Terms & Conditions

Section A: GTCS for Germany

1. Scope of application

1.1 The following General Terms and Conditions of Services and Sale ("GTCS") shall be applicable to all contracts between Eurofins Genomics Germany GmbH or its successors or one of its German subsidiaries or German affiliates(“”Contractor”) and the customer (“Customer”) (Contractor and Customer hereinafter also referred to as “Party” and jointly as “Parties”) for the provision of laboratory services (“Services”) and the manufacture and delivery of products (“Goods”). The Contractor has additionally sent the GTCS to the email accounts provided by the Customer in the web shop.

1.2 The legal relationship between the Contractor and the Customer shall be governed exclusively by these GTCS. These GTCS supersede and replace all prior verbal or written price quotations and agreements between the Parties and, unless specifically indicated otherwise therein, take precedence over all conflicting or inconsistent provisions of subsequent written agreements between the Parties. Apart from managing directors or authorized representatives of the Contractor, no employee, agent or subcontractor of the Contractor has the authority to alter or waive any of these GTCS or to make any representation which conflicts with or purports to override any of these GTCS. Unless expressly accepted in writing and signed by a director or authorized representative of the Contractor, any terms and conditions proposed or submitted by the Customer (including, but not limited to, terms or provisions in the Customer's order, instructions or other documentation) that deviate from these GTCS shall be rejected and shall not apply. The Contractor´s objection to the Customer's general terms and conditions of sale and other terms and conditions of business also applies in particular if the Contractor provides a Service or Good without reservation in the knowledge of deviating or supplementary general terms and conditions of sale and other terms and conditions of business of the Customer, as well as if the Customer's general terms and conditions of sale and other terms and conditions of business contain provisions that go beyond the provisions of these GTCS. In addition, special terms and conditions of previous contracts, including special prices, shall not automatically apply to subsequent contract. Each order accepted by the Contractor shall be treated as a separate contract between the Contractor and the Customer.

1.3 These GTCS in their respective version shall also apply to future contracts with the Customer, even if they are not agreed again separately.

1.4 The provisions set out in section 1.2, 1.3, section 1.5, section 2.3, section 4.3 sentence 3 to 5, section 4.5, section 4.6, section 4.7, section 5.7 last sentence, section 5.8 last sentence, section 6.2, section

7.1 , section 10.1, section 11.3, section 14, section 15, section 16.4, section 20.2, section 23 and section 27 shall not apply if the Customer is a consumer within the meaning of Section 13 BGB. Consumer is any natural person who concludes a legal transaction for a purpose which can neither be attributed to its commercial nor its independent professional activity.

1.5 Future amendments to these GTCS shall be offered to the Customer in text form (Section 126b BGB) no later than six (6) weeks before the proposed date of their entry into force.

The Customer must expressly agree to any changes that affect material elements of the contract, i.e. elements that regulate the identity of the parties, the Services and Goods to be provided by Contractor and the remuneration of the Customer, after receipt of the offer pursuant to section 1.5 sentence 1, so that these are effectively agreed as of the proposed date. If the Customer does not agree, the previous GTCS shall continue to apply without the amendments offered by Contractor. The Contractor will expressly inform the Customer of the aforementioned in its offer pursuant to section 1.5 sentence 1. The Customer must object in text form (Section 126b BGB) within six (6) weeks of receipt of the offer pursuant to section 1.5 sentence 1 to any changes that do not affect material parts of the contract. If the Customer fails to do so, its silence shall be deemed as consent to the changes offered by the Contractor and the offered changes shall be agreed with effect from the proposed date. If the Customer declares its objection in text form (Section 126b BGB) within the aforementioned declaration period, the previous GTCS shall continue to apply without the amendments offered by the Contractor. The Contractor will expressly inform the Customer of the aforementioned declaration period and the consequences of its silence and its objection with the offer pursuant to section 1.5 sentence 1. The aforementioned declaration period for the Customer shall only begin to run if the Contractor provides the information pursuant to section 1.5 sentence 7 to the Customer in its offer pursuant to section 1,5 sentence 1.

1.6 These GTCS exist in a German and an English version. In the event of inconsistencies between the German and English versions, the German version shall prevail.

