1. General

The following General Terms and Conditions of Sale and Delivery shall form an integral part of each contract entered into by SiKÉMIA and its customers. Terms and conditions of business deviating from the following Terms and Conditions of Sale and Delivery shall only apply if they have been expressly confirmed by SiKÉMIA in writing. They shall not be binding on SiKÉMIA even if they are not specifically rejected. Acceptance of deliveries shall at all events be regarded as recognition of the following Terms and Conditions of Sale and Delivery of SiKÉMIA.

Purchase and Use Products of SiKÉMIA shall be sold for scientific purposes or as raw materials. Each and every form of use for human medical purposes shall be at the exclusive risk of the buyer. The possibility of health damages or risks has not been fully researched with many products. Furthermore, for health and safety reasons, we shall not supply chemicals to private individuals or deliver to residential addresses. Orders will be accepted from bona-fide business customers only.

  1. Conclusion of contract

The buyer’s order shall only be valid upon receipt of a written order acknowledgement by SiKÉMIA; prior quotations by SiKÉMIA shall be subject to change without notice. The substance and scope of the order shall be determined by the order acknowledgement. Information provided on technical data prior or together with the order acknowledgement, e.g. dimensions, weights, etc., as well as documents made available to the buyer, e.g. illustrations and drawings, shall only be binding if they have been expressly confirmed by SiKÉMIA in writing. Any ancillary agreements must be confirmed by SiKÉMIA in writing.

  1. Prices and payments

List prices at the time of delivery shall apply and – in the case of successive delivery contracts – for the undelivered quantities. All prices shall be subject to value-added tax at the statutory rate (cf. Section 5 for despatch costs). Any changes occurring after the purchase contract concerning raw material prices, customs duty, information on the products and freight, etc., shall be credited or charged to the buyer immediately in the case of a continuing obligation and otherwise four months after the date of the contract. Delivery terms and conditions, e.g. FOB or CIF, shall be interpreted in accordance with the latest Incoterms of the International Chamber of Commerce.

Unless expressly agreed otherwise, payment shall be made net in cash or by credit transfer within 30 days of the invoice date to the accounts office or bank account of SiKÉMIA. If a deduction has been agreed, this may only be claimed if all outstanding invoices on the date in question have been settled at least simultaneously.

Bills of exchange shall not count as cash payments. They shall only be accepted as conditional payment after prior agreement. SiKÉMIA shall assume no liability for the prompt presentation and protesting of bills of exchange.

If instalment payments have been agreed, SiKÉMIA shall be entitled to demand immediate payment of the purchase price regardless of any agreed maturity date if an agreed payment date is not upheld by the buyer, if a bill of exchange is protested or if payments are suspended, and shall also be entitled to refuse execution of further deliveries or acceptance of further orders until settlement has been effected by the buyer.

The withholding of payments by the buyer, or the deduction of any counterclaims of the buyer contested by SiKÉMIA, shall be excluded.

  1. Delivery period

SiKÉMIA shall make every effort to despatch deliveries within the agreed delivery period. SiKÉMIA shall inform the buyer if the delivery period will be longer. It shall reserve the right to make part-deliveries.

All agreed delivery dates shall be subject to proper and due receipt by SiKÉMIA, however. The delivery period shall commence upon despatch of the order acknowledgement but not before the buyer has performed any preliminary obligations.

  1. Despatch and transfer of risk

The products to be delivered shall be despatched and packed in line with customary trade practices. Shipments shall be at all events be made at the risk of the buyer.

  1. Reservation of title

SiKÉMIA shall retain its title to the delivered products pending receipt of all payments under the delivery contract.

Each and every adaptation and processing of the products delivered as well as their combination with third party chattels by the buyer or third parties shall be made on behalf of SiKÉMIA without any commitments being assumed by the aforesaid as a result.

SiKÉMIA shall reserve the right to the ownership and copyright of all drawings, specifications, specimens and samples, etc. The aforesaid may not be made available to any third parties.

  1. Third party property rights

If SiKÉMIA is required to deliver products based on the buyer’s drawings, specifications, specimens and samples, etc., the latter shall be responsible for ensuring that SiKÉMIA infringes no third party property rights as well as the risk of the suitability of the products for the intended purpose and the buyer shall indemnify SiKÉMIA against all actions, losses, damages, expenses, costs or other liability including legal fees arising from any claims of infringement of third party intellectual property rights. SiKÉMIA accepts no liability (to the extent permitted by French law) for any claims made against a customer for any infringement of third party intellectual property rights in connection with the sale of products by SiKÉMIA

If SiKÉMIA is forbidden to produce and deliver products produced on the basis of the buyer’s drawings, specifications, specimens and samples, etc., SiKÉMIA shall – without being obliged to examine the legal position and excluding all and any compensation claims on the part of the buyer – be entitled to discontinue production and delivery and to demand compensation from the buyer for the costs sustained as a result. This shall not prejudice additional compensation claims on the part of SiKÉMIA.

