Terms and Conditions of Purchase (for Suppliers)

This English translation is provided for convenience only. The German version is legally binding.

For deliveries and services to galactics GmbH

Last updated: 25 August 2026

§ 1 Scope of Application, Defence Clause

(1) These General Terms and Conditions of Purchase (AEB) apply to all orders for goods and services placed by galactics GmbH, Mühlenstraße 8a, 14167 Berlin (hereinafter "we" or "Purchaser"), with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (hereinafter "Supplier").

(2) These AEB apply exclusively. Deviating, conflicting or supplementary terms and conditions of the Supplier shall not become part of the contract unless we have expressly agreed to their application in text form. This also applies if we accept or pay for the delivery without reservation in the knowledge of conflicting terms.

(3) These AEB apply to future orders only if reference is made to them in the respective order.

§ 2 Orders and Conclusion of Contract

(1) Orders are binding only if they have been placed by us in text form. Verbal collateral agreements require our confirmation in text form to be effective.

(2) The Supplier shall confirm our order in text form within five working days. After expiry of this period, we are no longer bound by the order.

(3) If the order confirmation deviates from our order, the contract is concluded only if we consent to the deviation in text form.

§ 3 Prices, Invoices, Payment

(1) The agreed prices are fixed prices plus statutory VAT. The delivery term stated in the order is decisive. In the absence of such a statement, the prices include packaging, transport, transport insurance and customs duties, free to the named delivery address (DDP in accordance with Incoterms 2020).

(2) Invoices must be issued stating our order number, the article numbers and the quantities delivered. Invoices not issued properly are deemed to have been received only as of the time of their correction.

(3) Payments are due within 30 days after complete delivery and receipt of a proper invoice — whichever event occurs later is decisive. Cash discounts and deviating payment terms will, where desired, be agreed in the respective order. Our statutory rights of retention and price reduction in the event of defective delivery remain unaffected.

(4) Payments do not constitute any acknowledgement of the delivery as being in conformity with the contract.

§ 4 Delivery Time, Default

(1) Agreed delivery dates and periods are binding. The decisive point in time is the receipt of the goods at the delivery address named by us.

(2) If the Supplier realises that an agreed date cannot be met, it shall notify us without undue delay in text form, stating the reasons and the expected duration. The notification does not affect our rights arising from the default.

(3) In the event of a delay in delivery, we are entitled to the statutory claims without restriction, in particular the right to demand damages in lieu of performance and to withdraw from the contract after the fruitless expiry of a reasonable grace period.

(4) Partial deliveries and early deliveries require our prior consent in text form.

§ 5 Quality, Documentation and Legal Compliance

(1) The Supplier shall deliver only goods that conform to the agreed specification status, the state of the art and all applicable legal requirements.

(2) Obligations under chemicals legislation. When supplying substances and mixtures, the Supplier shall, unprompted and no later than with the first delivery, provide a complete, up-to-date and internally consistent safety data sheet in German in accordance with Annex II of Regulation (EC) No 1907/2006 (REACH). The Supplier warrants that the classification and labelling comply with Regulation (EC) No 1272/2008 (CLP), that the information on the product identifier, molecular formula, molar mass, salt form and CAS number is accurate and mutually consistent, and that any registration, reporting and notification obligations have been fulfilled.

(3) Analytics. For each batch, a certificate of analysis (CoA) shall be provided unprompted and, upon request, the underlying raw data (in particular HRMS, NMR and HPLC data). Information on identity, purity and content must be verifiable on the basis of the data provided.

(4) Marketability. The Supplier warrants that the delivered goods are marketable (legally saleable) in the Federal Republic of Germany and, in particular, do not fall under the annexes to the German Narcotics Act or the substance groups of the German New Psychoactive Substances Act. If the legal situation changes or the Supplier becomes aware of pending proceedings that could affect marketability, it shall inform us without undue delay.

(5) Traceability. Batch numbers must be stated on the delivery note, the invoice and the packaging. The Supplier shall keep retained samples of each batch for at least five years and shall make them available to us upon request.

(6) Changes to the composition, manufacturing process, input materials, place of manufacture or packaging require our prior consent in text form.

§ 6 Acceptance of Goods, Inspection and Notice of Defects

(1) Goods are always accepted subject to inspection for defects.