2. Conclusion of contracts

2.1 A contract is concluded by offer and acceptance. The Contractor’s offers are subject to change unless the Contractor has expressly designated them as binding in writing. Offers of the Customer are binding. If a Customer provides Contractor with samples, stating its customer number, this shall be deemed an offer. The contract is concluded at the latest upon receipt of Contractor’s order confirmation by the Customer. If Contractor does not confirm the order, the contract is concluded when Contractor begins to execute the order with the Customer's knowledge. A Customer's order will be valid only if it is sent by mail or fax or other electronic message on letterhead of the Customer, if one exists, or by using the Contractor’s approved sample dispatch sheets or electronic order forms and the commercial aspects of the order which are not specifically set out in these GTCS (including price, estimated turnaround times and delivery date) must be agreed at the time of the order. The Contractor is not obligated to start and continue any order, unless the order is clear, and it has been provided all required information.

2.2 In the event that the Customer subsequently stipulates additional requirements in connection with an already concluded contract, the Contractor shall be entitled to invoice in accordance with the scope of additional services in addition to the charges already agreed as part of the contract.

2.3 Terminations, setting of deadlines, declarations of withdrawal, demands for reduction or compensation by the Customer are only effective if they are made in writing or in text form.

2.4 If the Customer makes additional requests in connection with samples that have already arrived at the laboratory, this shall be deemed an offer to amend the contract already concluded and if Contractor accepts the amendment to the contract, it may lead to a corresponding postponement of the previously estimated delivery dates and a change in the agreed remuneration.

3. Contract content; contract performance

3.1 The content and quality of the Services and Goods owed by the Contractor are set out in the respective order confirmation OR the respective offer of the Contractor and the Customer´s order.

3.2 The Contractor is entitled to provide Services and Goods in whole or in part through a subcontractor.

3.3 The Contractor shall be entitled to deliver Services and Goods in instalments. Each instalment may be separately invoiced by the Contractor.

3.4 Unless otherwise agreed in writing or text form between the Parties, the contractual relationship is exclusively between the Customer and the Contractor. No contract in favor of third parties or with protective effect for third parties is concluded, by which the Contractor can be obliged towards these third parties, unless and insofar as something else follows from the contract and/or these GTCS.

4. Remuneration and terms of payment

4.1 The remuneration for the Contractor’s Services and Goods is determined by the price lists valid on the day of the conclusion of the contract. The remuneration is “ex works” (Incoterms 2020) excluding taxes and packaging. Taxes shall be calculated on the basis of the rates applicable on the date of invoicing.

4.2 The Contractor is entitled to demand advance payment of up to 100 % of the expected remuneration for the performance of its Services.

4.3 Unless specifically agreed otherwise by the Contractor in its acceptance of an order, payment of all invoices is due strictly within thirty (30) days of the invoice date without deduction. Any complaint in relation to an invoice must be submitted within the payment period unless the complaint concerns defects or other circumstances which were not apparent in the ordinary course of business within this period. The challenge of any result of a Service will not entitle a Customer to defer payment. Should the Customer default on any payment, all sums owed by the Customer – including any sums owed pursuant to other contracts – shall become immediately due and payable. This does not apply if the Customer is in arrears with a minor amount of less than 5 % of the invoice amount.

4.4 Payments shall be made by way of a bank transfer or by direct debit. Any other method of payment must be agreed with the Contractor. The Customer shall be obliged to provide the required bank account details to the Contractor.

4.5 The Customer shall only be entitled to set-off or retention with such counterclaims which are legally established, undisputed or recognized by the Contractor. This does not apply to the Customer's warranty rights for defects.

4.6 If the Customer is in default of the payment of an invoice in whole or in part, the Contractor is entitled to demand default interest in the amount of 9 percentage points above the respective base interest rate and the payment of a lump sum in the amount of € 40.00 pursuant to Section 288 para. 5 sentence 1 BGB. The assertion by the Contractor of any further demonstrable damage caused by default remains unaffected. The lump sum from sentence 1 shall be set off against any damages owed by the Customer, insofar as the damage is justified in the costs of legal action. The Contractor reserves the right to claim the lump sum from sentence 1 in several installments, whereby the sum of the installments will not exceed the amount of € 40.00. If the Customer ends the default by paying the invoice in full before the

Contractor has claimed the entire lump sum from sentence 1, Contractor will no longer claim the remaining partial amounts up to the sum of € 40.00 from the Customer after the Customer has made payment.

4.7 If the Customer is in default with the payment of an invoice in whole or in part, Contractor shall be entitled to suspend the performance of the contract and all other work performed on behalf of the Customer, even if such work is owed under another contract. This does not apply if the Customer is in arrears with a minor amount of less than 5 % of the invoice amount.

