General terms

§1 Application

1. Astra Biotech performs deliveries and renders services exclusively under the general terms of delivery stated below.
2. Any agreements between Astra Biotech and the Customer, deviating from the present terms of delivery should be validated by a written agreement.
3. The present terms and conditions embrace as well the following transactions with the Customer.

§2 Offer

1. Offer, addressed to the Customer, is revocable. An agreement is considered to be concluded after Astra Biotech confirms readiness to deliver goods on defined terms and at defined price. This should be proved by submitting a proforma invoice to the Customer.

§3 Prices and payment terms

1. Prices shall be EXW Berlin. Transportation costs and other extra expenses are charged separately.
2. The prices are exclusive of VAT.  VAT (the rate specified by current legislation) will be specified in the invoice.
3. If other conditions are not specified in the invoice, the payment should be made within 30 days since the day of submitting the invoice. In case of payment delay, a penalty should be levied with a default rate of 0.2 % of the sum stated in the  invoice per day. Any extra expenses incurred by Astra Biotech for reminding and collecting payments shall be borne by the Customer.
4. Payments shall be made by a bank transfer to the account of Astra Biotech GmbH.
5. In case of payment delay further deliveries to the Customer will be made after an advance payment or a bank letter of credit, all bank expenses should stay with the Customer.

§4 Delivery conditions, risk transferring, reservation of title

1. Goods are generally shipped “ex works”. According to agreement with the Customer, Astra Biotech can itself organize transportation to the Customer. Delivery conditions are stated in the invoice.
2. Astra Biotech reserves the right to specify minimal delivered volume.
3. Astra Biotech is not bound by a fixed delivery period except when such period was precisely specified in the invoice as binding and fixed condition. Delivery period is considered observed   if the goods left the warehouse before the appropriate date, or if the Customer was informed that the goods are ready for shipment.
4. In the case of force-majeure circumstances that can not be controlled by  Astra Biotech, which prevent from complete or partial fulfillment of obligation on delivery  of goods or rendering services, namely the fire, unacceptable navigation terms or  unacceptable  means of other communication, power supply disturbance , untimely supply of raw materials, strikes and other acts of the same nature, war, military operations, blockade, governmental prohibition to export or import goods,  or other circumstances emerging after invoicing or signing of contract; the period of delivery is extended for duration of such circumstances. If the above-mentioned circumstances will persist over 60 days, any side is entitled to terminate the respective agreement. In this case no side  is entitled to assert any claim against the other party.
5. The risk of spoiling the products should pass to the Customer at the moment when the goods leave the warehouse to ferryman. This shall also apply in case when transporting is carried out by Astra Biotech.
6. Astra Biotech preserves its ownership upon the products and results of its work until all the money payable by the Customer to Astra Biotech, arising from the business connection will be paid in full by the Customer.

§5 Quality and warranty for defects and damage.

1. Astra Biotech guarantees the quality of goods within expiration dates in accordance with the certificate of analysis delivered to the Customer together with products, and matching the requirements of In Vitro Diagnostic Directive 98/79/EC.
2. In case if  contractual product delivered by Astra Biotech reveals defects the Customer should immediately notify in writing Astra Biotech on quality defects within 10 days after receiving the goods.
3. Quality claims don’t influence the Seller’s responsibility to pay for the goods in full.
4. Astra Biotech should consider the Customer’s claims within 10 days since goods reception date and in case if the claim was true, to choose whether the company eliminates the defect by rectification, additional delivery or goods replacement. Customer shall provide best efforts to support Astra Biotech in ascertainment and removal of defects in accordance with Astra Biotech recommendations, as well as in organizing replacement of goods.
5. Replacement of goods must be fulfilled during the period agreed with the Customer.
6. Return of goods, not authorized by Astra Biotech, will be realized at the Customer’s expense, and if it is impossible to take them, the goods will be returned to the Customer at his expense. Astra Biotech does not assume any warranty for damaging or spoiling of goods resulting from such non-authorized return.
7. Astra Biotech bears no responsibility for goods quality if the Customer doesn’t follow the instructions for goods usage and storage.
8. Astra Biotech shall be liable for damages only in case of previous non-fulfillment its duties if the damage was foreseeable and preventable, or in case of infringement of any obligation which observation is essential for the purpose of the agreement. Damage compensation is limited by 5 per cent of the part of deal during which a grievous infringement of obligation was admitted.
9. Claims limitation period makes 1 year.

§6 Other Conditions

1. Place of performance is residence of Astra Biotech.
2. Period of limitation of Astra Biotech’s claims makes 3 years in accordance with § 195 BGB.