GENERAL TERMS AND CONDITIONS OF SALEBIOKIT, S.A.
1. Definitions

In case of discrepancy or contradiction between the GTC and theParticular Conditions, the latter shall prevail.

The terms and expressions used in these General Terms andConditions (“GTC”) are defined below (other terms might be definedin other Sections of these GTC):

Any divergent or supplementary terms and conditions of Customer
will not apply to the sale of Products and/or rendering of Services(even if Biokit does not expressly object to such terms and conditions),
unless expressly approved by Biokit in writing.

- Affiliate: Any company or individual who controls, is controlled byor is under common control with any Party. “Control” shall mean
the direct and/or indirect ownership of at least fifty percent (50%)
of the voting stock of an entity or the possession, directly or
indirectly, of the power to direct or cause the direction of the
management and policies of such entity, as applicable.
- Biokit: Biokit, S.A., a Spanish company with registered office at
Can Male, s/n, 08186 Lliçà d’Amunt Barcelona, Spain, with tax
identification number A-08336018.
- Confidential Information: Any information of any Party disclosed
under the framework of the contractual relationship between theParties and confidential by nature and/or marked as “confidential”(including, but not limited to, trade secrets).
- Customer: The entity that purchases the Products and/or receives
the Services.
- Force Majeure: Any event causing fire, flood, earthquakes, war(declared or undeclared), terrorism, embargoes, blockades, legal
restrictions, riots, strikes, insurrections, pandemics, epidemics,
interruption of transport, lack of raw material, or any cause beyond
the control of Biokit or its Affiliates to the extent and for the periodthat such situation continues.
- IP Rights: Patents, trademarks, utility models, trade-names anddomain names of any level (whether or not trademarks), works ofauthorship, expressions, designs and design registrations,wrappings or bundles, packaging, labels, marketing materials,
references relating to the name, characteristics and composition of
the Products and/or Services (whether or not copyrightable),
including copyright, and all other rights, interests and protections
that are associated with, equivalent or similar to, or required for the
exercise of any of the foregoing rights, however arising, in eachcase whether registered or unregistered and including all
registrations and applications for, and renewals or extensions ofsuch rights, or forms of protection pursuant to the laws applicable
now or in the future in any part of the world.
- Particular Conditions: The terms and conditions applicablebetween the Parties when they have been included in a Purchase
Order Confirmation and/or, if applicable, in any written agreement
entered into between Biokit and the Customer in relation to the
supply of Products and/or the provision of Services.
- Parties: Biokit and the Customer jointly referred, and any of themon an individual basis, referred as a “Party”.
- Products: The products, raw materials, goods, deliverables and/or
any other materials supplied by Biokit to Customer.
- Purchase Order: The purchase order submitted by Customer to
Biokit in writing by any means of electronic data transmission forthe supply of Products and/or rendering of Services.
- Purchase Order Confirmation: The written confirmation issued
by Biokit regarding the Purchase Order submitted by the Customer
which contains the Products and Services to be supplied.
- Services: The Services provided by Biokit to Customer.
- Trade Secrets: All technical or trade information and know-how,formulae, as well as non-publicly known inventions, improvements,
discoveries, data and technologies discovered or developed by
Biokit, its Affiliates or for Biokit or its Affiliates by a third party, andowned by or licensed to Biokit or its Affiliates, relating to the
Products and/or Services, their packaging, presentation,
distribution or production and relating to any aspect of Biokit or its
Affiliates development or manufacturing process, including but notlimited to development and manufacturing protocols andprocedures, validation protocols and procedures, standards, quality
system procedures and control testing, without restriction ondissemination, whether patented, patentable or not, together withany oral or written advice related thereto.