4.8 The Contractor has the right to charge an administrative fee of 15 Euros to reissue an invoice. This shall not apply to corrections due to errors of invoicing.

4.9 Vouchers for Goods and/or Services (Prepaid Products: e.g. prepaid barcode labels, kits/coupons) can be redeemed by sending them in with the respective sample. Prepaid Products can be redeemed until the end of the third year following the year in which the Prepaid Product was purchased. The Prepaid Products can only be used for the Goods and/or Services designated on it. Prepaid Products are neither paid out in cash nor do they bear interest.

4.10 The Contractor offers a virtual customer card (EVOcard), which the Customer can top up by making a deposit. The EVOcard can be redeemed for the purchase of Goods and/or Services in the Contractor's eShop at https://eurofinsgenomics.eu/ . By accepting these GTCS, the Customer acknowledges, accepts, and agrees that the EVOcard Terms and Conditions—accessible via https://eurofinsgenomics.eu/en/eurofins-genomics/help-center/payment/evocard/tc/ —shall apply if and when the Customer uses an EVOcard.

5. Obligations of the Customer in connection with the delivery of samples or materials

5.1 The Customer is responsible for the due and proper delivery of samples and the materials to be examined or analyzed and which are being provided for the purposes of production of Goods. Unless otherwise specifically agreed in writing by the Customer, the Contractor shall have no liability in the event that a sample is lost or damaged during shipment to the Contractor. The Customer is responsible for the security, packaging and insurance of the sample from the time of its dispatch to the time of its delivery to the offices or laboratories of the Contractor. In the event of a collection by the Contractor the Customer shall be responsible for the proper preparation of the samples.

5.2 Samples or materials must be in a condition which permits the production of reports / analyses, or the production of the Goods commissioned without difficulty. The Contractor shall be entitled to carry out an examination of any sample or materials on their delivery in order to establish their condition prior to the processing of the sample or the production of a report or their use in the production process. The Customer shall be obliged to bear the costs of such an inspection on delivery, should it show that the sample or materials do not comply with the requirements set out in this section 5. In the event that the result of the inspection on delivery reveals that analysis or production will be impossible or only possible in more onerous circumstances than originally anticipated – for example because the sample or materials have been mixed with foreign materials or substances which were not provided by the Customer or if they have degraded – the Contractor shall be entitled to suspend the performance of the contract and request the Customer to send a new sample that complies with the requirements in this section 5. If an examination of this second sample again reveals that analysis or production will be impossible or only

possible in more onerous circumstances than originally anticipated, then the Contractor may withdraw from the contract. In such a case the Customer shall bear the costs which the Contractor has incurred until such point in time.

5.3 The shipment of samples and materials to the Contractor shall be at the risk and expense of the Customer. In order to ensure that samples of the Customer are processed without delay, samples must be prepared, packaged and labelled in accordance with the sample submission guidelines of the Contractor which can be found https://eurofinsgenomics.eu/sample-submission-guides.aspx. In the event of culpable non-compliance with the above packaging guidelines, the Contractor is entitled to charge an additional fee per sample in accordance with the price list of the Contractor valid at the time of the conclusion of the contract associated with the Service/samples.

5.4 At the Contractor´s request, the Customer is obliged to inform the Contractor of the exact composition of a sample.

5.5 The Customer must ensure and hereby warrants that the Contractor shall be notified of any risks or danger to the property and any other legal interests of the Contractor and to their employees and other agents arising from the samples and known at the time of commissioning – either on the factory premises of the Customer or during shipment, in the laboratory or on any other premises belonging to the Contractor. It is the responsibility of the Customer to comply with the statutory provisions relating to special waste and hazardous materials. Such obligations relate to the provision of information, shipment and removal. In particular the employees or other agents of the Contractor must be informed of any health or safety concerns in connection with the samples and packaging, samples and/or containers must be labeled accordingly. Such concerns shall include in particular those in connection with known or presumed toxic substances or any other contamination of a sample and the presumed level of the contamination, as well as any risks to the property and other legal interests of the Contractor and to their employees and other agents pursuant to such contamination

5.6 The Customer shall bear the costs for the appropriate disposal of hazardous waste and hazardous substances that arise due to the nature of the samples provided by the Customer. This shall apply irrespective of whether the sample is labeled as hazardous waste or hazardous substance or not.

