Standard Terms andConditions of Sales of Goods
and Services for US entities
PART I- GENERAL TERMS AND CONDITIONS
1) ACCEPTANCE, SCOPE AND STRUCTURE OF THESE
TERMSa) These general terms and conditions of sale (“GTC”)
apply to the sale of the Goods (as hereinafter defined)
and Services (as hereinafter defined) as set out in the
Quotation provided by the Sartorius entity(“Sartorius”), to which these terms are appended (the"Quotation"). The Quotation defines the Price,
Delivery and any other special conditions which will
apply. Sartorius shall supply and the Customer (ashereinafter defined) agrees to purchase the Goods
and (if applicable) the Services in accordance with andon the basis of these GTC which together with theSpecifications (as hereinafter defined) and the
Quotation constitutes the “Agreement”.
b) The Agreement comprise the entire agreement
between the parties, and supersede all prior orcontemporaneous understandings, agreements,
negotiations, representations and warranties, andcommunications, both written and oral. This
Agreement prevails over any of Customer's generalterms and conditions of purchase regardless ofwhether or when Customer has submitted such otherterms. Fulfilment of Customer's order does notconstitute acceptance of Customer's terms andconditions and does not serve to modify or amend thisAgreement.
c) These GTC contain three (3) parts (each, a “Part” andcollectively the “Parts”). Part I contains “General Terms
and Conditions,” which shall be applicable to all salesof Goods and Services. Part II of this Agreement
contains “Terms and Conditions for Sale of Goods,”
which shall be applicable to the sales of Goods, as thecase may be, in addition to the provisions of Section I.
Part III of this Agreement contains “Terms andConditions Sale of Services” which shall be applicableto sales of Services, as the case may be, in addition to
the provisions of Section I.
d) Any of the following shall constitute Customer's
unqualified acceptance of these GTC: (i) written
acknowledgement of these GTC; (ii) issuance orassignment of a purchase order for the Good(s) or
Services thereunder; (iii) acceptance of any shipment
or delivery of Good(s) or provision of Services
thereunder; (iv) payment for any of the Good(s) or

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Service(s); (v) the date when Customer has
downloaded or installed a Software or (vi) any otheract or expression of acceptance by Customer.
Notwithstanding anything herein to the contrary, if awritten contract signed by both parties is in existence
covering the sale of the Goods or Services covered by
the Quotation, the terms and conditions in suchcontract shall prevail to the extent they areinconsistent with these GTC.
e) These GTC shall only apply vis-à-vis commercial
customers and with respect to commercial
transactions.
f) No variation to these GTC shall be binding unlessagreed in Writing between the authorized
Representatives of the Customer and Sartorius.
2) DEFINITIONSIn these GTC:
“Affiliate” means any individual or entity directly or
indirectly (i) controlling, (ii) controlled by, or (iii) undercommon control with the ultimate parent company ofsuch Party. For purposes of this definition, “control”
means the direct or indirect ownership of more thanfifty percent (50%) of the outstanding voting rights, or
the right to control the policy decisions of therespective entity.
“Applicable Law” means all applicable laws, rules,
regulations, orders, codes of practice, researchgovernanceor
ethicalguidelines,
generalmanufacturing or laboratory practice guidelines, otherrequirements of regulatory authorities as well as any
export control regulations and sanction control
programs as amended from time to time.
“Business Day” means any day other than a Saturday,
Sunday or any day which is a federal legal holiday or
any day on which banking institutions are authorized
or required by law or other governmental action toclose.
“Confidential Information” means any information
disclosed in writing, orally, electronically or in any
other form (tangible or intangible) that is confidential
or proprietary in nature concerning the other Party
and/or its Affiliates, including, without limitation, any
details of its business, affairs, customers, clients,
suppliers, plans, strategy, know-how, trade secrets or
products (either existing or under development).
“Consumables” mean the disposable supplies or
consumable products which Sartorius is to supply inaccordance with this Agreement.
“Customer” means the person or entity who accepts
the Quotation of Sartorius for the sale of the Goods or

Last update: March 2024

Services, or whose order for the Goods or Services is
accepted by Sartorius.
“Delivery Location” means the location specified in the
Quotation to which Sartorius shall procure the deliveryof the Goods.
“Equipment” shall mean the equipment for thebiopharmaceutical, chemical, food and beverageindustries and academic sector, which Sartorius is tosupply and install in accordance with the Quotationand the Agreement.
“Force Majeure” means any event outside thereasonable control of either Party and shall include,
without limitation, war, threat of war, revolution,
terrorism, riot or civil commotion, strikes, lockout orother industrial action, blockage or embargo, acts of,or restrictions imposed by Government or publicauthority (including but not limited to shelter-in-placeorders), failure of supply of water, power, fuels,transport, equipment or other deliverables or services,
explosion, fire, radiation, flood, natural disaster oradverse weather conditions, pandemic, epidemic, orActs of God.
"Goods" means the goods (including any instalment of
the goods or any parts for them) which Sartorius is tosupply in accordance with the Quotation and thisAgreement and may include, where the context so
requires, Consumables, Equipment, Instrument,
Media or Media Components, System, Reagents,
Plasmids and/or Software.
“Goods Warranty Period” shall mean the period which
begins on the Goods delivery date to the Delivery
Location and ends one (1) year after the delivery date;or, in the case of Consumable or of Good with a shorter
shell-life, ends the earlier of: (i) one (1) year after thedelivery date; or (ii) the expiration of the shelf life(dateof expiration or retest date according to the Good
concerned) of such Consumable or of such Good. If
the Goods delivered are devices Sartorius or its
contractors installs at the Customer site, the warranty
period starts at the time of completion of installation,
but in no event later than two (2) months after
delivery.
"GTC” means the standard terms and conditions set
out in this document and (unless the context otherwise
requires) includes any special terms and conditions
agreed in writing between the Customer and Sartorius.
“Intellectual Property” means patents, patentapplications, utility models, designs, Inventions (ashereinafter defined), invention disclosures, trade
secrets, know-how, registered and unregisteredcopyrights, works of authorship, computer software
programs, source codes, data bases, trademarks,
service marks, trade names and trade dress and any
similar proprietary rights and any licenses or user rights
related to the foregoing.
“Invention” means any new device, design, product,

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computer program, article, method, process, or
improvement or alteration thereon, whether or notpatentable, copyrightable, and protectable under any
applicable mask works law, protectable as a trade
secret or protectable under any similar law.
“Media or Media Components” means biologicaland/or chemical media compositions, proteins,
microcarriers, excipients, preservation solutions, andmedia supplements supplied in accordance with the
Quotation and the Agreement.
“Object to Be Serviced” means any object on which
the Services are to be performed, including, but notlimited to, Goods.
“Plasmid” means any gene expression system supplied
by Sartorius in accordance with related Quotation andthis Agreement.
“Price” means the price for the Goods determined inaccordance with the Quotation and “Prices” shall beinterpreted accordingly.
“Quotation” means the Quotation prepared by
Sartorius and issued to the Customer.
“Reagent” means any transduction reagents,
transfection reagents and/or related small molecules
and/or buffers supplied by Sartorius in accordancewith related Quotation and this Agreement.
“Representatives” means Sartorius and Customer’s
respective employees, agents, consultants, officers,
subcontractors and Affiliates.
“Services”
means
the
repairs,
preventative
maintenance, relocations, retrofits, upgrades,
installations, calibrations and validation services,
together with any spare parts utilized in connection
with the foregoing, in connection with Goods andother objects.
“Services Warranty Period” means the period which
begins on the day of completion of performance theServices and ends ninety (90) days later or such longer
period as may be specified by Sartorius to Customer in
Writing in the Quotation.
“Software” means any proprietary software developedby Sartorius to implement the specified functionality
but excludes operating systems, networking software,standard database packages, standard peripheral
interface software and any third-party software.
“Specification” means the description of the Goods
and Services and attached to the Quotation (if any) orotherwise provided to the Customer by Sartorius orprovided to Sartorius by the Customer (as the casemay be), in Writing.
“System” means Goods which includes the physicalequipment Sartorius is to supply in accordance withthis Agreement together with (to the extent
applicable) the Software and any other deliverables
specified in the Quotation.
“Term” means the period beginning on Customer's
unqualified acceptance of these GTC, through theLast update: March 2024

earlier of: (i) the time period set forth in the Quotationor (ii) as set forth in the key code if Sartorius is licensing
a Software.
"Writing” means any written communication by letteror by e-mail.
Any reference in these GTC to any provision of astatute shall be construed as a reference to thatprovision as amended, re-enacted or extended at therelevant time.
The headings in these GTC are for convenience onlyand shall not affect their interpretation.
3) BASIS OF THE SALEa) Sartorius shall sell and the Customer shall purchase theGoods or Services in accordance with any written
Quotation of Sartorius which is accepted by the
Customer, or any written order of the Customer whichis accepted in Writing by Sartorius, subject in eithercase to these GTC, which shall govern the Agreement
to the exclusion of any other terms and conditions
subject to which any such Quotation is accepted or
purported to be accepted, or any such order is made or
purported to be made, by the Customer. Oralagreements shall only become valid when Sartorius
confirms the same in Writing.
b) Sartorius's employees or agents are not authorized tomake any representations concerning the Goods orServices unless confirmed by Sartorius in Writing. In
entering into the Agreement, the Customer
acknowledges that it does not rely on, and waives any
claim for breach of any such representations which are
not so confirmed.

