General Terms and Conditions for Sales (GTC)
of Greiner Bio-One nv/sa (GBO)
Valid with effect from 30 April 2024 1.
General and Order
1.1 With regard to all business relations of GBO pertaining to the supply of goods or services (both hereinafter referred to as "Deliverables") by GBO, the present GTC shall ex differing terms shall be invalid, even if the same have not been expressly contradicted. Deviations from these GTC intended by the Customer shall only be valid when acknowle by GBO. These GTC explicitly apply for any purchase orders placed by the Customer based on these GTC ("Purchase Orders"), contracts with the Customer, and all transactions Customer and GBO entered into in the future, even if these GTC are not referred to separately on a case-by-case basis. 1.2   The Customer declares to have taken note of these GTC and to accept them in their entirety.  The acceptance of these GTC also implies that the Customer fully waives th own GTC. 1.3   All general sale offers (including price lists) by GBO are deemed an invitation to the Customer to place a Purchase Order and shall be subject to confirmation by GBO i and shall not obligate GBO to make delivery. Customer's Purchase Orders and any contracts with Customer subject to these GTC shall become effective upon written confirmation delivery of the Deliverables by GBO. 1.4 The signatory who places an order, in his own name or in the capacity of authorized representative, or who pays for the order, in whole or in part, even on behalf of third for these third parties and undertakes to be jointly and severally liable with them. 1.5 Any agreements shall only become binding upon GBO once they have been concluded in writing. E-mails shall also be deemed to fulfil the written-form requirement. Machinery, equipment and tools, as well as manufacturing resources, are the property of GBO, even if the Customer has made a cost contribution thereto and the proposals and 1.6 regarding the Deliverables to be manufactured originate from the Customer. 1.7   Instructions in brochures, instructions for use, user manuals, and other product information provided by GBO ("Instructions") must be strictly followed. The instructio application for the Deliverables ("Intended Use"). Without prior written consent of GBO, the Deliverables must not be used and/or handled outside the Intended Use and/or oth Furthermore, the Deliverables must not be combined with other products and/or substances. GBO hereby expressly warns against the use and/or the handling of the Deliverables combination with other products and/or substances without prior written consent of GBO. The Customer is obliged to strictly adhere to the content of the documents made avail may not amend them. Insofar as a contractual territory is agreed, the Deliverables may only be used within such territory. The Customer shall inform all further buyers (cust accordingly. GBO shall not be responsible and does not assume any liability in respect of any incorrect and/or insufficient information contained in technical documents, pro sales brochures, instruction manuals, or any other documents prepared by the Customer, which are in any manner provided or made available to the customer or user. The same s apply if GBO shall have authorized or given its consent to such documents, because such authorization or consent shall be limited merely to the layout and compliance with co and shall not pertain to content. 1.8 The Customer unilaterally and irrevocably agrees to future amendments of these GTC by GBO. 2. Terms of delivery Generally, the Incoterms FCA Alphen aan den Rijn (Incoterms 2020) shall apply to deliveries. In case of transactions involving more than two parties, a written agreement on 2.1 Incoterm clause has to be concluded. During the duration of force majeure events (e.g. COVID 19 pandemic), statements of GBO in connection with transport costs (especially the amount of transport costs) are no 2.2 Customer shall be responsible for the costs of customs clearance for imports as well as any formalities and the costs thereof (such as product registration, operating licens costs. GBO shall be responsible for the costs of export customs clearance. 2.3 GBO may deliver, for reasons of packaging, up to 2% (two per cent) more or less of the quantity ordered without being in breach of contract. In such event, the quantity be charged. 