General Terms and Conditions for Sales (GTC)of Greiner Bio-One VACUETTE Schweiz GmbH (GBO)
Valid with effect from 8 April 2024
General
1.1 With regard to all business relations of GBO pertaining to the supply of goods or services(both hereinafter referred to as "Deliverables") by GBO, the present GTC shall exclusively
apply. Any differing terms shall be invalid, even if the same have not been expressly
contradicted. Deviations from these GTC intended by the Customer shall only be valid when
acknowledged in writing by GBO. These GTC explicitly apply for any purchase orders placedby the Customer based on these GTC ("Purchase Orders"), contracts with the Customer,
and all transactions between the Customer and GBO entered into in the future, even if these
GTC are not referred to separately on a case-by-case basis.
1.2 All general sale offers (including price lists) by GBO are deemed an invitation to theCustomer to place a Purchase Order and shall be subject to confirmation by GBO in order
to be binding and shall not obligate GBO to make delivery. Customer’s Purchase Orders
and any contracts with Customer subject to these GTC shall become effective upon written
confirmation or upon delivery of the Deliverables by GBO.
1.3 Any agreements shall only become binding upon GBO once they have been concluded inwriting. E-mails shall also be deemed to fulfil the written-form requirement. Agreements
made face-to-face or via telephone and agreements made with GBO’s representatives faceto-face or in writing only become binding for GBO when it has been confirmed to them inwriting.
1.4 Machinery, equipment and tools, as well as manufacturing resources, are the property of
GBO, even if the Customer has made a cost contribution thereto and the proposals anddesigns regarding the Deliverables to be manufactured originate from the Customer.
1.5 Instructions in brochures, instructions for use, user manuals, and other product information
provided by GBO (“Instructions”) must be strictly followed. The instructions for use define afield of application for the Deliverables (“Intended Use”). Without prior written consent of
GBO, the Deliverables must not be used and/or handled outside the Intended Use and/or
other Instructions. Furthermore, the Deliverables must not be combined with other products
and/or substances. GBO hereby expressly warns against the use and/or the handling of the
Deliverables and/or combination with other products and/or substances without prior writtenconsent of GBO. The Customer is obliged to strictly adhere to the content of the documents
made available to it and may not amend them. Insofar as a contractual territory is agreed,
the Deliverables may only be used within such territory. The Customer shall inform all further
buyers (customers) or users accordingly. GBO shall not be responsible and does notassume any liability in respect of any incorrect and/or insufficient information contained intechnical documents, product descriptions, sales brochures, instruction manuals, or any
other documents prepared by the Customer, which are in any manner provided or madeavailable to the customer or user. The same shall also apply if GBO shall have authorized
or given its consent to such documents, because such authorization or consent shall belimited merely to the layout and compliance with corporate identity and shall not pertain tocontent.
Terms of delivery
2.1 In General, delivery is performed using following Incoterms (Incoterms 2020):
Collection:
EXW St. Gallen
Truck (by GBO):
DPA + contractually agreed destination
Courier (by third party): DAP + contractually agreed destination, whereby:
For an order value of up to CHF 300.00, a transport/shipping
surcharge of CHF 25.00 will be charged to Customer.
For an order value of CHF 300.00 or more, a transport/shipping
surcharge of CHF 15.00 will be charged to Customer.
In case of express delivery, a transport/shipping surcharge of
CHF 25.00 will be charged to Customer.
In case of transactions involving more than two parties, a written agreement on theapplicable Incoterm clause has to be concluded.
Irrespective of the agreed Incoterm clause, the respective transport costs - unless otherwise
expressly agreed in writing - will be charged to Customer in addition to anytransport/shipping surcharge, whereas GBO reserves the right to select the forwarder.
2.2 During the duration of force majeure events (e.g. COVID 19 pandemic), statements of GBO
in connection with transport costs (especially the amount of transport costs) are not binding.
The Customer shall be responsible for the costs of customs clearance for imports as well as
any formalities and the costs thereof (such as product registration, operating licenses)
and/or related costs. GBO shall be responsible for the costs of export customs clearance.
2.3 GBO may deliver, for reasons of packaging, up to 2% (two per cent) more or less of thequantity ordered without being in breach of contract. In such event, the quantity actually
delivered shall be charged.