Sartorius.
4) ORDERSa) Sartorius does not represent, warrant or undertakethat all of the Goods will be available for order at all
times, or until an order is accepted, that Sartorius can
supply the volumes requested.
b) No order which has been accepted by Sartorius may
be cancelled by the Customer except with theagreement in Writing by Sartorius and on terms that
the Customer shall indemnify Sartorius in full against
all loss (including loss of profit), costs (including thecost of all labor and materials used), damages, charges
and expenses incurred by Sartorius as a result ofcancellation.
5) PRICEa) Sartorius may change its prices at any time without
notice. The Price shall be as stipulated in the
Quotation, or in the event of the Quotation being
silent on the matter, in accordance with the list prices
in effect at that time Sartorius accepts Customer’sorder.
b) Except as otherwise stated under the terms of any
Quotation and unless otherwise agreed in Writing
between both the Customer and Sartorius, all Prices
are given by Sartorius on a CPT INCOTERMS ® 2020
basis. The Customer shall be liable to pay Sartorius's
charges for transport, packaging, freighting andinsurance.

c) Any advice or recommendation given by Sartorius or its
employees or agents to the Customer or its employees
or agents as to the storage, application or use of theGoods which is not confirmed in Writing by Sartorius isfollowed or acted upon entirely at the Customer's own
risk, and accordingly Sartorius shall not be liable for any
such advice or recommendation which is not so
confirmed. Marketing and other promotional material
relating to the Goods or Services are illustrative onlyand do not form part of the Agreement. The Customer
agrees that, in submitting an order, it has not relied on
any representation or statements by Sartorius otherthan those expressly set out in the Agreement.

c) All Prices are exclusive of Value Added Tax (orequivalent sales tax) sales, withholding or other tax(other than income tax to which Sartorius may besubject), which shall be payable in addition by the
Customer. If any amount due under the Agreement
is subject to such Value Added Tax, sales, withholding
or any other tax which has the effect of reducing theamount of money which Sartorius would have been
entitled to receive or retain from the Customer underthe Agreement but for such tax, the Customer will, at
Sartorius’s request, pay to Sartorius such additional
sum at the rate for the time being prescribed by law
for that tax. Customers within the EU shall beobligated to indicate their Value Added Tax
identification number.

d) Any typographical, clerical or other error or omission inany sales literature, Quotation, price list, acceptance ofoffer, invoice or other document or information issued
by Sartorius, including Sartorius’s website, shall be
subject to correction without any liability on the part ofd) The Price set forth in the Quotation includes the costof labor, travel and parts, provided that the Service isperformed during the hours covered in these GTC.
Charges for services or goods not covered by theAgreement will be invoiced separately at the time of3

Last update: March 2024

occurrence or delivery and at the prevailing rates.
6) TERMS OF PAYMENTa) Subject to any additional or other terms agreed in
Writing by Customer and Sartorius, Sartorius shall beentitled to invoice Customer for the Price of theGoods and Services on or at any time after delivery of
the Goods or performance of the Services.
b) The Price of the Goods and/or Services provided in
the Quotation may be subject to adjustment in theevent there is:i.
a change to the Specifications or a Customer
requested change to the delivery date or to thequantities of Goods or Services ordered in the
Quotation;ii.
any failure by the Customer to give Sartoriusadequate or accurate information or
instructions which causes Sartorius to incur
additional cost;iii.
a failure by the Customer to collect or accept
delivery of the Goods or allow performance of
the Services in accordance with the Quotationand such increase may include, without
limitation, a processing fee amounting to ten
per cent (10%) of the Price, per month and for a
maximum of two (2) months, after Sartorius has
first notified the Customer that the Goods areready for collection or (as the case may be)
Sartorius has tendered delivery of the Goods(the “Stocking Fee”); and/oriv.
a change to: the cost of materials, costs ofproduction, shipment arrangements (including
expedited
shipment/handing
charges),currency or exchange, increases in taxes andduties or terms outside the original terms
outlined in the Quote).
c) If, two (2) months after Sartorius has first notified theCustomer that the Goods are ready for collection by
the Customer or Sartorius has first tendered deliveryof the Goods, the Goods have not been collected by
the Customer or the Customer has not accepted
delivery of the Goods or the Customer has not
accepted or allowed performance of the Services inaccordance with the Quotation. Sartorius shall beentitled to invoice Customer for the Price of the Goods
and or Services and any amount provided for in clause6(b) and Customer shall remit payment for suchamounts in accordance with the terms in Section 6(d).
d) The Customer shall pay the Price in the invoicing
currency within thirty (30) days of the date ofSartorius's invoice, subject to credit approval, TIME
BEING OF THE ESSENCE, notwithstanding that4

delivery or performance may not have taken place andthe property in the Goods has not passed to theCustomer.
e) If the Customer fails to make any payment on the due
date then, without prejudice to any other right orremedy available to Sartorius, Sartorius shall be entitledto: (i) cancel the Agreement or suspend any further
deliveries or performance to the Customer; and (ii)charge the Customer interest (both before and after
any judgement) on the amount unpaid, at a varying
rate of the lesser of (y) two percentage points perannum above the prime (sometimes called base) rateof interest announced by Citibank, N.A., from time totime and (z) the maximum rate of interest allowed bylaw.
f) All payments shall be paid in full and cleared funds
without any deduction or set-off or counter claim in
accordance with the payment terms on the Quotation.
g) Sartorius may require from the Customer that thelatter provide as security for payment, two (2) weeks
before the delivery date, an irrevocable and confirmed
letter of credit, a banker’s bond or a bank guarantee.
The assertion of any rights of retention or offsetting
any Customer counterclaims that are notacknowledged by Sartorius, have not been establishedby final court decision and are not yet ready for adecision in a legal dispute shall not be permitted.
h) Sartorius is not obliged to accept any checks or bills of
exchange as method of payment. Acceptance of suchpayment methods must be agreed upon beforehandand shall occur in any case only on account of
performance and will not be considered as
performance in full discharge of an obligation. Any
related costs will be borne by Customer. Credit notesfrom checks and bills of exchange will occur bydeducting any costs and subject to receipt at the valueon the day Sartorius has access to the equivalentvalue.
7) LIABILITYa) To the fullest extent permitted by law, Sartorius shallnot be liable to the Customer by reason of any
representation, or any implied warranty, condition orother term or any duty, or under the express terms of
the Agreement, for any consequential loss or damage(whether for loss of profit or otherwise), costs,
expenses or other claims for consequential
compensation whatsoever (and whether caused by
the negligence of Sartorius, its employees, Affiliates oragents or otherwise) which arise out of or in