Biokit may amend these GTC at any time. An amendment is effective
upon publishing of the GTC in BIOKIT website or upon notice toCustomer by email or any other written correspondence. The
Customer is deemed to have accepted the amended GTC if Customer
fails to object by written notice within ten (10) business days upon
the reception of notice of amendment of these GTC.
3. Ordering
Quotations of Biokit including price and payment conditions are
submitted without any obligation for the Parties. An obligation to
supply Products or Services only arises when: (i) a Purchase Order issubmitted by Customer in the terms hereof; and (ii) a Purchase Order
Confirmation is issued by Biokit. If Biokit does not issue a Purchase
Order Confirmation within thirty (30) days as of receipt of thePurchase Order, the Purchase Order shall be deemed rejected.
Customer shall not be entitled to cancel or reschedule a Purchase
Order Confirmation without Biokit’s written consent, it being
understood that Customer shall indemnify Biokit in full against all
losses, costs and expenses incurred by Biokit as a result of thecancellation or rescheduling.
Pre-delivery samples will only be accepted if included on the Purchase
Order Confirmation. In this event, Customer commits to have theresults of the testing of such pre-delivery samples within thirty (30)days as from the date in which the relevant sample is received. Afterthe elapse of this term, if the Products are not dispatched to Customer
due to any cause not attributable to BIOKIT: (i) storage costs for such
Products will be invoiced to Customer; and (ii) the entire cost of the
Products (not only pre-delivery sample) shall be borne by Customer.
4.

Delivery of Products

The Products shall be delivered according to the INCOTERMs of theInternational Chamber of Commerce in its 2020 version as indicatedin the Particular Conditions and at the location specified in thePurchase Order Confirmation (“Delivery Point”). Delivery iscompleted when Biokit makes available the Products at the Delivery
Point, at which time risk and title to the Products will pass to theCustomer.
Times and/or terms of delivery are estimates only and shall only bebinding in individual cases if confirmed in writing by Biokit. Biokit shallnot be liable in any way whatsoever for the consequences of any delayin the supply of the Products.
If Customer fails to take delivery of the Products at the agreed
delivery date, Biokit shall store the Products supplied in accordancewith the Purchase Order Confirmation until delivery takes place andcharge Customer for all related costs and expenses.
5. Inspection and Acceptance of Products and/or Services
The Customer has the obligation to inspect the Products and/or
Services made available upon receipt. The Customer must informBiokit in writing within thirty (30) days following the date in which theProducts and/or Services are made available to Customer, if any
Products or Services: (i) do not conform to the Purchase Order
Confirmation due to any difference and/or shortage/excess in quantityof any delivery of the Products or Services and/or (ii) they show visible
obvious defects (“Non-Accepted Products or Services”).
Otherwise, the delivery of Products and/or Services shall be deemed
to have been accepted by Customer.

2. Scope

Should Biokit receive a communication of Non-Accepted Products orServices, Biokit shall be entitled to inspect and test the relevant
Products or Services and at its sole discretion, if it deems arectification of defects or a substitutive delivery is due, Biokit will electto: (i) remedy the defects at its own cost; (ii) replace free-of-charge
the affected Products (or any of its parts) or Services; or (iii) refund

These GTC shall govern the sale and delivery of Products and theprovision of Services by Biokit, which shall be deemed accepted by
Customer upon placing of a Purchase Order, by accepting the deliveryof the Product or Service, or by its express acceptance by Customer.
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GENERAL TERMS AND CONDITIONS OF SALEBIOKIT, S.A.
the purchase price of the Non-Accepted Products or Services. Biokit’s
liability contained in this Section 5 is the sole remedy available to
Customer for Non-Accepted Products or Services.

9. Indemnification for breach of these GTC
Biokit shall indemnify, defend and hold Customer harmless from andagainst all liabilities, costs, expenses, damages and direct losses
incurred or suffered by it: (i) directly caused by Biokit’s breach ofthese GTC (other than delivery of Non-Accepted Products or Services
or breach of Warranties); and/or (ii) from any third party claims
alleging bodily injury, death or direct damage to tangible property.
The above shall operate only if such damages are directly caused by
Biokit’s gross negligence or willful misconduct in performing its
obligations under these GTC and provided that Biokit is given prompt
written notice, the opportunity to mitigate the damage, and to control
its defense of the claim and/or its settlement.

6. Purchase price and payment conditions
Purchase price of the Products and Services established in thePurchase Order Confirmation are exclusive of any applicable VAT or
any other taxes.
Unless otherwise agreed in the Particular Conditions, payment of thepurchase price shall be made by Customer within thirty (30) days
after the date of issuance of the invoice. All payments made by
Customer to Biokit shall be in EURO to the bank account designatedby Biokit in the corresponding invoice. Any delay in the payment from
Customer may result in interest being billed at the Spanish legal
interest rate, as published by the relevant governmental authority,
plus 8 percentage points. Any payment delay also entitles Biokit torefuse to supply any Product or provide any further Service underthese GTC or under any Particular Conditions, without Biokit incurring
any liability whatsoever.