2.4 In case GBO does not deliver in time, the Customer must set a reasonable cure period for the delivery in writing. In case GBO has defaulted on the extended cure period, cancel the contract subject to these GTC. During the duration of force majeure events (e.g. COVID 19 pandemic), statements of GBO about delivery dates as well as dates in ge and lead times are not binding. GBO is only liable for default based on gross negligence or willul misconduct. If the Customer refuses acceptance on the due date, in particu clause FCA applies to the delivery in question and no carrier appears from the contractual partner at the agreed delivery time, it shall nevertheless make full payment of th such instances, GBO stores the Deliverables at the risk and expense of the Customer; at Customer's request, GBO shall insure the Deliverables at Customer's expense. Upon Cus failure to accept the Deliverables within 14 (fourteen) days of GBO's offering, GBO is entitled to rescind the contract or claim damages for non-fulfilment. 2.5   , Force majeure means the situation in which the performance of the agreement by GBO is prevented in whole or in part, temporarily or otherwise, by circumstances beyon even if such circumstances were foreseeable at the time of conclusion of the agreement. The following situations are considered, without being exclusive, to be force majeure production at GBO's factories or at the facilities of GBO's suppliers or subcontractors, default by GBO's suppliers or subcontractors, import or export restrictions imposed other sovereign measures, accidents, breakdown of machinery, strike or lockout, fire, call-out, war, epidemics, pandemics, natural disasters, flood, fuel shortages, electric telecommunications failures and errors or delays attributable to third parties. During a situation of force majeure, the delivery period shall be automatically extended for the duration of such disruption.  Delays in the performance of GBO resulting fro pandemic shall be qualified as acts of force majeure. If such disruption shall last for longer than 14 (fourteen) days, both parties shall be entitled to cancel the contract this event, the Customer shall not be entitled to claim damages and GBO is discharged from its duty to perform. 2.6  GBO shall be entitled to make partial deliveries and render partial services as far as GBO may reasonably expect acceptance by the Customer. 2.7  In case of imminent consequences under oivil or criminal law due to the delivery of the Deliverables, GBO is entitled at any time to suspend deliveries or cancel them c the Customer shall not be entitled to claim damages. 2.8  Complaints relating to visible defects are only valid and shall be examined on condition that the Customer has not put the Services into use. Such complaints do not sus payment obligation. 2.9  In the event of delay or defect in the delivery of the ordered products, the Customer may not obtain deliveries elsewhere at the expense of GBO. Articles 1143 and 1144 do not apply to the agreement between GBO and the Customer. 2.10GBO is not bound to any future delivery obligation due to the one-time or continuous delivery of Deliverables to the Customer. 3. The risk of loss passes to the Customer according to the Incoterms individually agreed upon. The loss or damage to the Deliverables after the risk has passed to the Customer the Customer from its obligation to pay the purchase price. If dispatch or shipment is delayed for reasons for which the Customer is responsible, the risk of loss shall pass the date of readiness for dispatch. Risk of loss shall also pass to the Customer if the Deliverables are made available to the Customer and the Customer unjustifiably refuse storage expenses incurred after the risk of loss has passed shall be payable by the Customer. 4.
5.
Greiner Bio-One nv/sa | Leuvensesteenweg 248-D, 1800 Vilvoorde, Belgium | Phone +32 2 461 09 10 | Fax  +32 2 461 09 05 | info@be.gbo.com | http://www.gbo.com
1/3
Public Document
6.
Intellectual property
The Customer acknowledges that the Deliverables are the intellectual property of GBO. GBO reserves all rights, in particular rights of ownership, in respect of (i) the Deliv manufacturing processes; (ii) filling and utilization processes; (iv) know how, inventions and improvements; and (v) copyrights, intellectual property rights and application property rights. Unless separately agreed in writing for a clearly defined use, GBO does not grant any rights or licenses to the intellectual property of GBO to the Customer not be entitled to use trademarks of GBO, to use them outside the Intended Use and/or other Instructions, to modify them, to apply for them or to include trademarks of GBO i corporate name without the explicit written permission of GBO.