Last update: March 2024connection with the execution of the Agreement,
except as expressly provided in these GTCs.
b) Sartorius shall not be liable for the correct choice ofGoods for the purpose intended in the individual caseand for the correct linkage of such Goods to one
another or to items of the Customer. This shall be thesole responsibility of the Customer or of such person
who links and installs the Goods on behalf ofCustomer. Sartorius disclaims any and all liability for
faulty and/or false connections of Goods and for any
use that is non-compliant with Applicable Law in the
country of use.
c) Sartorius shall not be liable to the Customer or bedeemed to be in breach of the Agreement by reasonof any delay in performing, or any failure to perform,
any of Sartorius's obligations under the Agreement, if
the delay or failure was due to any Force Majeure
event.
d) TO THE FULLEST EXTENT PERMITTED BY LAW,AND
NOTWITHSTANDING
ANYTHINGCONTAINED IN THE AGREEMENT TO THE
CONTRARY, SARTORIUS’S TOTAL AGGREGATE
LIABILITY UNDER, OR IN CONNECTION WITH
THIS AGREEMENT, WHETHER ARISING IN TORT(INCLUDINGNEGLIGENCE),
CONTRACT(INCLUDING OBLIGATIONS OF INDEMNITY) OR
IN ANY OTHER MANNER WILL NOT EXCEED, IN
TOTAL, THE LESSER OF: I) CUSTOMER ACTUAL
DIRECT DAMAGES; OR II) THE PRICE WHICH
CUSTOMER HAS PAID SARTORIUS FOR THE
GOODS OR SERVICES GIVING RISE TO SUCH
CLAIM.
e) WITHOUT PREJUDICE TO CLAUSE 7i) SARTORIUS
SHALL NOT BE LIABLE TO THE CUSTOMER FOR
ANY (I) LOSS OF PROFIT OR REVENUES; (II) LOSSOF OR DAMAGE TO DATA OR INFORMATIONSYSTEMS; (III) LOSS OF CONTRACT OR BUSINESSOPPORTUNITIES; (IV) LOSS OF ANTICIPATEDSAVINGS; (V) LOSS OF GOODWILL; OR (VI) ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSOR DAMAGE.
f)

Neither Party will be liable to the other for any breachof this Agreement to the extent that such breach is
caused by a breach of this Agreement by the otherParty.

g) Sartorius shall have no liability whatsoever for any

5damages suffered, directly or indirectly, by any person
as a result of (i) the operation or the use of Goods in
combination with any other hardware or software or
any other product not supplied by Sartorius; (ii) any
modification to the Goods or any of its components,
including without limitation, the Software, made by
the Customer or any third party; (iii) use of any third
party software provided by Sartorius hereunder;
and/or (iv) any words, description, trademarks,
devices and other matters printed on the Goods at theCustomer’s request or in accordance with theCustomer Specification.
h) Sartorius shall not be liable to the Customer by reasonof any representation, or any implied warranty,
condition or other term or any duty, or under the
express or implied terms of this Agreement for any
alleged or actual infringement of third-party
Intellectual Property by the Customer´s use,
modification, alteration, enhancement, improvement,
further processing or combination (including, but notlimited to the combination with third-party products)of the Goods on or after the delivery date.
i)

If Customer provides Sartorius with instructions,
Specifications or requirements for the provision ofcustomized Goods, Sartorius shall not be liable to theCustomer by reason of any representation, or any
implied warranty, condition or other term or any duty,or under the express or implied terms of thisAgreement for any alleged or actual infringement of
third-party Intellectual Property by these customized
items or their use by the Customer.

j)

In the event that the Goods supplied under thisAgreement are Goods which form a System, theCustomer shall indemnify and hold Sartorius harmlessfrom and against any claim or threatened claim fordamages, penalties, costs and expenses (including
reasonably attorneys’ fees) arising, directly or
indirectly from (i) the manufacture, use, sale,
distribution, marketing or commercial exploitation of
any pharmaceutical product or other substance orderivation by the Customer using the System; or (ii)modification of the System by the Customer or any
third party.

k) Save where Sartorius or its Representatives are
negligent, the Customer shall hold Sartorius and its
Representatives harmless from all claims against
Sartorius brought by the Customer’s own
Representatives resulting from personal injury or

Last update: March 2024

death or loss of property which arise whilst at
Sartorius’ premises or while the Customer’s
Representatives are interfacing with, or assisting
Sartorius in its work (if any) at the Customer’s site8) TERMINATIONa) This Agreement may be terminated immediately byeither Party serving notice in writing to the otherParty where the other Party: (i) commits a material
breach of this Agreement and such breach, if
remediable, is not remedied within twenty (20)Business Days of receiving written notice to do so; or(ii) becomes insolvent or becomes the subject of any
proceeding under any bankruptcy, insolvency or
liquidation law, or is otherwise unable to pay its debts
as they generally become due; or (iii) becomessubject to property attachment, court injunction or
court order which has a material adverse effect on its
operations; or (iv) makes an assignment for the
benefit of its creditors otherwise than pursuant to theprovision of finance or credit in the ordinary course
conduct of its ongoing business or is petitioned into
bankruptcy; or (v) conducts a material change in its
management or control.
b) If this clause applies then, without prejudice to any
other right or remedy available to Sartorius, Sartorius
shall be entitled to cancel the Agreement or suspend
any further deliveries or performances under the
Agreement without any liability to the Customer, andif the Goods have been delivered and/or the Services
performed but not paid for, the Price shall become
immediately due and payable notwithstanding any
previous agreement or arrangement to the contrary.
9) INDEMNIFICATIONa) Customer agrees to indemnify, defend and holdharmless Sartorius from and against any and all costs,
losses, expenses, damages, claims, liabilities or fines,
including, but not limited to, reasonable attorneys'
fees and court costs, resulting from or arising inconnection with (i) any claim of infringement of any
Intellectual Property or other proprietary rights of any
third party to the extent that the Goods were
manufactured or used pursuant to Specifications
supplied or required by Customer; or (ii) any and all
actual or alleged injuries to, or deaths of, persons andany and all damage to, or destruction of, property
arising directly or indirectly from or relating to theGoods sold pursuant to the Agreement, or any
products or items manufactured using such Goods, or
relating to the products items or equipment serviced
under the Agreement, except for such costs, losses,
expenses, damages, claims, liabilities or fines which6

directly are caused by or result from Sartorius' willful
misconduct or gross negligence; or (iii) the negligence
and/or willful misconduct of Customer, its employees
or agents; or (iv) any failure of the Customer and/or its
Representatives to comply with Applicable Law
and/or related Specifications in the handling or use of
the Goods and/or Services.
b) Sartorius agrees to defend and indemnify Customer
and hold Customer harmless from and against any andall costs, losses, expenses, damages, claims, liabilities
or fines, including, but not limited to, reasonable
attorneys' fees and court costs, resulting from orarising in connection with the negligence and/or willful
misconduct of Sartorius, its employees or agents.
10) INSURANCEThe Customer shall maintain, at its own cost andexpense, comprehensive general liability insurance,
including product liability insurance, property damage
insurance, public liability insurance, completed
operations insurance and contractual liability
insurance and maintain such coverage and limits incommercially reasonable amounts. Customer shallfurther maintain, at its own cost an expense,
workmen’s compensation insurance and any otherinsurance required by law, in commercially reasonableamounts. Customer shall, promptly upon Sartorius’
written request, furnish to Sartorius certificates of
insurance evidencing the coverages, limits andexpiration dates of the respective insurance policies.
11) COMPLIANCE REQUIREMENTSa) The Customer and Sartorius shall comply with theirrespective obligations and Applicable Law.
b) The Customer is solely responsible to comply with any
legal or regulatory obligations relating to its use of theGoods. The Customer is solely responsible to orderand purchase the appropriate and relevant quality
grade of the Goods and/or Services, consistent and inaccordance with the Customer’s intended use,
Sartorius disclaims any liabilities in this regard.
c) The Customer also agrees not to export, re-export ortransfer any software or technology developed withor using information, software or technology offered
by Sartorius, in violation of Applicable Law. Further,
the Customer shall neither use any Goods, Service,information, Software and technology offered by
Sartorius in or in connection with nuclear technology
or weapons of mass destruction (nuclear, biologicalor chemical) and carriers thereof nor supply militaryconsignees.

