial delivery or service performance.
7.2 For each notice of defect, we shall be entitled to inspect and test the performed service or delivered good complained about. At our request, the customer shall return the good or outcome complained about according to clause 7.1 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 damages caused by the use of other than the replacement and accessory parts and/or consumables expressly recommended and approved by us are excluded from any warranty.

8. Liability

8.1 We shall only be liable for damages in cases where the damage was caused by ordinary negligent infringement of an essential contractual obligation or by gross negligence or intent on our side. Essential contractual obligations are those whose fulfillment is essential for the proper performance of the respective contract between the customer and us and on whose fulfillment the customer may rely. If we are held liable for an infringement of an essential contractual obligation without the existence of gross negligence or intent, liability shall be limited to the extent of the damage which we could typically expect to arise at the time the contract was made on the basis of the circumstances of which we were aware at this point in time.
8.2 Damage claims in accordance with the German Product Liability Act (Produkthaftungsgesetz) or other mandatory statutory liability provisions and those due to the injury of life, limb and health, fraudulently concealed defects or the assumption of a guarantee remain unaffected.
8.3 Unless specifically otherwise declared by us in writing, we expressly and especially disclaim any customer’s claims for damages with respect to the aspects of non-infringement of third-party-rights, patentability and/or merchantability. Clauses 8.1 and 8.2 shall also apply in this respect; non-infringement of third-party-rights is deemed to be no essential contractual obligation according to clause 8.1.
8.4 If and to the extent that our liability is excluded or limited, this shall also apply to indirect and/or consequential damages and the personal liability of our employees, representatives and/or vicarious agents.
8.5 The customer shall be obliged to inform us immediately and in detail about any damage. In particular, the customer shall inform us immediately and in detail about cases in which third parties raise claims against the customer.
8.6 If the customer sells the good delivered or outcome of the service performed by us unaltered or after processing, transforming, combining or mixing it with other goods to third parties, 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. Statute of Limitation

9.1 Any warranty or liability claims of the customer for material defects or defects of title shall lapse by the statute of limitation after one year.
9.2 This statute of limitation pursuant to clause 9.1. shall not apply in cases in which our liability is not limited pursuant to clauses 8.1. and 8.2.
9.3 The statute of limitation shall begin in the case of delivery of goods with the receipt of the goods by the customer and in the case of the performance of services with the receipt of their outcome by the customer.

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 to us do not infringe on the intellectual property or other rights of third parties. The customer is obliged to indemnify and release us from any claims of third parties in this respect.
10.2 All our proprietary rights, including but not limited to patent rights and other intellectual property rights, are and shall remain the sole and exclusive property of us. The same applies vice versa to the material and proprietary rights of the customer.
10.3 If the customer prescribes by means of specific instructions, information, documents, drafts or drawings, how the goods to be delivered are to be manufactured or processed, 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 by doing so. The customer shall indemnify and release us against all claims asserted against us by third parties due to such infringement.
10.4 With respect to information, improvements, modifications, discoveries and inventions derived directly or indirectly from the performed services or delivered goods (hereinafter summarized as “inventions”) the following shall apply:
a) Any invention that (i) does not relate to any of our technologies, goods and/or services or their use and (ii) necessarily incorporates material provided by the customer on which we perform our services, or solely relates to the use of said material, shall be owned by the customer (hereinafter: “customer-invention”).
b) any invention that is not a customer-invention shall be owned by us.

11. Confidentiality

11.1 In the absence of a separate corresponding agreement in writing, the parties undertake to keep confidential any information which may come to their knowledge in connection with agreements under these General Terms and Conditions or as a result of their business relation and which is marked confidential or, due to other circumstances, is identifiable as confidential, and not to record it nor use it in any other way to the extent such recording or use is not necessary for reaching the contractual purpose.
11.2 The obligations under clause 11.1 shall not apply to the extent that the respective receiving party of confidential information can prove that these respective confidential Information:
a) passed into the public domain, or has become generally available to the public through no fault of the respective receiving party, or was in public domain or generally available to the public already at the time of disclosure;
b) was known to the respective receiving party prior to disclosure hereunder by the respective disclosing party of the confidential information;
c) has been disclosed, revealed or otherwise made available to the respective receiving party by a third party that has lawfully received the confidential information and is under no contractual or statutory obligation of non-disclosure;
d) is required to be disclosed under applicable law or by a binding court/authority order; provided, however, that the respective receiving party shall furnish the respective disclosing party with as much prior written notice (e-mail sufficient) of such disclosure requirement as reasonably practicable, so as to permit the disclosing party, in its sole discretion, to take appropriate action in order to prevent the disclosing party’s confidential information from passing into the public domain or becoming generally available to the public; or
e) is independently developed by the respective receiving party without breach of this obligation.

12. Applicable Law, Place of Jurisdiction, Place of Performance

12.1 The laws of the Federal Republic of Germany without regard to its conflict of laws principles shall apply exclusively to all disputes concerning the validity and/or enforceability of these General Terms and Conditions and any claims/rights and obligations arising from or in connection with any of them or supplementary agreements between the customer and us. The UN Convention on Contracts for the International Sale of Goods (CISG) shall be excluded. The same shall apply to all corresponding individual contracts between us and the customer.
12.2 The exclusive place of jurisdiction for all disputes between the parties arising from or in connection with these Terms and Conditions is Munich. We are also entitled, however, to sue the customer at the court having jurisdiction over the customer's place of business. The same shall apply to all corresponding individual contracts or business relations between the parties.
12.3 Unless otherwise stated in the order confirmation, our place of business in Martinsried shall be the place of performance. This also applies for the place of performance for the customer’s payments.