2.4 In case GBO does not deliver in time, the Customer must set a reasonable cure period forthe delivery in writing. In case GBO has defaulted on the extended cure period, theCustomer may cancel the contract subject to these GTC. During the duration of force
majeure events (e.g. COVID 19 pandemic), statements of GBO about delivery dates as well
as dates in general, forecasts and lead times are not binding. GBO is only liable for default
based on gross negligence or willful misconduct. If the Customer refuses acceptance on thedue date, in particular if the Incoterm clause FCA applies to the delivery in question and no
carrier appears from the contractual partner at the agreed delivery time, it shall neverthelessmake full payment of the purchase price. In such instances, GBO stores the Deliverables at
the risk and expense of the Customer; at Customer’s request, GBO shall insure theDeliverables at Customer’s expense. Upon Customer’s failure to accept the Deliverables
within 14 (fourteen) days of GBO’s offering, GBO is entitled to rescind the contract or claim
damages for non-fulfilment.
2.5 In the event that GBO shall for a temporary period or over the long term find it impossible tofulfil its duty of performance for reasons outside the control of GBO, in particular due tostrikes, lock-out or industrial disputes, epidemics, pandemics, natural catastrophes,
interruption of production in GBO’s factories or at the facilities of GBO’s suppliers or
subcontractors, or in case of default of GBO's suppliers or subcontractors, governmental
import or export restrictions, or other sovereign measures not attributable to GBO (force
majeure) and beyond the control of GBO, the delivery period shall be automatically extended
for the duration of such disruption. Delays in the performance of GBO resulting from the
COVID 19 pandemic shall be qualified as acts of force majeure. If such disruption shall last
for longer than 14 (fourteen) days, both parties shall be entitled to cancel the contract subject

to these GTC. In this event, the Customer shall not be entitled to claim damages and GBO
is discharged from its duty to perform.
2.6 GBO shall be entitled to make partial deliveries and render partial services as far as GBO
may reasonably expect acceptance by the Customer.
2.7 In case of imminent consequences under civil or criminal law due to the delivery of the
Deliverables, GBO is entitled at any time to suspend deliveries or cancel them completely.
In such cases, the Customer shall not be entitled to claim damages.
2.8 GBO is not bound to any future delivery obligation due to the one-time or continuous deliveryof Deliverables to the Customer.
Transfer of risk
The risk of loss passes to the Customer according to the Incoterms individually agreed upon.
The loss or damage to the Deliverables after the risk has passed to the Customer shall not
release the Customer from its obligation to pay the purchase price. If dispatch or shipment
is delayed for reasons for which the Customer is responsible, the risk of loss shall pass to
the Customer from the date of readiness for dispatch. Risk of loss shall also pass to theCustomer if the Deliverables are made available to the Customer and the Customer
unjustifiably refuses acceptance. Any storage expenses incurred after the risk of loss has
passed shall be payable by the Customer.
Retention of title
4.1 GBO shall retain title to the Deliverables until full payment of invoice amounts (retention of
title). This applies even if the purchase price for some of the Customer’s designateddeliveries of goods has been paid, because the retention of title acts as security for thesettlement of the whole amount outstanding.
4.2 Until transfer of title, the Customer shall hold the Deliverables in safekeeping on behalf of
GBO. It shall store the Deliverables in a due and proper manner at its own expense andprotect and insure the Deliverables against destruction and deterioration. In the event of
payment default, GBO shall be entitled without setting a further extension of time to withdraw
from any contract subject to these GTC and to claim return of the Deliverables as well as, if
the Customer fails to comply, to attend at the Customer's places of storage or those of third
parties in order to repossess the Deliverables.
4.3 The Customer shall not be entitled to use or lend the Deliverables as collateral.
4.4 If the Deliverables to which title is held by GBO is mixed, combined or integrated with otheritems, the Customer shall assign its rights of ownership or co-ownership in the new item to
GBO and shall hold the item in safekeeping on behalf of GBO with due commercial care.