Last update: March 2024

Goods and Services may be subject to internationaland national export restrictions. Acceptance anddelivery of the order will be done in strict compliancewith the appropriate legal provisions and embargo
regulations. Acceptance and execution of orders for
Goods and Services requiring approval is subject tothe issue of applicable export licenses by the relevant
country authorities. In case Goods and Services
require approval, Sartorius requires an appropriate
End-User-Declaration from the end user stating the
precise use of the Goods and Services and including
an informative company profile. Goods and Services
will be supplied exclusively for civil and peacefulpurposes. With the purchase order, the Customer
agrees to comply with all Applicable Laws and toprovide all requested information and data in a timely
manner to obtain the necessary documents.
d) It is expressly understood and agreed that Customer
shall be solely responsible for (i) identifying andcomplying with all Applicable Laws for its industry
and (ii) taking all necessary actions to test andvalidate the Good supplied by Sartorius. It is
acknowledged and agreed that the foregoing shallapply to products, regardless of their process stage
and/or name (product, final or intermediate product,
material, and the like), that may be generated by or inconnection with the use of the Good. For the
avoidance of doubt, where applicable, the Customer
shall only use, or permit the use of, the Goods for
manufacture purposes which do not include theadministration or application of the Goods or
products embodying the Goods to (i) humans unlessthe Good is specifically commercialized by Sartorius
for direct administration to humans or (ii) animals,
except in accordance with Applicable Law and usage
specified, and instructions given, by Sartorius inwriting.
e) Data protection: Sartorius will request, process anduse personal data from Customer to manage
Customer' requests, claims, orders or repairs and forthe continuing relationship management toCustomer. Some of those data processing activities
are handled on behalf of Sartorius by Sartorius
Corporate Administration GmbH, Germany, its
Affiliates or external service providers. These
companies may be based worldwide, including areas
outside the European Union. For all cases involving atransfer of personal data, Sartorius will ensurecompliance with data protection regulations.
Furthermore, Sartorius will transfer these data toauthorities, if there is an existing legal obligation for
Sartorius to do so. Individuals have the right to accesstheir data processed by Sartorius and have such data

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updated. Subject to the legal requirements of dataprotection laws, individuals may also require that
their data be deleted or blocked. For further
information see Sartorius’ data protection policy
postedathttps://www.sartorius.com/en/dataprotection.
f) Anti-Corruption Laws, U.S. Foreign Corrupt
Practices Act and UK Bribery Act: Customer
acknowledges that: (a) Sartorius may be subject tothe provisions of the Foreign Corrupt Practices Act of1977 of the United States of America, 91 Statutes at
Large, Sections 1495 et seq. (the "FCPA"); and, (b)Sartorius may be subject to other bribery andcorruption laws, including without limitation the UK
Bribery Act and local laws for the jurisdictions
coveredthereunder.
Customerfurther
acknowledges that it is familiar with the provisions of
the FCPA, the UK Bribery Act and applicable local
bribery and corruption laws, and shall not take or
permit any action that will either constitute a
violation under, or cause Sartorius to be in violationof, the provisions of the FCPA, the UK Bribery Act orapplicable local bribery and corruption law.

12) MISCELLANEOUSa) Any notice required or permitted to be given by either
party to the other under these GTC shall be in Writing
addressed to that other party at its registered office or
principal place of business or such other address as
may at the relevant time have been notified pursuant
to this provision to the party giving the notice.
b) No waiver by Sartorius of any breach of the Agreementby the Customer shall be considered as a waiver of any
subsequent breach of the same or any other provision.
Any purported waiver by Sartorius will be void andineffective unless it is in writing and signed by aproperly authorized Representative of Sartorius.
c) If individual provisions of these GTC are or become
fully or partially ineffective, the remaining provisions of
the GTC shall not be affected thereby. This also applies
if an unintended omission is found in the Agreement.
A fully or partially ineffective provision shall be
replaced or an unintended omission in the GTC
shall be filled by an appropriate provision which, as
far as is legally possible, most closely approximates tothe original intention of the contractual parties or towhat they would have intended according to themeaning and purpose of these GTC had they beenaware of the ineffectiveness or omission of theprovision(s) in question.

Last update: March 2024

d) The Agreement shall be governed by the laws of New
York excluding its provisions governing conflicts oflaws. The United Nations Convention on Contracts for
the International Sale of Goods (CISG) of April 11,1980 shall not apply. Customer and Sartorius hereby
unconditionally and irrevocably submit to (and waive
any objection on the grounds of inconvenient forum orotherwise) the jurisdiction of the Supreme Court of theState of New York, County of Suffolk or the UnitedStates District Court for the Eastern District of New
York, which courts shall have exclusive jurisdiction to
adjudicate and determine any suit, action orproceeding regarding or relating to this Agreement.
e) Each party undertakes that it will keep any
Confidential Information confidential and it will not (i)use or disclose the other Party’s Confidential
Information to any persons except that it may disclosesuch Confidential Information to any of its
Representatives who need to know the same for the
purposes of performing any obligation under thisAgreement, provided that such party must ensure thateach Representative to whom Confidential
Information is disclosed is aware of its confidential
nature and agrees to comply with this clause as if itwere a party; (ii) disclose any Confidential Informationas may be required by law, any court or governmental
regulatory or supervisor authority or any otherauthority of competent jurisdiction. Each party
acknowledges that damages alone will not be anadequate remedy for any breach or violation of its
obligations of this section and that, in addition to allother remedies to which the other party may beentitled under the Agreement or otherwise, suchother party will be entitled to seek injunctive relief,
including specific performance with respect to said
obligations. Sartorius may, and the Customer hereby
acknowledges and agrees, use and exploit residuals
for any purpose after the return or destruction ofCustomer’s Confidential Information without breachof its confidentiality obligations hereunder. As usedherein, residuals shall mean information of any
intangible form, including but not limited to ideas,
concepts, techniques and/or understandings retainedin the unaided memory of Sartorius’ Representatives
as a result of their review, evaluation and testing of the
Customer’s Confidential Information.
f) Orders are not assignable or transferable, in whole orin part, without the express written consent ofSartorius.
g) Any marketing, promotion or other publicity material,
whether written or in electronic form, that refers toSartorius, its Affiliates, its Goods, Services, or to these8

GTC must be approved by Sartorius prior to its use or
release.
h) Sartorius, or its Affiliates, is the owner of certain
proprietary brand names, trademarks, trade names,
logos and other Intellectual Property. Except asotherwise expressly permitted by Sartorius, no use of
Sartorius's or its Affiliates' brand names, trademarks,
trade names, logos or other intellectual property ispermitted, nor the adoption, use or registration of any
words, phrases or symbols so closely resembling any ofSartorius’ or its Affiliates' brand names, trademarks,
trade names, logos or other intellectual property as tobe apt to lead to confusion or uncertainty, or to impair
or infringe the same in any manner, or to imply any
endorsement by Sartorius of a third party’s products orservices.
i) Nothing in this Agreement shall be deemed toconstitute a partnership between the parties or to
make either party the agent of the other party for any
purpose. Furthermore, each of the parties shall remainsolely responsible for its own acts, statements,
engagements, performances, products (in the case of
Sartorius subject to the other terms of these GTC in
relation to the Goods and Services), and personnel.
j) Nothing in this document is intended to create any
rights in third parties against Sartorius.
k) No Jury Trial: CUSTOMER AND SARTORIUS EACH
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING
TO THIS AGREEMENT.
PART II- TERMS AND CONDITIONS FOR SALE OF
GOODSIf Customer is purchasing Goods from Sartorius, thefollowing provisions shall exclusively apply in relation
to the purchase and sale of Goods, and Goods only, in
addition to the provisions of Part I of these GTC:
13) SPECIFICATIONSa) The Customer shall be responsible to Sartorius for
ensuring the accuracy of the terms of any order(including any applicable Specification) submitted by
the Customer (“Customer Specification”), and forgiving Sartorius any necessary information relating to
the Goods within a sufficient time to enable Sartorius
to perform the Agreement in accordance with its
terms.

Last update: March 2024

b) The quantity, quality and description of and any
Specification for the Goods shall be those set out inSartorius' Quotation.
c) If the Goods are to be manufactured or any process is
to be applied to the Goods by Sartorius in accordancewith a Customer Specification submitted by the
Customer, the Customer shall indemnify Sartorius
against all loss, damages, costs and expenses awarded
against or incurred by Sartorius in connection with orpaid or agreed to be paid by Sartorius in settlement of
any claim for infringement of Intellectual Property of
any third party which results from Sartorius' use of the
Customer's Specification.
d) Sartorius reserves the right to make any changes (i) in
the Specification or, if applicable Customer Specificationof the Goods which are required to conform with any
applicable safety or other statutory requirements;
and/or (ii) where the Goods are to be supplied toSartorius's Specification, to the components,
functionality or performance characteristics of theGoods supplied under an order already in place,provided that the Goods continue to conform in allmaterial respects with the Specification or Customer
Specification in force at the time of the order.
14) DELIVERYa) The Goods will be delivered to the Delivery Location
on or before the dates specified in the Quotation.
Sartorius notify the Customer in Writing as soon asreasonably practicable on becoming aware that adelay in delivery is likely and will provide a revised
estimate, if possible. The Goods may be delivered byinstalments. Any delay in delivery or defect in an
instalment will not entitle the Customer to cancel any
other instalment or the Agreement. Unless the Parties
otherwise agree, packaging material is to be disposedof by the Customer at the Customer’s expense.
b) Sartorius will use its reasonable efforts to meet delivery
dates, but such dates are approximate only and time ofdelivery is not of the essence and Sartorius shall not beliable for any delay in delivery of the Goods howsoever
caused. The Goods may be delivered by Sartorius inadvance of the quoted delivery date upon giving
reasonable notice to the Customer.
c) The Customer acknowledges that any variance in thequantities of the Goods ordered up to ten percent(10%) more or ten percent (10%) less than thequantity ordered will not be regarded as a failure of
Sartorius to supply the Goods ordered, provided that
Sartorius will only invoice the Customer for, and theCustomer will only be obliged to pay for, the quantity