8'
9'

10. Liability
10.1 GBO shall be liable for its own fault and for the fault of its vícarious agents. Liability based on minor negligence shall be precluded unless the related claims are ma

11. Confidentiality
11.1 All information disclosed by GBO within the framework of a contract subject to these GTC shall be deemed confidential unless, at the time of disclosure, it is expressly confidential or, by its nature, is clearly non-confidential. All rights in the confidential information shall be reserved to GBO and title thereto shall continue to be held 1Dealer shall be a deemed natural person or legal entity engaged in the resale of products to third parties, in particular end customers, in its own name and for its own acc Greiner Bio-One nv/sa | Leuvensesteenweg 248-D, 1800 Vilvoorde, Belgium | Phone +32 2 461 09 10 | Fax  +32 2 461 09 05 | info@be.gbo.com | http://www.gbo.com 2/3 Public Document 11.2 Nothing in these GTC or in a contract between GBO and the Customer shall be interpreted as granting the transferring any rights to confidential information by transferr the Deliverables. 11.3 No confidential information may be disclosed to third parties without GBO's prior written consent. 11.4 Publications of the Customer in respect of or in connection with Deliverables require GBO's prior written consent. 11.5 The duty of confidentiality will survive the termination or expiry of a contract subject to these GTC.
12.  Compliance (applicable only if the Customer is also a GBO Dealer 1 )
12.1.The Customer undertakes at all times during the contractual relationship with GBO to comply with the Greiner Code of Conduct for Suppliers and Business Partners, https://sustainability.greiner.com/lieferanten/ and the Greiner Code of Conduct https://www.greiner.com/fileadmin/iser_upload/Downloads_Dokumente/8_2020_Code-of-Conduct_EN_w as amended, plus all applicable laws and provisions, in particular the US Foreign Corrupt Practices Act of 1977 (as amended), as well as the applicable anti-trust, competiti laws. Neither the Customer, nor those persons acting in its name, in particular executives, employees or representatives, shall make or offer improper payments or gifts in e form to third parties, including their employees or executives, or to public officials, representatives of a governmental agency or authority or those of a political party o The Customer undertakes that its own vicarious agents/partners shall comply with comparable principles to those of the Greiner Code of Conduct. 12.2. The Customer is aware that some territories, legal entities and/or natural persons are subject to sanctions and/or embargoes under various jurisdictions (under e.g. US law). The Customer is obliged to (i) conduct sufficient due diligence and closely monitor its customers at all times and (ii) to ensure by means of adequate standards that i Deliverables to legal entities, natural persons and/or territories subject to applicable sanctions and/or embargoes or (ii) otherwise act in violation of applicable sanction in a manner that would expose the Customer and/or GBO to potential export or sanctions penalties. 12.3. The Customer is especially obliged to comply with applicable national and international (re-)export control regulations, including embargoes, sanctions and other restr of goods or technology, when passing on Deliverables supplied by GBO to third parties. In addition, when selling, supplying, transferring or exporting to a third country, wi partner countries listed in Annex VIII to Regulation (EU) No 833/2014, the Customer is contractually prohibited from re-exporting to Russia and re-exporting for use in Russi as listed in Annexes XI, XX and XXXV to Regulation (EU) No 833/2014, common high priority items as listed in Annex XL to Regulation (EU) No 833/2014, or fireams and ammuniti in Annex I to Regulation (EU) No 258/2012 (together the Restricted Items). In addition, the Customer is obliged to ensure that its own contractual partners do not re-export to Russia or to re-export the Restricted ltems for use in Russia (together with the previous two sentences the Re-Export Restrictions). The Customer must also take reasonabl ensure that its own contractual partners address and pass on the Re-Export Restrictions within the supply chain. The Customer agrees that the mentioned Guidelines and Annexes are to be considered in the currently valid version. 12.4. In the event of a breach of the Re-Export Restrictions, the Customer undertakes to immediately cease the breach. In particular, the Customer agrees to take immediate a to cooperate with GBO in developing and implementing strategies to terminate and mitigate the breach. Such adequate remedies may include, in particular, conducting an intern implementing enhanced monitoring procedures, providing additional training to relevant personnel, revising internal policies, or revising existing contracts with the Custome partners to ensure strict compliance with the Re-Export Restrictions. In addition, upon request, the Custoner is obliged to provide GBO with corresponding proof and document the implementation of any remedial measures. 