4.5 The Customer may sell the Deliverables to which title is held by GBO only in the context ofregular business transactions, and provided it is not in payment arrears. The Customer
hereby assigns to GBO its purchase-price claims against its customers arising from resaleand shall enter the requisite endorsement of validity in its accounts or on its invoices andtake all requisite steps to ensure that such assignment is legally valid.
4.6 Furthermore, in the event of assignment, GBO shall be entitled to notify the Customer's end
customer at any time. Consent to resale, processing or combining shall automatically lapse
as soon as any insolvency proceedings are instituted in respect of the Customer. GBO
undertakes to release any collateral or any part thereof at the request of the Customer if therealizable value of the collateral exceeds the value of the claims to which GBO is entitled.
GBO shall select the collateral to be released.
Prices, payment terms and invoicing
5.1 Unless otherwise agreed in individual cases, all prices and charges are net prices in Swiss
Francs (CHF) exclusive of any statutory value added tax and other taxes or duties, as well
as exclusive of packaging surcharges, transport costs and any processing fees that may be
incurred. Any withholding tax to be borne by GBO shall in all cases be borne by the
Customer.
5.2 The purchase price is in principle the price set by GBO, or if the price has not been set, theprice stated in the current price lists of GBO, as valid at the time of the Purchase Order.
5.3 All charges and tax liabilities arising in connection with a contract subject to these GTC andwhich are not attributable to GBO in accordance with the applicable statutory provisions,shall be borne by Customer. In the event that GBO is nevertheless held liable for such duties
and taxes, Customer shall indemnify and hold GBO harmless.
5.4 The VAT identification number of GBO is CHE-100.924.884. In the case of deliveries to EU
member states, the Customer is obliged to inform GBO immediately of its VAT identification
number.
5.5 The Customer shall be liable for all additional tax payments resulting from incorrect
information provided by the Customer.
5.6 GBO shall not be liable for future tax/legal changes; taxes and duties resulting from such
tax/legal changes shall be borne by the Customer. The Customer must ensure that thesetaxes are duly reported and paid.
5.7 GBO shall be at free to transmit invoices either by post or electronically (e.g. via email).
5.8 Within the framework of an ongoing business relationship, GBO reserves the right to raise
the price of the Deliverables as is necessary based on general price changes beyond GBO's
control (such as exchange-rate fluctuations, currency regulations, customs changes, asignificant rise in costs of materials and manufacture).
5.9 Invoice amounts shall be paid within 30 (thirty) days from date of invoice by way of transfer
to GBO's account, free of any charges and fees, unless otherwise agreed in writing. GBO
and the Customer may agree that the Customer shall open a letter of credit via a bankacceptable to GBO.
5.10 In case of termination of the contract governed by these GTC and concluded between GBO
and the Customer, GBO agrees to continue to supply Customer with Deliverables under thesame conditions as in the case of an ongoing contractual relationship in order for the
Customer to fulfil its mandatory contractual obligations arising from transactions with third
parties for a maximum of six (6) months from the effective date of termination, BUT ONLYUPON ADVANCE PAYMENT AND ONLY IF ALL ARREARS AND/OR OTHER CLAIMS of
GBO HAVE BEEN SATISFIED and GBO has not exercised an extraordinary right oftermination. Customer acknowledges and agrees that it will not be supplied with any
Deliverables if Customer is not in full compliance with this obligation. Customer hereby
waives any claims of damages if GBO does not supply Customer with Deliverables
according to this provision.

Greiner Bio-One VACUETTE Schweiz GmbH | St. Leonhardstraße 31, 9000 Saint-Gall, Suisse | Téléphone +41 71 228 55 22 | Fax +41 71 228 55 21 | office@ch.gbo.com | http://www.gbo.com

1/3

5.11 Payments shall only be effected by bank transfer to the bank account designated by GBO.
Payments by bill of exchange or cheque will not be accepted as fulfilment of the payment
obligation.
5.12 All payments shall be made at Customer’s risk and expense. Customer’s payment obligation
is fulfilled with payment irrevocably, unconditionally and in due time credited to GBO’s
account.