9

actually delivered.
d) If Sartorius is entirely unable to deliver the Goods forany reason other than any cause beyond Sartorius's
reasonable control or the Customer's fault, andSartorius is accordingly liable to the Customer,
Sartorius's liability shall be limited to the Price of theGoods that Sartorius failed to deliver.
15) RISK AND PROPERTYa) Risk of damage to or loss of the Goods shall pass to theCustomer: (i) in the case of Goods to be provided at
Sartorius's premises, at the time when Sartorius
notifies the Customer that the Goods are available forcollection; or (ii) in the case of Goods to be delivered
otherwise than at Sartorius’s premises, at the time ofdelivery or, if the Customer wrongfully fails to takedelivery of the Goods, the time when Sartorius has
tendered delivery of the Goods.
b) Notwithstanding delivery and the passing of risk in theGoods, or any other provision of these GTCs, theproperty in the Goods shall not pass to the Customer
until Sartorius has received in cash or cleared funds
payment in full of the Price of the Goods.
c) Until such time as the property in the Goods passes to
the Customer, the Customer shall hold the Goods as
Sartorius's fiduciary agent and bailee, and shall keep
the Goods separate from those of the Customer andthird parties and properly stored, protected andinsured and identified as Sartorius's property andtake all reasonable care of the Goods and keep themin the condition in which they were delivered andinform Sartorius immediately if it becomes subject toany insolvency type event and permit, upon
reasonable notice, Sartorius to inspect the Goods
during the Customer’s normal business hours andprovide Sartorius with such information concerning
the Goods as Sartorius may request from time totime. Until such time as the Customer becomesaware or ought reasonably to have become awarethat an insolvency type event has occurred or is likely
to occur, the Customer shall be entitled to resell or
use the goods in the ordinary course of its business,but shall account to Sartorius for the proceeds of saleor otherwise of the Goods, whether tangible orintangible, including insurance proceeds, and shallkeep all such proceeds separate from any moneys orproperty of the Customer and third parties and, in thecase of tangible proceeds, properly stored, protected
and insured. If the Customer resells the Goods inaccordance with the foregoing, title shall pass to theCustomer immediately prior to the resale If, at any time
before title to the Goods has passed to the Customer,

Last update: March 2024

the Customer informs Sartorius, or Sartorius
reasonably believes, that the Customer has or is likely
to become subject to an insolvency type event,
Sartorius may (i) require the Customer to re-deliver theGoods to Sartorius (at the expense of the Customer if
so requested by Sartorius); and/or (ii) if the Customer
fails to do so promptly, enter any premises where theGoods are stored and repossess them.
d) Until such time as the property in the Goods passes to
the Customer (and provided the Goods are still inexistence and have not been resold), Sartorius shallbe entitled at any time to require the Customer todeliver up the Goods to Sartorius and, if the Customer
fails to do so forthwith, to enter upon any premises of
the Customer or any third party where the Goods are
stored and repossess the Goods.
e) The Customer shall not be entitled to pledge or in any
way charge by way of security for any indebtedness
any of the Goods which remain the property ofSartorius, but if the Customer does so all moneys
owing by the Customer to Sartorius shall (without
prejudice to any other right or remedy of Sartorius)
forthwith become due and payable.
16) WARRANTIES AND REMEDIESa) Subject to the conditions set out herein, Sartorius
provides to Customer a limited warranty that theGoods, under normal usage and with regularrecommended Service, will be free from defects inmaterial and workmanship and that, at the time ofdelivery, the Goods will perform substantially inaccordance with the Specifications issued by
Sartorius for the applicable Goods. Sartorius’s entire
liability for a breach of this warranty shall be forSartorius, at its option and cost, to repair or to replace
the affected Good(s), or, if Sartorius is unable to effectsuch within a reasonable time, to refund the amount
Customer paid for the affected Good(s) upon
Customer’s return of such Goods to Sartorius.
Customer shall serve written notice to Sartorius (i) in
the case of defects discoverable by a physicalinspection, not later than five (5) Business Days fromthe arrival of the Goods at the Delivery Location; or (ii)in the case of latent defects, within a reasonable
period of time from arrival of the Goods at the Delivery
Location or, according to Applicable Law, from thedate Customer identifies such latent defects, thatsome or all of the Goods do not comply with thisclause 16(a) and shall identify in sufficient detail thenature and extent of the defects. The Customer will
be deemed to accept the Goods if it does not notify
Sartorius of any failure of the Goods to comply with
the Specifications within the time periods set out

10

above. This warranty shall be void if (i) the Goods areused after Customer notifies Sartorius that such
Goods do not comply with this clause 16(a), or (ii)
Customer fails to pay the total Price for the Goods by
the due date for payment. The Customer will comply
with Sartorius’ return policy, as may be updated by
Sartorius from time to time, including any updates tothe returns policy which are instead of or in addition to
the procedures and time frames set out above.
Similarly, and subject to the conditions set out herein,
Sartorius provides to Customer a limited warranty that
the Reagents and Plasmids, will be stable during theGoods Warranty Period, being understood that thestability of the Reagent and/or Plasmid may however
be modified when the Reagent and/or Plasmid ismixed to constitute a compound.
b) The above warranty is given by Sartorius subject to thefollowing conditions: (i)Sartorius shall be under noliability in respect of any defect in the Goods arisingfrom any drawing, design or Customer’ Specification
supplied by the Customer; and (ii) Sartorius shall be
under no liability in respect of any defect arising fromnormal wear and tear, accident, disaster or Force
Majeure event, misuse, fault or willful damage,negligence, abnormal working conditions, power
surges or electrical failures, failure to follow Sartorius's
instructions (whether oral or in writing) as to storage,
handling, use, expiry, installation, commissioning,
maintenance, return or disposal of the Goods or goodpractice in relation to the storage, installation,commissioning, use or maintenance of the Goods,
misuse or alteration or repair of the Goods without
Sartorius’s approval; (iii) Sartorius shall be under noliability under the above warranty (or any otherwarranty, condition or guarantee) if the total Price for
the Goods has not been paid by the due date forpayment; (iv) the above warranty does not extend toparts or materials not manufactured by Sartorius, inrespect of which the Customer shall only be entitled tothe benefit of any such warranty or guarantee as is
given by the manufacturer to Sartorius; (v) Sartorius
shall be under no liability in regarding theeffectiveness of the Reagent and/or Plasmid once it
has been incorporated into another product or mixed
to constitute a compound; (vi) Sartorius shall be underno liability under the above warranty (or any otherwarranty, condition or guarantee) where theCustomer uses any Goods after notifying Sartoriusthat such Goods do not comply with clause 16(a)hereof; (vi) Sartorius shall be under no liability under
the above warranty (or any other warranty, condition
or guarantee) where such failure arises as a result of
damage or loss which occurs after risk in the Goods has
passed to the Customer. ANY INSTALLATION,
MAINTENANCE, REPAIR, SERVICE, RELOCATION