10. Limitation of liability of Biokit
Under no circumstances shall Biokit be liable, either based in contract,
tort (extra-contractual), indemnity or any other legal basis for:consequential damages, indirect losses of whatever nature, collateral,
incidental, claims arising from Customers’ third-party contracts or for
any other loss or cost of a similar type (including but not limited tolost profits, loss of use, revenue, savings, interest, goodwill oropportunity, loss of information and data) or in the event Biokit is notable to fulfill its obligations under these GTC due to Force Majeur.

Biokit will be entitled to review its prices for the Products and/or
Services at any time.
7.

Subcontractors

Biokit’s liability under these GTC is limited to a term of twelve (12)months after the occurrence of the damage, and to the extent that
limitation is permitted by law, Biokit’s liability to Customer is limited
to the lower of the following amounts: (i) the actual purchase pricereceived by Biokit for the Products or Services that gave rise to theclaim; or (ii) the amount of the invoiced Products during the previous
twelve (12) months term giving rise to the claim.

Biokit is entitled to engage subcontractors to manufacture some orpart of the Products or render some or part of the Services, provided
Biokit shall be held liable for the acts of such subcontractors.
8.

Warranties

Warranties: Biokit warrants that the Products (i) will be free fromdefects in materials and workmanship under normal use and regularservice and conditions for the Warranty Period as defined below and(ii) that they are in conformity with their respective Purchase Order
Confirmation, specifications, and applicable laws.

The exclusions and limitations of this Section will not apply todamages for personal injury or death, fraud or fraudulent
misrepresentation or any other liability which cannot be limited or
excluded by applicable law. Biokit’s limitations of liability are effective
even if Biokit has been advised of the possibility of such damages.

Non-warranted Products: Any Product that is described as being
experimental, developmental, prototype, or pilot is specifically
excluded from the Warranties and is provided to Customer “as is” withno warranties of any kind.

11.

Compliance with laws and Werfen Code of Ethics

The Parties agree to comply with all applicable laws and regulations,
including, but not limited to, those relating to the manufacture,purchase, sale, resale, export, import, transfer, rendering,assignment or use of the Products and/or Services.

Conditions on the Warranties: The Warranties will not apply if
Products do not conform as warranted due to the following facts: (i)the Products have been subject to inappropriate or improper use,transportation, storage, faulty assembly, installation or operation,
insufficient maintenance and/or the use of inappropriate accessories
or spare parts, and natural abrasion and/or (ii) the Products are nonconforming due to normal tear and wear; (iii) there is a lack of
discontinuation in the use of Products after the non-conformity has orshould have been acknowledged; (iv) the non-conformity has been
remedied under Section 5; and/or (v) there is any negligence or willful
misconduct on Customer’s side.

The Customer acknowledges that it has been informed by Biokit of
the existence of the Werfen Code of Ethics (“Code of Ethics” available
at:https://international.werfen.com/werfen/code-of-ethics.aspx).
The Customer represents and warrants that its business conduct (andthat of any of its Affiliates or its respective directors, officers,
shareholders, employees, subcontractors, related parties and/or
representatives) will be proper and lawful according to such Code of
Ethics and applicable regulations.
Customer undertakes to comply with the UN Global Compact Ten
Principles (available at: https://www.unglobalcompact.org/what-isgc/mission/principles) related to Human Rights, Labor, Environment,
and Anti-Corruption.

Warranty Period: Customer shall claim in writing for breach of
Warranties on or before: (i) the shelf-life period included in the
Product specifications; and/or (ii) three (3) months after the issuanceof the invoice for the relevant Service.

The Customer nor any of Customer’s employees or agents will (i) give
anything of value, directly or indirectly, to any government official orpolitical candidate in order to obtain or retain any business; and (ii)give to or receive from any government official any type of kickback,bribe, rebate or other illegal consideration.

Remedies: Biokit’s sole liability for breach of the Warranties (therefore,
Section 9 is not applicable) shall be, at Biokit’s option: (i) the remedyof the defects at its own cost; (ii) the replacement free-of-charge ofthe affected non-conforming Products (or any of its parts) or Services;or (iii) the refund of the purchase price relating to such nonconforming Products or Services.