5.13 Retention or offsetting by the Customer based on any counterclaims whatsoever isprohibited.
5.14 In the event of payment default and/or deterioration in the Customer's credit rating,notwithstanding any further rights of GBO, GBO shall be entitled, at its discretion, to: (i)cancel the contract subject to these GTC or suspend further deliveries to the Customer; (ii)
shorten the Customer's payment period; (iii) demand payment in advance; (iv) request
security in the value of the delivery; or (v) charge default interests in the sum of 12 (twelve)%
per annum provided GBO does not incur higher costs for obtaining credit. Furthermore, thedefaulting Customer shall bear all expenses related to the collection and recovery of theoutstanding invoice amounts.
Intellectual property
The Customer acknowledges that the Deliverables are the intellectual property of GBO.
GBO reserves all rights, in particular rights of ownership, in respect of (i) the Deliverables;(ii) manufacturing processes; (iii) filling and utilization processes; (iv) know how, inventions
and improvements; and (v) copyrights, intellectual property rights and applications forintellectual property rights. Unless separately agreed in writing for a clearly defined use,
GBO does not grant any rights or licenses to the intellectual property of GBO to theCustomer. The Customer shall not be entitled to use trademarks of GBO, to use themoutside the Intended Use and/or other Instructions, to modify them, to apply for them or to
include trademarks of GBO into its (registered) corporate name without the explicit written
permission of GBO.
Warranty
7.1 Unless otherwise agreed in writing, the Deliverables shall conform with a contract subject tothese GTC if: (i) it is suitable for a particular purpose of which GBO is expressly notified
upon conclusion of contract and GBO has confirmed the same in writing; (ii) it possesses
the features of an article which GBO or the Customer have presented by way of sample orspecimen; or (iii) it is suitable for the purposes for which a Deliverable of the same type isusually used; or iv) are contained or packaged in the manner usual for such goods or, where
there is no such manner, in a manner adequate to preserve and protect the goods.
7.2 GBO shall not be liable for the Deliverables if, upon formation of the contract the Customer
knew or should have known of such a defect or material breach.
7.3 GBO shall not be liable for any use of the Deliverables outside of the Intended Use and/or
other Instructions.
7.4 The Customer must immediately, upon delivery inspect the Deliverables or have it
inspected. The Customer has no claim for damages for non-conforming Deliverables if it
fails to notify GBO immediately after it has or should have discovered the non-conformity ora defect, specifying the nature of the contractual breach. The Customer shall notify GBO
within 3 (three) months upon delivery about a non-conformity or defect or otherwise forfeit
its rights.
7.5 In case of delivery of non-conforming Deliverables, the Customer shall provide GBO areasonable cure period to fulfil its duties.
7.6 In the event that GBO is not willing or able to fulfil its duties, the Customer may: (i) reduce
the price in the same proportion as that by which the value of the Deliverables at the time ofdelivery compares with the value which the contractual Deliverables would have had at thesame time; or (ii) withdraw from the contract subject to these GTC. If the Deliverables do
not conform to the Contract, Customer may require delivery of substitute goods only if thelack of conformity constitutes a fundamental breach of the Contract and the request for
replacement was requested together with a display according to item 6.4. If, however, GBO
remedies a defect in fulfilment of its duties, or if the Customer refuses to accept fulfilment
by GBO, the Customer may neither reduce the price nor withdraw from the contract which
is subject to these GTC. Moreover, the Customer shall lose the right to declare rescissionof the contract subject to these GTC or to claim substitute delivery from GBO if it is unable
to return the Deliverables in the same condition as that in which it was received by the
Customer.
Vigilance Reporting System for Distributors of Medical Devices (applicable only if
the Customer is also a GBO Dealer1)
8.1 The Vigilance Reporting System for Distributors of Medical Devices aims at ensuring theprotection of health and safety of patients and users.
8.2 In case of an incident, the Customer shall be under a duty to inform GBO immediately
thereof. GBO shall be responsible for taking further action and, in the course thereof, is also
under a duty to report the incident to the competent authorities in accordance with applicableregulations.
8.3 The Customer shall comply with the instructions of GBO.
8.4 In case of a notifiable incident concerning GBO’s products, the Customer may only
communicate with the competent authorities with GBO’s prior written consent. The
Customer shall keep GBO regularly informed of any direct contact with authorities.