Last update: March 2024

OR ALTERATION TO OR OF, OR ANY OTHERTAMPERING WITH, THE GOODS PERFORMED BYANY OTHER PERSON OUTSIDE OF SARTORIUS,
WITHOUT PRIOR WRITTEN APPROVAL FROMSARTORIUS, USE OF ANY PARTS NOT SUPPLIEDBY SARTORIUS FOR SUCH GOODS, OR USE OF
THE GOODS IN A BSL 3/4 ENVIRONMENT WILLIMMEDIATELY AND AUTOMATICALLY VOID AND
CANCEL ALL WARRANTIES WITH RESPECT TO
SUCH GOODS. THE WARRANTY PROVIDEDHEREUNDER MAY ALSO BE CANCELLED AND
VOIDED BY SARTORIUS IN THE EVENT CUSTOMERSHIPS THE GOODS OUTSIDE THE COUNTRY TO
WHICH SARTORIUS SHIPPED THE GOODS.
SARTORIUS’ WARRANTIES EXTEND ONLY TO
THE CUSTOMER NAMED ON THE QUOTATIONAND CUSTOMER CANNOT TRANSFER THE
WARRANTY. EXCEPT FOR THE WARRANTY
EXPRESSLY SET FORTH IN SECTION 16(a),SARTORIUS
MAKES
NO
WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED, ORAL OR
WRITTEN, WITH RESPECT TO THE GOODS ANDSERVICES, DURING OR AS PART OF THE COURSE
OF DEALING, COURSE OF PERFORMANCE,
USAGE OR TRADE OR OTHERWISE, INCLUDINGWITHOUT LIMITATION, ANY, (I) WARRANTY OF
MERCHANTABILITY; OR (II) WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE.
c) THIS WARRANTY IS EXCLUSIVE AND IS THE SOLE
AND EXCLUSIVE OBLIGATION OF SARTORIUS
WITH RESPECT TO THE GOODS AND SERVICES
AND ALL OTHER WARRANTIES, CONDITIONS OR
OTHER TERMS IMPLIED BY STATUTE OR LAW ARE
EXCLUDED TO THE FULLESTEXTENT PERMITTEDBY LAW. SARTORIUS SHALL NOT HAVE ANY OTHEROBLIGATION WITH RESPECT TO THE GOODS,SERVICES, OR ANY PART THEREOF, WHETHERBASED ON CONTRACT, TORT, STRICT LIABILITY, OR
OTHERWISE. THE REMEDIES SET FORTH IN
SECTION 9(b) SHALL BE CUSTOMER'S SOLE AND
EXCLUSIVE REMEDY.
d) In no event shall Customer be entitled to make awarranty claim if Customer is in breach of its obligations,
including but not limited to payment, hereunder.

17) INTELLECTUAL PROPERTYa) Notwithstanding any other provision of thisAgreement or termination or expiration of thisAgreement, Sartorius shall own all right, title, andinterest in and to all Intellectual Property related to

11

the Goods owned or controlled by Sartorius as of the
Quotation date, and all Intellectual Property that isdeveloped by Sartorius after its written confirmationof the order, provided, that it does not exclusively rely
upon or materially utilize: (i) the Confidential
Information of Customer; or (ii) Intellectual Property
owned by Customer. Except as otherwise expressly
provided herein to the contrary, these GTC do nottransfer, assign, lease or license to Customer, orotherwise provide Customer with any rights orinterests in or to any Intellectual Property owned by
Sartorius.
Procurement and maintenance of
copyright or Intellectual Property related to theGoods or any other proprietary rights relating to any
technology, including any Invention owned by
Sartorius shall be carried out or pursued at thediscretion and expense of Sartorius. The Customer
shall not use or cause or permit the use of the Goods
in any manner (i) that confers on any third party any
Intellectual Property in or to the Goods or (ii) thatcreates a contractual, legal or regulatory obligation
to disclose Sartorius’s sale of the Goods to Customer.
b) Should the Goods, or any part thereof, become, or in
Sartorius’s opinion be likely to become, the subject ofany claim of infringement, the Customer shall permit
Sartorius, at Sartorius’s option and expense, to either(i) procure for the Customer the right to continue
using the same; or (ii) replace or modify the Goods (orthe affected parts or elements thereof) to render it orthem non-infringing, provided that such replacement
and/or modification do not materially affect thefunctionality or efficiency of the Goods. Sartorius’s
obligations under this clause will not apply to Goods
modified or used by the Customer other than inaccordance with the Agreement or Sartorius’
instructions. The Customer will indemnify Sartorius
from and against all losses, damages, liability, costs andexpenses incurred by Sartorius in connection with any
claim arising from such modification or use.
c) In relation to trademarks affixed to or incorporated
within the Goods, use of the trademarks will be inaccordance with this Agreement and with Sartorius’s(or licensor’s) brand guidelines (if any) supplied to theCustomer from time to time and all goodwill associatedwith the use of trade marks will accrue to the benefit ofSartorius (or its licensor) and at the request of Sartorius,
the Customer will at its own cost, sign all documents
and do all things necessary to assign such goodwill toSartorius or Sartorius’s licensor as the case may be. The
Customer undertakes not to apply to register orregister the same trademark or any confusingly similar
mark or procure or assist someone else to do so andexcept to the extent authorized by Sartorius in writing,
the Customer will not alter or remove such trademark

Last update: March 2024

from the Goods.
18) RESTRICTIONS OF USEa) Customer shall not use the Good and associateddocumentation for human in-vitro diagnostic
applications, unless otherwise expressly specified by
Sartorius. Furthermore, Customer shall only use or
permit the use of the Goods (i) in accordance with thewritten instructions of Sartorius (including those in oron any Goods packaging) relating to storage, handling,use, expiry, installation, commissioning, maintenance,
return or disposal of the Goods; and (ii) within the
expiry date indicated on the packaging of the Goodsor otherwise in writing by Sartorius.
b) The Customer shall not and shall not cause or permit
any third party to:i.
use the Media or Media Component or any
Plasmid or any Reagent outside the field of use or
for the permitted activity agreed between the
Customer and Sartorius (“Permitted Purpose”)
and, if no field of use or permitted activity isidentified by the Customer or agreed by
Sartorius, then Sartorius retains the absolute
discretion to terminate supply and thisAgreement when the field of use or permitted
activity is identified;ii.
transfer to any third party or allow a third party
access to any quantities of the Media or Media
Component except and unless the Media orMedia Component is incorporated into anothermaterial of which Sartorius is aware, which is
produced in accordance with the Media
Permitted Purpose and is sold as a product by the
Customer; oriii.
analyse, attempt to modify, disassemble, reassemble, decompile or reverse-engineer orotherwise seek to determine the structure,
sequence, formulation or composition of theMedia or Media Component or Plasmids orReagents or sample hereof without the priorwritten consent of Sartorius. For the specific caseof off the shelf Plasmids, in addition to provisions
herein above, no right to amplify, replicate and/or
duplicate the said off the shelf Plasmids isconveyed either expressly or by implication.
19) SYSTEMS AND SOFTWARE
If Customer is licensing Software from Sartorius,
including software licensed in connection with thepurchase of any Goods and any and all other softwareor firmware embedded in, loaded on, or otherwise
associated with the purchased Goods, the following
additional provisions shall apply:

12a) Sartorius grants Customer the non-exclusive right andlicense to use the copy of the Software in object form
that is on the readable computer media provided to
Customer by Sartorius.
b) The Software and related copyrights are owned by
Sartorius, by an Affiliate of Sartorius, and/or by certain
suppliers of Sartorius and its Affiliates, and title to theSoftware in general or respective copyrights shall not
pass to Customer as a result of Customer’s use of the
Software. The license rights granted herein may not betransferred to another party without the written
permission of Sartorius.
c) The Software is protected by the respective
national copyright laws and international treaties
and Customer shall not copy it or allow it to be copied
except that Customer has the right to (i) make suchcopies that are necessary for the use of the Software
by Customer in accordance with its intended purpose,including for error correction, (ii) to duplicate theSoftware for backup or archival purposes and totransfer the Software to a backup computer in theevent of computer malfunction, or (iii) observe, study
or test the functioning of the Software in order todetermine the ideas and principles which underlie any
element of Software if Customer does so while
performing any of the acts of loading, displaying,running, transmitting or storing the Software which heis entitled to do.
d) Customer shall (i) not use the Software other than withthe purchased Goods or for any purpose outside thescope of the application for which it is being provided,and (ii) not cause or permit the reverse engineering,disassembly,
decompilation,
modificationoradaptation of the Software or the combination of the
Software with any other software unless, but only tothe extent, indispensable to obtain the informationnecessary to achieve the interoperability of the
Software with other programs provided theinformation necessary to achieve interoperability has
not previously been readily available to Customer, and(iii) not move the Software to any country in violationof any applicable import or export control regulations.
The Customer undertakes to refrain from removing
the manufacturer’s markings and in particular,
copyright notices or to change these without the priorwritten consent of Sartorius. All other rights in and to
the Software and the documentation, including copies
thereof shall remain with Sartorius. The Customer is
not entitled to sublicense the Software.
e) Customer further understands that its use of the
Software shall be subject to the terms of any third
party license agreements or notices that are provided