Customer does not know or suspects that (i) the monies used to fundthe Products and/or Services have been or will be derived from orrelated to any illegal activities, including but not limited to, any antimoney laundering laws; (ii) any person on the U.S. Department ofTreasury’s Office of Foreign Assets Control (OFAC) sanctions lists,
including its Specially Designated Nationals And Blocked Persons(SDN) List, or that is otherwise subject to any international sanctions,has any direct or indirect interest in the monies used to purchase theProducts and/or Services, (iii) Customer is financing any illegal
activities, and (iv) Customer is itself subject to any internationalsanctions, and is not directly or indirectly owned or controlled by any
person or entity subject to any international sanctions.

Biokit expressly disclaims any representations and warranties
regarding the performance, safety and efficacy of the Products incombination with any other component. To the extent allowed byapplicable law, Biokit disclaims all other warranties, express or
implied, including without limitation warranties of merchantability or
fitness for a particular purpose, and/or non-infringement of third
parties rights.

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GENERAL TERMS AND CONDITIONS OF SALEBIOKIT, S.A.
12.

Trade Secrets and IP Rights

document which may develop or complement them, shall be
submitted to the exclusive jurisdiction of the judges and courts of thecity of Barcelona (Spain).

All Trade Secrets and IP Rights are and shall remain the exclusive
property of Biokit (or, where applicable, the third-party licensor fromwhom Biokit derives the right to use them) and these GTC shall not
restrict in any way whatsoever its use by Biokit and its Affiliates.
Customer will not be able, without the prior written approval of Biokit,
to use the Trade Secrets nor the IP Rights for a term or purposes
other than those provided for in the Particular Conditions, and/orthese GTC.
Customer shall not, and shall ensure that its customers, Affiliates or
any related parties agree to not, attempt to reverse engineer orotherwise perform any compositional, structural, functional or otheranalysis directed to learning the methodology, formulae, sequences,
processes, make-up or production of any of the Products or portions
thereof.
13.

Severability and waiver

If a court finds any provision of these GTC invalid or unenforceable,
the remaining provisions of these GTC shall be interpreted so as best
to affect the intent of the Parties.
The failure to exercise any right provided in these GTC shall not be awaiver of prior or subsequent rights.
14.

Confidentiality

Confidential Information shall be the sole and exclusive property ofthe disclosing Party (“Disclosing Party”).
The Parties agree that any Confidential Information shall be provided
and/or returned to the Disclosing party at the termination or
expiration of the commercial relationship upon written request, andshall not be disclosed by the receiving Party (“Receiving Party”) to
any third party, nor used by the Receiving Party other than in directconnection with the commercial relationship existing between theParties, only for its own internal use. This Section shall survive for anindefinite period following the termination or expiration of thecommercial relationship.
The Parties shall not disclose the existence, the nature or the contentsof any Particular Conditions or any other business information in
relation with their relationship unless the prior written consent of theother Party.
15.

Data Protection

The Parties undertake to comply with applicable personal data
regulations (including the European Data Protection Regulation (GDPR)
and any national data protection regulations). Personal data provided
by Customer in the execution of these GTC will be processed by Biokit,
as controller, for the provision of Products or Services and forcompliance of legal obligations.
Personal data will be kept during the provision of Products andServices and for the time necessary to comply with legal obligations
and to resolve disputes. Personal data will not be transferred to any
third party, except to service providers acting as data processors orin case of legal obligation. International transfers are not foreseen,
however, should it be the case, it will only take place if the country ofdestination offers an adequate level of protection, or if there are
adequate guarantees for the protection of personal data. Interested
parties may exercise their rights of access, rectification, deletion,
portability and limitation or opposition by sending a written
notification to DPO-Biokit@werfen.com.
16.

Governing Law and Jurisdiction

These GTC shall be governed by and construed in accordance with thelaws of Spain without reference to principles of conflicts of laws. The
United Nations Convention on Contracts for the International Sale ofGoods shall not apply to these GTC and is hereby expressly excluded.
The Parties, expressly renouncing to any other legal forum which may
correspond to them, agree that any disputes arising from theinterpretation or execution of these GTC or of any other additional
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