Vigilance Recall System for Medical Devices (applicable only if the Customer is alsoa GBO Dealer1)
9.1 The Customer is aware that GBO is under a duty to be able to trace individual Deliverables
including those sold to the Customer’s customers (users). The Customer shall be under aduty to keep records enabling GBO to trace individual Deliverables sold to the Customer.
The Customer shall be under a duty to retain such records for a period of 25 (twenty-five)
years, commencing from the date of delivery to the Customer’s customer. The Customer
must ensure a corresponding system with its own customers. The Customer shall take allnecessary steps to support GBO to identify at all times the location of individual Deliverablesor the customers of such Deliverable. Such obligation is not affected by the termination of
the contract subject to these GTC with the Customer.
9.2 GBO shall initiate a product recall if there is a risk that the use of the Deliverables could
result in death, serious bodily injury or impairment of health of a user.

9.3 The Customer shall be responsible for informing its customers of relevant recall proceduresas provided by GBO.
9.4 Customer’s customer shall confirm the receipt and acknowledge the information provided
via fax or e-mail to the Customer within a period of 10 (ten) days. Otherwise, the customer
must be informed again by the Customer.
9.5 The Customer shall collect such confirmations and deliver the same to GBO.
Liability
10.1 GBO shall be liable for its own fault and for the fault of its vicarious agents. Liability basedon minor negligence shall be precluded unless the related claims are mandatory claims
arising from causation of death, physical injury and/or damage to health.
10.2 GBO's liability in relation to the Customer in respect of all claims under any contract subject
to these GTC, whatever the legal grounds therefor and taking into account the regulation in
Section 10.1, shall be limited to the purchase price of the Deliverables or – in so far as thisshall not be possible on the basis of statutory provisions – a maximum of the simple total of
GBO's business liability insurance, whereby this shall not exceed CHF 2,000,000.00.
10.3 Under no circumstances shall GBO be liable (whether on the basis of contractual liability,
liability in tort or other liability) for: (i) loss of profits; and/or (ii) indirect losses or consequential
losses; and/or (iii) damages resulting from changes the Customer made to the Deliverables
or to items concerning the Deliverables (e.g. Instructions), which deviate from the Intended
Use and/or other Instructions, irrespective of whether or not the parties, upon conclusion ofa contract subject to these GTC, considered such losses, and the same were incurred by
the Customer in connection with the said contract and/or fulfilment thereof. The Customer
shall indemnify and hold harmless GBO and its representatives of claims and actions of third
parties in full, which result from a use of the Deliverables outside the Intended Use and/or
other Instructions.
10.4 If GBO produces the Deliverables in accordance with specifications, drawings, specimens
or other documents provided by the Customer which infringe rights, in particular intellectual
property rights, of third parties, the Customer shall indemnify and hold harmless GBO andits representatives in full. The Customer shall also indemnify and hold harmless GBO andits representatives – especially in case of an infringement of intellectual property rights ofthird parties – in full if the Customer makes changes to the Deliverables or to items
concerning the Deliverables (e.g. Instructions), which deviate from the Intended Use and/or
other Instructions and/or in case of an indirect infringement of property rights on the part ofGBO caused by actions of or the use by the Customer. At GBO’s request, the Customer
shall make advance payments for anticipated reasonable attorney’s fees and legal costs of
preparation, defense, investigation and proceedings. The liability of the Customer shall also
include the costs for out-of-court dispute settlement attempts and in any case reasonable
costs of legal representation.
Confidentiality
11.1 All information disclosed by GBO within the framework of a contract subject to these GTC
shall be deemed confidential unless, at the time of disclosure, it is expressly identified as
non-confidential or, by its nature, is clearly non-confidential. All rights in the confidential
information shall be reserved to GBO and title thereto shall continue to be held by GBO.
11.2 Nothing in these GTC or in a contract between GBO and the Customer shall be interpreted
as granting the transferring any rights to confidential information by transferring ownershiprights in the Deliverables.
11.3 No confidential information may be disclosed to third parties without GBO’s prior writtenconsent.
11.4 Publications of the Customer in respect of or in connection with Deliverables require GBO’s
prior written consent.
11.5 The duty of confidentiality will survive the termination or expiry of a contract subject to these
GTC.