Last update: March 2024

to Customer by Sartorius and to the rights of any otherthird-party owners or providers of software or firmware
included in the Software, and Customer shall comply
with the terms of such third-party license agreements
and rights provided by Sartorius in advance.
f) The Software is covered by the limited warranties
applicable for the System set forth in Section 16 andby no other warranties, express or implied.
g) Sartorius makes no representation or warranty,
express or implied that the operation of the Softwareor firmware will be uninterrupted or error free or thatthe functions contained in the Software or firmware
will meet or satisfy use outside the agreed
Specification. Software or firmware corrections, madeduring the Warranty Period, are warranted for a periodof three (3) months from the date shipped by Sartorius
or until expiry of the Warranty Period, whichever islonger.
h) Failure to comply with any of the terms of thissubsection terminates Customer’s right to use theSoftware. Upon termination of such right, Customer
must return the disk provided by Sartorius, and any
and all copies thereof or of any other Software to
Sartorius.
i) Any replacements, fixes or upgrades of the Software
which Customer may hereafter receive from Sartorius
or an Affiliate of Sartorius, shall be provided subject tothe same restrictions and other provisions contained in
thissubsection,
regardlessofwhether subsection or these GTC are specificallyreferenced
when
Customer receives such
replacement, fix or upgrade, unless such replacement,
fix or upgrade is provided with a separate license
agreement which by its terms specifically supersedes
these GTC. The warranty term for any upgrades shallbe one (1) year from the date of its delivery to
Customer. Any such replacements, fixes or upgrades
shall be provided at prices and payment terms asagreed at the time they are provided.

installations at the Prices.
20) EQUIPMENT
If Customer is purchasing an Equipment from
Sartorius which is to be installed by Sartorius, thefollowing additional provisions shall apply:a) Factory Acceptance Tests (“FAT”): Sartorius will notify
the Customer in Writing when the Equipment will beready for testing at Sartorius’ premises. Following such
notification, representatives of each party will, at theirown expense, attend the Sartorius’ premises on amutually agreed date for the purpose of testing theEquipment in accordance with the applicableSpecifications and FAT protocol to be issued by
Sartorius and approved by Customer. Sartorius will
provide Customer with a certified report of the resultsof any test. Once the Equipment has been tested
pursuant to this clause 20 a), Sartorius will deliver theEquipment on Customer’s Delivery Location, on amutually agreed date.
b) Site Acceptance Test (”SAT”): Following completion of
the installation and commissioning of the Equipment,
representatives of Sartorius and Customer shall attheir own expense, attend the Delivery Location on amutually agreed date for the purpose ofcommissioning and acceptance testing theEquipment in accordance with the applicableSpecifications and the SAT protocol to be issued by
Sartorius and approved by Customer. Sartorius will
provide Customer with a certified report of the resultsof any test. In addition to any remedies that may beprovided under these GTC, Sartorius may terminate
this Agreement with immediate effect upon written
notice to Customer in case the Customer fails to
accept the Equipment as per the provisions of the SAT
protocol and such delay continues for ten (10) days
after Customer´s receipt of written notice.
PART III- TERMS AND CONDITIONS FOR SALE OFSERVICESj) Sartorius shall have no liability for, or any obligations
under warranty if any Software or firmware
modifications are undertaken by anyone other than
Sartorius or its nominees. In addition, Sartorius shallcharge for any costs and expenses incurred up to thepoint of discovery of any such modification, and for all
subsequent rectification work necessary to return the
Software or firmware to its warranted condition.

If Customer is purchasing Services from Sartorius, thefollowing provisions shall exclusively apply in relation to
the sale of Services, and Services only, in addition to theprovisions of Part I of these GTCs and Specific Terms andConditions of Services that may specifically apply to agiven Service.

k) The Customer acknowledges that only by reference toand by reason of the aforesaid limitations is Sartoriusable or willing to offer Software, System anda) When the Object to be Serviced has not beenpurchased from Sartorius, Customer shall inform
Sartorius of any Intellectual Property rights

1321) OBJECT TO BE SERVICED

Last update: March 2024

concerning the Object to Be Serviced prior toperformance of the Services, and Customer shallindemnify Sartorius from any third-party claims
concerning any infringement of such Intellectual
Property rights.
b) Customer shall assure that any Objects to Be Serviced
within the scope of any Service hereunder does notpose any health hazard to Sartorius’s agents or
employees.
c) Unless otherwise set forth in the Sartorius’ Quotation,
the standard service hours under the Agreement shallbe Monday to Friday, 08:00 to 17:00 local time at
Sartorius’ premises, excluding public holidays.
22) INSTALLATION SERVICESa) If agreed between Sartorius and the Customer in goodtime to enable the installation to commence anddetailed in the Quotation, Sartorius shall install theGoods, provided all necessary information relative tothe installation of the Goods, in particular the locationof installation and all drawings and any other relevant
details, including all software interfaces. The scheduleof necessary information to be provided by each Party
shall be agreed by the respective project leaders ofeach Party within one (1) month of the date uponwhich Sartorius accepts the Customer’s order.
b) Sartorius shall be entitled to vary the Price to cover any
special transport, handling, hoisting costs or othercosts of installation and to cover storage or othercharges arising from delays by the Customer in
preparing the installation site or in providing correctand complete information, instructions, licenses,
consents and other times necessary for manufacture,modification, supply, dispatch, delivery or installationof the Goods.
c) In the event the Goods could not be installed to thelocation of installation within two (2) months after
delivery, due to delays in preparing the installation site,
Sartorius shall be entitled to invoice the Customer for
the Price of the Goods and Services.
d) In those cases where it has been agreed that Sartorius
shall install the Goods, the Customer shall, at its own
expense (i) prepare the site; (ii) ensure reasonable
working conditions; (iii) provide Sartorius with secureareas for storing materials and installation equipment;(iv) provide proper access to the site; (v) ensure the site
is safe and certify the site to be free of chemical andbiological hazards; (vi) provide all facilities specified by
Sartorius prior to installation, including, without
prejudice to the generality of the foregoing, supplying

14

electricity, water, gas, compressed air, data networks,
environmental controls, ventilation systems, adequate
lifting gear and lighting.
e) When requested by Sartorius, the Customer willcomplete and provide permits to work and use best
endeavors to facilitate access to the site for Sartorius
Representatives outsides normal working hours where
necessary. Sartorius will use reasonable endeavors, tothe extent permissible under Applicable Law tocomply with any special site requirements of which it
has prior written notice.
f) Sartorius reserves the right to refuse to install theGoods where in its opinion the site and/or access has
not been prepared or provide as above and shall not
be liable for any loss, damage, or additional expense
arising from such non-compliance.
g) Except where Sartorius or its Representatives are
negligent, the Customer shall hold Sartorius and its
Representatives harmless form and against all claims,
losses, damages, penalties and others brought against
Sartorius resulting from personal injury or death whicharise during installation.
23) SERVICESFACILITIESPERFORMEDAT

SARTORIUS’

The following shall be applicable with respect to all
Objects to Be Serviced at Sartorius’ facilities:a) Objects to Be Serviced shall be packed and shipped toSartorius’ facilities by Customer at Customer’s soleexpense, and Customer shall bear the risk of loss inregard to such shipment to and from Sartorius’
facilities. At Customer’s request, transportation toand, if necessary, from Sartorius’ facilities will be
insured against insurable transport risks, e.g., theft,breakage, fire, at Customer’s expense. During the timethat Service is performed at Sartorius’ facilities, noinsurance protection is provided by Sartorius.
Customer shall ensure that existing insurance
coverage is maintained for the Object to Be Serviced,
and only upon Customer's express request and at
Customer’s expense will Sartorius obtain insurance tocover such risks.
b) Services hereunder shall be considered performed
and completed if the Object to Be Serviced has beentested as provided by the Agreement.
c) In the event that Sartorius is delayed in theperformance of any Services as a result of the acts oromissions of Customer and/or its employees, agents orcontractors, or if Customer delays the return of theLast update: March 2024

Object to be Serviced following performance andcompletion of the Services, Sartorius may charge
Customer warehouse rent for storage at Sartorius’
facilities, or, at Sartorius’ discretion, the Object to Be
Serviced may be stored elsewhere, and Customer shallbear the costs and the risk of storage at such otherlocation.
24) SERVICESFACILITIESPERFORMEDAT