(2) Our duty to inspect and to give notice of defects pursuant to Section 377 of the German Commercial Code (HGB) is specified as follows: We shall give notice of obvious defects within ten working days of receipt of the goods, and of hidden defects within ten working days of their discovery. Notice is deemed timely if it is dispatched within this period.

(3) We inspect incoming goods for identity, quantity, labelling, completeness of the accompanying documents and externally visible damage, and check them against the certificate of analysis for the batch. For purity, content and composition, we rely on the evidence owed by the Supplier under § 5. Deviations that only become apparent through instrumental analysis are deemed hidden defects within the meaning of paragraph 2. If the document check reveals concrete indications of a deviation, we will carry out a more extensive examination.

§ 7 Claims for Defects

(1) We are entitled to the statutory claims for defects without restriction. The choice of the type of subsequent performance lies with us.

(2) For claims for defects in the purchase of substances, mixtures and other goods, the limitation period is 36 months from delivery; this extension takes account of the fact that deviations in identity, purity and content regularly become apparent only through later analysis or in the context of use. The statutory periods apply to work and services. Longer statutory periods remain unaffected.

(3) If the Supplier fails to fulfil its obligation of subsequent performance within a reasonable period set by us, we are entitled to remedy the defect ourselves at the Supplier's expense or to have it remedied by third parties. In urgent cases — in particular where operational safety is at risk, in order to avert disproportionately large damage or where official measures are imminent — no setting of a deadline is required.

(4) In the event of the return of defective goods, the Supplier bears all costs and the risk of transport.

§ 8 Liability, Indemnification, Product Liability

(1) The Supplier is liable without limitation in accordance with the statutory provisions for defects and for damage attributable to the delivered goods.

(2) Indemnification. The Supplier shall indemnify us against claims by third parties and against official measures that are based on the Supplier's culpable breach of the contractual agreements or of the legal requirements applicable at the time of delivery — in particular in the case of incorrect or incomplete classification, labelling or documentation and in the case of deviations in identity, purity or content. Fault is presumed; the Supplier remains free to prove that it is not responsible for the breach. The indemnification covers the costs of appropriate legal defence as well as the costs of recall and take-back measures, insofar as these are officially ordered or objectively necessary. It is limited in amount to the coverage amount pursuant to paragraph 3, unless the Supplier has acted with intent or gross negligence. Not covered are claims based on our own distribution, advertising or supply decisions; Section 254 BGB remains unaffected.

(3) Insurance. Throughout the entire business relationship, the Supplier shall maintain business liability and product liability insurance with a coverage amount of at least EUR 2,000,000 as a lump sum for personal injury and property damage per claim, and shall provide evidence thereof upon request within ten working days. If it fails to do so despite a deadline being set, we are entitled to put open orders on hold. Further claims remain unaffected.

§ 9 Withdrawal, Termination

(1) We are entitled to the statutory rights of withdrawal and termination. If, after the conclusion of the contract, circumstances become apparent that seriously jeopardise the Supplier's ability to perform, we are entitled to refuse our performance until the counter-performance has been rendered or security has been provided (Section 321 BGB).

(1a) If it transpires that the delivered goods were already not marketable in the Federal Republic of Germany at the time of delivery, we are entitled to withdraw from the contract. If the legal situation changes only after delivery, the parties shall consult with each other without undue delay on how to proceed, including take-back and disposal.

(2) In such a case, any performance already rendered shall be reversed concurrently, step by step.

§ 10 Confidentiality, Advertising

(1) The Supplier shall treat all information obtained in the course of the business relationship — in particular order data, specifications, formulations, analytical data, prices and terms — as confidential and shall use it exclusively for the performance of the contract. This obligation continues for five years after the end of the business relationship.

(2) The Supplier may use the business relationship with us as a reference or for advertising purposes only with our prior consent in text form.

§ 11 Data Protection

Personal data of contact persons is processed exclusively for the handling of the business relationship (Art. 6 (1) (b) and (f) GDPR). The Supplier undertakes to comply with the applicable data protection requirements on its part.

§ 12 Final Provisions

(1) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship is Berlin. In addition, we are entitled to bring an action against the Supplier at its general place of jurisdiction.

(3) The place of performance for deliveries is the delivery address named by us; for payments, it is our registered office.

(4) The assignment of claims of the Supplier against us requires our consent in text form. Section 354a HGB remains unaffected.

(5) Should individual provisions of these AEB be or become invalid, the validity of the remaining provisions remains unaffected.

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