Compliance (applicable only if the Customer is also a GBO Dealer1)
12.1. The Customer undertakes at all times during the contractual relationship with GBO tocomplywith
theGreiner
Codeof
Conduct,
https://www.greiner.com/fileadmin/user_upload/Downloads_Dokumente/8_2020_Code-ofConduct_EN_web.pdf as well as the Greiner Code of Conduct for Suppliers and Business
Partners, https://sustainability.greiner.com/lieferanten/, as amended, plus all applicablelaws and provisions, in particular the US Foreign Corrupt Practices Act of 1977 (asamended), as well as the applicable anti-trust, competition and anti-corruption laws. Neither
the Customer, nor those persons acting in its name, in particular executives, employees orrepresentatives, shall make or offer improper payments or gifts in either direct or indirect
form to third parties, including their employees or executives, or to public officials,
representatives of a governmental agency or authority or those of a political party or acandidate of the latter. The Customer undertakes that its own vicarious agents/partners shallcomply with comparable principles to those of the Greiner Code of Conduct. GBO reserves
the right to audit the Customer at any time during business hours further to prior written
notice to verify compliance to the terms of the said Code of Conduct and all applicable laws
and rules.
12.2. The Customer is aware that some territories, legal entities and/or natural persons are
subject to sanctions and/or embargoes under various jurisdictions (under e.g. US law, EU
law, national law). The Customer is obliged to (i) conduct sufficient due diligence and closely
monitor its customers at all times and (ii) to ensure by means of adequate standards that it
does not supply Deliverables to legal entities, natural persons and/or territories subject toapplicable sanctions and/or embargoes or (iii) otherwise act in violation of applicablesanctions and/or embargos and/or in a manner that would expose the Customer and/or GBO
to potential export or sanctions penalties.
12.3. The Customer is especially obliged to comply with applicable national and international (re)export control regulations, including embargoes, sanctions and other restrictions on the
movement of goods or technology, when passing on Deliverables supplied by GBO to third
parties. In addition, when selling, supplying, transferring or exporting to a third country, withthe exception of partner countries listed in Annex VIII to Regulation (EU) No 833/2014, theCustomer is contractually prohibited from re-exporting to Russia and re-exporting for use in
Russia any Deliverables as listed in Annexes XI, XX and XXXV to Regulation (EU) No
833/2014, common high priority items as listed in Annex XL to Regulation (EU) No 833/2014,
or firearms and ammunition as listed in Annex I to Regulation (EU) No 258/2012 (together
the Restricted Items). In addition, the Customer is obliged to ensure that its own contractual
partners do not re-export the Restricted Items to Russia or to re-export the Restricted Items

1

Dealer shall be a deemed natural person or legal entity engaged in the resale of products to third parties, in particular
end customers, in its own name and for its own account.

Greiner Bio-One VACUETTE Schweiz GmbH | St. Leonhardstraße 31, 9000 Saint-Gall, Suisse | Téléphone +41 71 228 55 22 | Fax +41 71 228 55 21 | office@ch.gbo.com | http://www.gbo.com

2/3

for use in Russia (together with the previous two sentences the Re-Export Restrictions).
The Customer must also take reasonable steps to ensure that its own contractual partners
address and pass on the Re-Export Restrictions within the supply chain.
The Customer agrees that the mentioned Guidelines and Annexes are to be considered in
the currently valid version.
12.4. In the event of a breach of the Re-Export Restrictions, the Customer undertakes toimmediately cease the breach. In particular, the Customer agrees to take immediate
adequate remedies and to cooperate with GBO in developing and implementing strategies
to terminate and mitigate the breach. Such adequate remedies may include, in particular,
conducting an internal investigation, implementing enhanced monitoring procedures,providing additional training to relevant personnel, revising internal policies, or revisingexisting contracts with the Customer’s own contractual partners to ensure strict compliancewith the Re-Export Restrictions. In addition, upon request, the Customer is obliged toprovide GBO with corresponding proof and documentation regarding the implementation of
any remedial measures.