Nothing contained herein shall construe as or operate to grant any licence to the buyer in respect of any of SiKÉMIA’s existing or future patent rights, registered or unregistered designs, copyright, trade names, trademarks or other intellectual property rights.

  1. Withdrawal and damage compensation instead of performance

If SiKÉMIA does not duly perform or fails to duly perform contractually (“breach of duty”), then the buyer shall only then be entitled to withdraw from the contract or to damage compensation instead of the performance:

  1. a) if the breach of duty by SiKÉMIA is not insignificant.
  2. b) if the buyer demands of SiKÉMIA in writing to perform within an appropriate period of at least 14 days.
  3. c) if SiKÉMIA has nevertheless failed to perform within this period.

If SiKÉMIA should have not performed or not performed contractually within the due period set by the buyer, then SiKÉMIA can request that the buyer within an appropriate period declares whether the buyer continues to insist on the performance. SiKÉMIA is not obliged to perform until the buyer decides.

  1. Liability for defects

SiKÉMIA shall be liable for defective products as follows:

Complaints by the buyer presuppose that the buyer has observed its due obligations of inspection pursuant to articles 377, 378 of Commerce Code and has complained identified defects immediately, or no later than eight days following identification, in writing to SiKÉMIA.

SiKÉMIA will fulfil its duties to perform with the due care of an orderly businessman. It assumes liability that the object of the contract is free of defect for a period of 12 months beginning with the delivery date; this shall not otherwise prejudice article 438 paragraph 3 of Civil Code.

Claims of the buyer due to defects are excluded in cases of insignificant material defects. An insignificant material defect is then especially the case if the value or the suitability for a usual application is only insignificantly diminished.

In the event that objects of the contract are defect, then SiKÉMIA can at its own discretion firstly undertake to deliver replacement or improvement (subsequent performance). Subsequent performance is excluded if SiKÉMIA sustains disproportionate costs thereby.

If the subsequent performance should fail, is refused, is unreasonable or if the buyer has set SiKÉMIA a due period for subsequent performance that has not produced results or if the setting of a due period may be dispensed with, then the buyer is entitled to demand reduction or to withdraw from the contract. The right to demand compensation for damage or for expenditure in vain shall not be prejudiced.

Possible health damages and risks have not been fully researched with many products. SiKÉMIA shall not be liable for damages arising from improper use, storage, etc., by the buyer or a third party, or as a result of natural wear and tear. Technical information insofar as known to SiKÉMIA shall be passed on to the buyer.

  1. Related obligations

Technical application advice by SiKÉMIA in word and deed shall be non-committal, also in respect of any third party property rights, and shall not exempt the buyer from his/its own examination of the products of SiKÉMIA with regard to their suitability for the intended purpose. Any human medical application shall be made on the exclusive responsibility of the buyer.

  1. Liability

SiKÉMIA shall only be liable – for whatever legal reason – if the damage has been caused in culpable breach of an essential contract duty in a way that endangers achieving the purpose of the contract or by gross negligence or wilful conduct on the part of SiKÉMIA.

If SiKÉMIA is liable for the breach of an essential contractual duty in a way that does not constitute gross negligence or wilful conduct, then the liability shall be confined to that scope of damage the occurrence of which it would typically have had to reckon with according to the circumstances known to it at contract conclusion. The foreseeable typically occurring damage amounts thereby to the value of the goods delivered within the framework of the contractual relationship.

This shall not prejudice damage claims pursuant to product liability law and due to injury to life, body or health.

  1. General conditions

The place of performance for all obligations arising from the contractual relationship shall be the registered domicile of the branch of SiKÉMIA executing the delivery.

With all disputes arising from the present contractual relationship, legal action shall be brought at the court competent for the headquarters of SiKÉMIA if the buyer is a registered trader, a legal entity under public law or a publiclaw fund. SiKÉMIA shall also be entitled to bring legal action at the registered domicile of the buyer.

The present Terms and Conditions shall also remain in full force and effect even if individual provisions are rescinded or legally invalid.

The present terms and conditions of business shall be governed by French law.