General Terms and Conditions

of Avicare+ GmbH & Co. KG, Leopoldstraße 116, 06366 Köthen/Anhalt

1. General Scope of Application

The following conditions apply to all services and deliveries, orders, and contracts provided by us unless they are modified or excluded with the express consent of Avicare+ GmbH & Co. KG. Offers are always subject to change. Upon placing an order, customer data (such as address and telephone numbers) will be stored. The invalidity of a clause in the terms and conditions does not affect the validity of the other provisions or terms and conditions as a whole. Invalid or void provisions shall be replaced by provisions that come closest to the purpose of the invalid provision.

Contrary or deviating conditions of the customer are not recognized by us, even if we carry out the delivery or service without reservation despite being aware of these conditions. Upon acceptance of the goods, the customer acknowledges our terms and conditions without reservation, even if there was previous objection. The terms and conditions also apply to all future transactions with the customer, even if we do not expressly refer to the applicability of the sales conditions again. Contractually binding agreements must be made in writing or confirmed in writing.

2. Nature and Scope of the Service/Order Placement

The nature and scope of the services to be provided by the provider are based on the order placed. Before it can be accepted, the order must contain the following information:

(1) Client, delivery, and billing address
(2) Target animal species
(3) Number of animals
(4) Inventory
(5) Veterinarian

Orders may be rejected due to technical and personnel constraints or forwarded to third-party laboratories without consulting the client. The prerequisite for this is that the subcontractor holds a manufacturing authorization sufficient for order fulfillment.

2.1. Offer, Conclusion of Contract

A contract is concluded based on a customer order only when the customer’s order is confirmed in writing, production commences, or the goods are delivered. The customer is bound to their order for a period of 14 days in case of doubt.

2.2. Prices, Shipping, and Shipping Costs

(1) Our prices are in Euros plus the respective statutory value-added tax. Shipping costs, insurance, duties, and other charges payable on the goods are generally borne by the customer.
(2) In the event of unforeseen cost increases such as currency fluctuations, tax increases, duties, or other public charges, especially import duties, import costs, significant increases in raw material prices, we are entitled to pass on the price increase to the customer. If the price increase exceeds 15% of the original price, the customer may reject the price increase. In this case, we are entitled to withdraw from the contract.

3. Delivery, Delivery Deadlines, Delivery Difficulties

The delivery period for stock-specific vaccines is 6-8 weeks after receipt of order and isolate. In the event of difficulties regarding delivery deadlines, e.g., due to methodological or equipment-related reasons, the client will be promptly informed.
(1) Agreed delivery deadlines refer to the shipping date of the goods.
(2) Delivery is subject to correct and timely self-supply by our suppliers and timely arrival of the goods with us.
(3) Delivery delays due to force majeure or circumstances arising after contract conclusion that are beyond our control entitle us to postpone delivery dates and deadlines by the duration of the hindrance plus a reasonable period.
(4) We are not obliged to perform in advance unless expressly stated otherwise. We reserve the right to perform only upon payment.
(5) In case of delivery delay, the customer can only withdraw from the contract if a reasonable grace period set by the customer in writing for performance has expired. In case of doubt, a grace period of four weeks is reasonable.
(6) We are entitled to partial delivery to a reasonable extent.
(7) The goods travel at the customer’s risk. The risk passes to the customer upon handover of the delivery item for loading to the carrier, or if transported by us, upon commencement of loading activity, but no later than upon leaving the plant to the customer.

4. Provision, Customer Specifications

(1) If the customer provides us with parts or materials, especially pathogens, for the production of stock-specific vaccines (provisions), the customer is responsible for the sufficient quality and suitability of the provision for further processing and production of the end product, as well as for proper packaging and transportation to our laboratory until receipt. We do not assume any responsibility unless the lack of quality/suitability is due to our specifications.
(2) We do not accept liability and warranty for defects and quality reductions of the end product due to provisions or customer specifications. If the order proves to be unfeasible due to the nature or quality of the provided material or due to customer specifications, we are released from our performance obligations. We are entitled to invoice services already rendered on a time and material basis, unless we are responsible for the infeasibility. If the order can only be carried out with additional effort due to the nature of the material, we are entitled to charge this additional effort.
(3) The customer is obliged to ensure the usual safety precautions when providing pathogens. If samples are handed over to us containing special risks, the customer must notify us in writing and clearly label the samples. The customer is liable for all damages caused by breaches of safety requirements, defects, or unsuitability of provisions.

5. Performance Obligations, Quality, Defects

We operate a quality assurance system according to the principles of DIN EN ISO 9001.
(1) We manufacture the goods according to the contractually agreed customer specifications. The responsibility for the customer’s specifications as well as the examination and decision on the application and proper use of our goods lies solely with the customer. We do not assume any testing obligation in this regard.
(2) We do not assume any obligations beyond the delivery of the goods, especially no advisory obligations.
(3) There are no claims for defects in case of damages or quality reductions that occur after the transfer of risk or are attributable to the customer.
(4) The customer is obliged to promptly inspect the goods for defects, including deviations in quality and quantity. To preserve warranty claims, any complaints about the goods must be reported to us in writing no later than 10 days after receipt, or in the case of hidden defects, upon discovery. Otherwise, the delivery is deemed contractually approved. Notes on delivery notes are not considered a notice of defects.
(5) In case of defects, we will, at our discretion, provide subsequent performance; usually, we will deliver free replacement after the return of the disputed goods. The deadline for subsequent performance must, unless the customer’s legitimate interests oppose it, be at least four weeks.
(6) In the relationship between customers and us as the manufacturer, it is the customer’s responsibility to monitor products supplied by us after they have been placed on the market and to react to any hazards or risks.

6. Right of Withdrawal, Claims for Damages

We are only liable for damages if we are guilty of intent or gross negligence. In case of negligence, our liability is limited to the damage that we had to expect based on the circumstances known to us at the time of contract conclusion. Except for exercising statutory withdrawal rights or justified returns due to defects, exchange or return of stock-specific vaccines is not possible. In

particular, we are not obliged to accept or return goods sent back to us without our prior consent or to provide storage. There is no option for replacement due to the imminent expiration of the minimum shelf life of a vaccine.

7. Use of Stock-Specific Vaccines

When using stock-specific vaccines, the risk of incompatibility, especially due to possible bacterial toxins or adjuvant side effects, cannot be completely ruled out. We are not liable, especially for consequential damages such as production losses or decreases in the value of vaccinated animals. Therefore, customers who use stock-specific vaccines obtained from us are obligated to test the stock-specific vaccine initially to exclude compatibility issues on a small number of animals before deciding on the use in the overall animal population or for large numbers of animals.

8. Confidentiality

We undertake to treat data and information from the contractual relationship that are neither generally accessible nor generally known confidentially.

9. Payment Terms

Invoices are to be paid within 30 days of issuance. The receipt of payment on our account is decisive. The account details are stated on the invoice.

10. Place of Performance, Applicable Law, Jurisdiction

The place of performance for all services under the contract is our place of business in Köthen. German law without the referral provisions of private international law and excluding the UN Sales Convention applies exclusively to all legal relationships between the client and us as the manufacturer. The place of jurisdiction is Köthen/Anhalt.

As of April 10, 2024