12.5. If any Restricted Items are, directly or indirectly, re-exported to Russia or are re-exported
for use in Russia, or if the Customer has knowledge or reasonable cause to suspect that the
Re-Export Restrictions have been or may be violated, the Customer must immediately notify
GBO in writing. In addition, upon request, GBO reserves the right to audit and inspect
relevant books and financial records of the Customer to verify the Customer's compliancewith the Re-Export Restrictions. The Customer shall provide any information and assistanceas GBO may reasonably require for such audit, including access to key personnel.
12.6. In the event of non-compliance, GBO reserves the right to terminate contracts subject tothese GTC at any time and with immediate effect by written notice to the Customer and theCustomer shall not be entitled to file any legal and/or contractual claims, such as but notlimited to compensation and/or damage claims. Unless otherwise stipulated by mandatory
law, the Customer agrees to indemnify, defend and hold harmless GBO and its Affiliates(including their officers, directors, stockholders, agents, servants, employees,
representatives and/or subcontractors) in full from and against all actions, claims,
allegations, demands, damages, losses, costs and expenses, including reasonable
attorney’s fees, which GBO may incur to the extent that such claims arise out of or result
from violation of provision 12 of these GTC and/or such claims are made from third parties.
At GBO’s request, the Customer shall make advance payments for anticipated reasonable
attorney’s fees and legal costs for investigations and proceedings.
Miscellaneous
13.1 The Customer grants GBO, as well as all affiliated companies of GBO, the right to name theCustomer as a reference customer by using first/last name or company name, address andcompany logo. This right is granted free of charge and is unlimited in time, space andcontent. The Customer can revoke this consent at any time in writing to GBO (e.g. via email).
The legality of the naming as reference customer up to the revocation is not affected by the
revocation of the consent. GBO will remove, under consideration of their legitimate interests,
as far as economically reasonable and/or technically possible, publications already arranged
before receipt of the revocation declaration of the Customer.
13.2 The Customer is not entitled to assign any claims to third parties arising out of or inconnection with any contract with GBO without GBO’s prior written consent and any
assignment in violation of this provision is null and void.
13.3 GBO, as well as all companies with which GBO is directly or indirectly associated by way of
a holding constituting at least 50 (fifty) % (including sister companies), shall be entitled toundertake offsetting in respect of claims which may or may not be due and payable,
including future claims, held by GBO against the Customer or held by the Customer against
GBO.
13.4 Nothing in these GTC and contracts subject to these GTC shall establish a partnership,company or joint venture of any type. Neither party shall be entitled to act as representativeof the respective other party for any purpose whatsoever and/or to commit the respective
other party or to give undertakings on behalf of the other party. In the event of terminationof the contract, the Customer shall not be entitled to any consideration, indemnification, or
remuneration of costs of market development or amortized or non-amortized investments.
13.5 If a provision of these GTC or of any contract subject to these GTC is or becomes illegal,
invalid or unenforceable, that shall not affect the validity or enforceability of these GTC, nor
the validity or enforceability of any other provision of these GTC. The invalid provision shallbe replaced in good faith with a valid, legal and enforceable provision the economic effectof which comes as close as possible to that of the invalid, illegal or unenforceable provision.
13.6 These GTC and all contracts subsequently concluded between GBO and the Customer shallbe subject exclusively to Swiss law. The application of conflict-of-law rules (such as (IPRG),
UN law on the international sale of goods and comparable international agreements is
excluded.
13.7 Exclusive place of jurisdiction for GBO and the Customer is agreed as the court in St. Gallen,
Switzerland, having subject-matter competence. GBO shall also have the right to institutelegal proceedings before a court having competence with regard to the Customer or, at
GBO’s discretion, before any other court being competent according to any national orinternational law.
13.8 The Customer shall not pass on to customers and/or third parties its access data relating to
GBO web portals. In the event of departure of an employee from the Customer, GBO shallbe immediately notified, and the said employee's access data must be immediately
amended. The Customer shall change its passwords at regular intervals.
13.9 GBO applies privacy policy according to its Data Privacy Statement at
https://www.gbo.com/en_CH/data-privacy.html.

Greiner Bio-One VACUETTE Schweiz GmbH | St. Leonhardstraße 31, 9000 Saint-Gall, Suisse | Téléphone +41 71 228 55 22 | Fax +41 71 228 55 21 | office@ch.gbo.com | http://www.gbo.com

3/3