CUSTOMER’S

The following shall be applicable with respect to all
Objects to Be Serviced at Customer’s facilities, or suchother non-Sartorius facilities as Customer may
indicate:a) Customer, at its own expense, shall support Sartorius
service personnel in performing the Services
hereunder, including ensuring that the Objects to Be
Serviced are available for servicing at the time of eachscheduled preventive maintenance or emergency
service call. Sartorius’ service personnel will contact
Customer to set a mutually agreeable date and timefor each such service visit.
b) Customer shall take all required measures to protect
people and objects on the site where the Services areto be performed and shall also inform Sartorius’ service
personnel of any special safety rules and regulations.
Sartorius may charge Customer, at its customary rates,
for time incurred by Sartorius’ service personnel
related to any facilities, policies, safety or training
required by Customer, unless the foregoing is
expressly included in the Price set forth in theAgreement.
c) Customer undertakes, at its own expense, to: (i)provide the necessary auxiliary staff in the number andfor the time required to perform the Services
hereunder, if necessary, and Sartorius shall not assume
any liability for said auxiliary staff; (ii) perform all
construction, foundation and all scaffolding work,
including procurement of the building materials
required therefor; (iii) provide the required devices
and heavy machinery and/or tools as well as therequired materials and items for said equipment; (iv)provide heating, lighting, utilities, water, including therequired connections and outlets; (v) provide thenecessary dry and lockable rooms for storing theservice personnel’s tools; (vi) protect the site at which
the Services are to be performed and the materials
located there from damaging effects of any type, andclean the site at which the Services are to be
performed; (vii) provide Sartorius’ service personnel
with suitable and secure lounge and work areas (withheating, lighting, wash facilities, sanitary facilities) and15

first aid; and (viii) provide materials and take all actionthat is necessary to adjust the Object to Be Serviced
and to perform contractually agreed testing.
d) Customer shall ensure that the Services can be started
without undue delay upon arrival of Sartorius’ service
personnel and performed without delay. Insofar as
special diagrams or instruction manuals are required
for the Object to Be Serviced, Customer shall provide
these in due time to Sartorius.
e) For Services to be performed within the scope ofcommissioning, Customer shall ensure, in particular,that electrical and mechanical installation of the
Object to Be Serviced has been completed as aprerequisite to Sartorius’ beginning the Services
hereunder, with Customer providing the support set
forth hereinabove.
f) If Customer fails to fulfill any of its obligations in thisSection 24, and as a result of such failure, completionof the Services is delayed or Sartorius otherwise isprohibited from performing the Services, thenSartorius shall be entitled to charge Customer, at its
customary rates, the costs incurred by Sartorius
related to such failure.
25)

DEADLINE FOR SERVICES PERFORMANCEa) The times indicated as deadlines for the particularService to be performed under the Agreement are
based on estimates and, for this reason, shall not bebinding. The Customer may request Sartorius to agree
to a binding deadline for performance of the Service(s)hereunder only if the scope of the work and/or Service
is exactly defined.
b) A binding deadline for performance of a Service
hereunder shall be considered met if upon expiration
thereof the particular Object to Be Serviced is ready to
be transferred to the Customer for retrieval, if said
Object is to be tested as provided by the Agreement,
and/or if the corresponding Service to be performed
hereunder has been completed and/or the desired
objective of said Service has been achieved.
c) If additional or extended orders are placed or if
Services are additionally required, the agreed deadline
for performing the originally ordered Service
hereunder shall be extended accordingly.
d) If any Service to be performed hereunder is delayed in
the context of events relating to industrial disputes, inparticular strikes and lockouts, or occurrence of
circumstances for which Sartorius is not liable, thedeadline for performing said Service shall be

Last update: March 2024

reasonably extended, insofar as such obstacles areproven to exert significant influence on performanceof any Service hereunder; this shall also apply if suchcircumstances occur after Sartorius has alreadydefaulted on said performance.
e) If the Customer specifies a reasonable deadline, taking
into account the legal exceptions, for subsequent
performance of Service after said delay has occurredand if this new deadline is not met, the Customer shallbe entitled within the scope of the legal provisions, towithdraw from the Agreement. Further claims on
account of a delay in performance shall be governed
exclusively as defined in Clause 25 d) hereof.
26)

ACCEPTANCEa) The Customer undertakes to accept the Service
performed hereunder, whether in the form of repair,maintenance, commissioning service or other definedService hereunder. If the Service performed does notconform to this Agreement, Sartorius undertakes toeliminate the defect as defined by Section 28
hereunder, provided that this is possible for theparticular Service to be performed. This shall not apply
if the defect is minor when assessed in the interest of
the Customer or is based on a circumstance for which
the Customer is responsible. If there is a minor defect,
the Customer may not refuse acceptance.
b) If acceptance is delayed through no fault of Sartorius,
acceptance shall be deemed as having taken place
two (2) weeks after Sartorius has notified theCustomer of completion of the Service performed
hereunder.
c) Upon acceptance, Sartorius’ liability for discernible
defects shall lapse, insofar as the Customer does notreserve the right to enforce a claim for a certain defect.
27)

TERMINATION

Sartorius shall have the right to terminate theAgreement without any liability, if the Service is related
to a Software and the Software or any of its versions will
be discontinued. In case such discontinuation is notified
to the Customer at a time that this Contract has aremaining term of longer than six (6) months, theCustomer will get a pro-rate refund.
28)

WARRANTIES AND REMEDIESa) Sartorius warrants that the Services shall be
conducted in a good and workmanlike manner inconformity with industry standards, and any parts
supplied as part of the Services shall be in accordance16

with Sartorius’ Specifications. Should the Customer
request more extensive tests, this shall be agreed inwriting and the costs for said extensive tests shall beborne by the Customer.
b) If any failure to conform to the warranty is reported toSartorius in writing within the Services Warranty
Period, Sartorius, upon being satisfied of the existenceof such non-conformity, will correct the same byreperforming the Services. If Sartorius is unable tocorrect such non-conformity by re-performing theServices, Sartorius may return the Price thereof, or,where appropriate, the portion of the Price of thenonconforming Services that Sartorius is unable tocorrect. The foregoing shall be Customer's sole andexclusive remedies, and the liability of Sartorius
hereunder is expressly limited to re-performance ofnonconforming Services or the return of the Pricethereof, as the case may be. The warranty set forth in
this paragraph shall apply also to parts and to any
replacement parts.
c) This warranty shall be in lieu of all other warranties,
express or implied, statutory or otherwise, including
without limitation the warranties of merchantability
and fitness for a particular purpose, are excluded.
d) This warranty shall also exclude used goods, usedspare parts, damage incurred as a consequence of
natural wear and tear, inadequate maintenance byanyone other than Sartorius, failure to follow
equipment operating instructions, excessive or
unsuitable use and improper construction and/or
assembly work performed by third parties, and anyother external effects and causes over which Sartorius
had no control or for which Sartorius was not
responsible.
e) This warranty shall become null and void if Customer
or a third party makes changes or repairs to the Object
to Be Serviced hereunder, without obtaining the priorwritten consent to do so from Sartorius.
29)

LIABILITYa) If parts of the Object to Be Serviced are damaged
through the fault of Sartorius, Sartorius may elect torepair said damage at its own expense or to deliver new
replacements. Sartorius’ obligation to replace saiddamaged parts shall be limited to the price at which
the particular Service was agreed. As for the remaining
provisions, Clause 29 c) shall apply accordingly.
b) If, through Sartorius’ fault, the Customer cannot use
the Object to Be Serviced as provided by theAgreement, and this non-use results from failure to

Last update: March 2024

provide or the provision of deficient suggestions andor advice, either before or after said Agreement issigned, and other collateral obligations of theAgreement – in particular instructions for operationand maintenance of the Object to Be Serviced, theprovisions of Clauses 26 and 27 shall apply
accordingly, excluding further customer claims.
c) In the event of damage that is not sustained by the
Object to Be Serviced itself, Sartorius shall be liable,
irrespective of the legal reason, only a) in the event ofwillful intent; b) in the event of gross negligence on
the part of the legal representative | entities, directors
or executive-level employees; c) in the event of
culpable physical injury death and hazards to life andhealth; d) in the event of defects thatit hasfraudulently concealed or the absence of which it has
guaranteed; e) to the extent that liability is prescribedby applicable law. In the event of culpable breach ofmaterial contractual duties, Sartorius shall also be
liable in the event of gross negligence by its nonexecutive employees and in the event of slight
negligence, where the latter case shall be limited tolosses that are typically associated with this type ofcontract and that are reasonably foreseeable. Any
further claims shall be excluded.

17

Last update: March 2024