12.5. If any Restricted ltems are, directly or indirectly, re-exported to Russia or are re-exported for use in Russia, or if the Customer has knowledge or reasonable cause t Restrictions have been or may be violated, the Customer must immediately notify GBO in writing. In addition, upon request, GBO reserves the right to audit and inspect releva financial records of the Customer to verify the Customer's compliance with the Re-Export Restrictions. The Customer shall provide any information and assistance as GBO may require for such audit, including access to key personnel. 12.6. In the event of non-compliance, GBO reserves the right to terminate contracts subject to these GTC at any time and with immediate effect by written notice to the Custo shall not be entitled to file any legal and/or contractual claims, such as but not limited to compensation and/or damage claims. Unless otherwise stipulated by mandatory law agrees to indemnify, defend and hold harmless GBO and its Affiliates (including their officers, directors, stockholders, agents, servants, employees, representatives and/or full from and against all actions, daims, allegations, demands, damages, losses, costs and expenses, including reasonable attorney's fees, which GBO may incur to the extent arise out of or result from violation of provision 12 of these GTC and/or such claims are made from third parties. At GBO's request, the Customer shall make advance payments reasonable attorney's fees and legal costs for investigations and proceedings.
13. Miscellaneous
13.1  The Customer grants GBO, as well as all affiliated companies of GBO, the right to name the Customer as a reference customer by using first/ast name or company name, ad logo. This right is granted to GBO free of charge and is unlimited in time, space and content. The Customer can revoke this consent at any time in writing to GBO (e.g. via e of the naming as reference customer up to the revocation is not affected by the revocation of the consent. GBO will remove, under consideration of their legitimate interests economically reasonable and/or technically possible, publications already arranged before receipt of the revocation declaration of the Customer. The Customer is not entitled claims to third parties arising out of or in connection with any contract with GBO without GBO's prior written consent and any assignment in violation of this provision is n 13.2 GBO, as well as all companies with which GBO is directly or indirectly associated by way of a holding constituting at least 50% (including sister companies), shall be e offsetting in respect of claims which may or may not be due and payable, including future claims, held by GBO against the Customer or held by the Customer against GBO. 13.3 Nothing in these GTC and contracts subject to these GTC shall establish a partnership, company or joint venture of any type. Neither party shall be entitled to act as r respective other party for any purpose whatsoever and/or to commit the respective other party or to give undertakings on behalf of the other party. In the event of terminati the Customer shall not be entitled to any consideration, indemnification, or remuneration of costs of market development or amortized or non-amortized investments. 13.4  If a provision of these GTC or of any contract subject to these GTC is or becomes illegal, invalid or unenforceable, that shall not affect the validity or enforceabili or enforceability of any other provision of these GTC. The invalid provision shall be replaced in good faith with a valid, legal and enforceable provision the economic effec close as possible to that of the invalid, illegal or unenforceable provision. 13.5 These GTC and all contracts subsequently concluded between GBO and the Customer (out of or in connection with these GTC and/or in connection with any contractual relati GBO and the Customer subject to these GTC) shall be exclusively governed by and construed under the laws of Belgium law with the exclusion of any conflict of law provisions, Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) and any statute implementing this convention. 13.6 Exclusive place of jurisdiction for GBO and the Customer is agreed as the court in Brussels, Belgium, having subject-matter competence. GBO shall also have the right to proceedings before a court having competence with regard to the Customer. 13.7 The Customer shall not pass on to customers and/or third parties its access data relating to GBO web portals. In the event of departure of an employee from the Customer, GBO immediately notified, and the said employee's access data must be immediately amended. The Customer shall change its passwords at regular intervals. 13.8 GBO applies privacy policy according to its Data Privacy Statement at https://www.gbo.com/en_BE/data-privacy.html Greiner Bio-One nv/sa | Leuvensesteenweg 248-D, 1800 Vilvoorde, Belgium | Phone +32 2 461 09 10 | Fax  +32 2 461 09 05 | info@be.gbo.com | http://www.gbo.com Public Document