5.7 The Customer further undertakes to ensure that all samples sent to Contractor for the purpose of performing a Service are in a safe and non-volatile form. The Customer shall indemnify Contractor and its personnel or other agents for all losses, costs and other damages incurred by them due to the fact that a sample is dangerous or volatile, unless the Customer is not responsible for this fact.

5.8 In the event of a culpable breach of the above obligations under section 5.1 to 5.7, the Customer shall be liable for all losses, costs and damages incurred by the Contractor or its personnel or other agents as a result; this shall be the case irrespective of whether such costs, damages or other disadvantages are suffered on the premises of the Customer (for instance in the context of the taking of a sample), during shipment, in the laboratory or on any other premises belonging to the Contractor. This liability also includes a corresponding obligation to indemnify the Contractor in the event that claims are asserted against the Contractor by third parties due to a culpable breach of the above obligations by the Customer.

6. Use, rights and storage of samples

6.1 The Contractor shall have the right to use and/or consume samples sent within the scope of the performance of the contract. Unless separately invoiced storage has been agreed, the Contractor shall not be obliged to provide for the storage and/or refrigeration of any sample. If separately invoiced storage has been agreed, the Contractor shall take commercially reasonable measures to store the samples in accordance with standard industrial practices.

6.2 In the event that the execution and/or completion of the work is delayed due to circumstances for which the Customer is responsible, a storage fee per day and sample will be charged by Contractor as applicable reasonably.

6.3 The Contractor is entitled to dispose of or destroy samples after thirty (30) days after the Customer receives the results, unless storage has been agreed in writing or text form. If a specific storage period has been agreed, the Contractor shall be entitled to dispose of or destroy the sample after the expiry of such period without prior notice. If the disposal or destruction is subject to specific statutory provisions (e.g. in the case of special waste or hazardous materials or dangerous goods), the Customer shall bear the associated costs. If the Customer requests the return of unused sample materials, the return shipment shall be at the Customer´s risk and expense.

6.4 The Contractor shall archive analyses and reports as per the applicable regulations. This retention period begins for each analysis or report individually at the end of the year in which the analysis or report was sent. After expiry of this period, the archived analyses and reports shall be destroyed, unless the Customer requests their return at its own expense before expiry of the period.

7. Delivery deadlines; completion deadlines

7.1 Delivery dates and completion deadlines shall be estimates and shall not be binding on the Contractor unless the Parties have expressly agreed on a fixed date or deadline. The Contractor shall nonetheless be required to use its commercially reasonable endeavors to comply with the estimated completion periods.

7.3 Compliance with deadlines and time limits shall, where necessary, require the timely receipt of samples and/or documents to be supplied by the Customer.

7.4 If the Contractor is unable to meet binding deadlines for reasons for which the Contractor is not responsible, the Contractor shall inform the Customer thereof without undue delay and notify the Customer of a new date or deadline.

8. Acceptance and repeated Analysis – Services

8.1 Work results of Services, such as analyses, reports, expert opinions and test certificates, shall be sent by e-mail and/or post or by other electronic means to the persons named by the Customer upon conclusion of the contract after completion.

8.2 The Contractors' Services shall be deemed to have been accepted by the Customer if the Customer does not object to the Contractor in writing or text form within fourteen (14) days of receipt in accordance with section 8.1.

8.3 Requests for review of work results must be submitted within fourteen (14) days after the Customer receives the work results. However, unless the repeated analysis clearly demonstrates results

that differ significantly from the initial analysis, the Customer shall bear all costs associated with the repeat testing or review. The Contractor will perform a repeated analysis only if a sufficient quantity of the original sample is available at the time the Customer’s request is received. The Contractor shall not be held responsible for any variations in work results arising from factors beyond its control, including but not limited to sample degradation, storage conditions, transportation media, or elapsed time. If no sufficient original sample is available, the Customer shall bear all costs incurred, including resampling, transportation, analytical, and disposal expenses related to the repeat analysis.

9. Transfer of title and Ownership; utilization rights to work results; anonymous evaluation of

work results – Services

9.1 Title and all other rights to the work results of the Services shall remain with the Contractor until all invoices for such Services have been paid in full by the Customer.

9.2 Except as expressly agreed in writing and signed by a director or authorized representative of the Contractor, all Intellectual Property Rights in the Services, including but not limited to: (a) the sequencing or synthesizing technology, (b) laboratory know-how, (c) or any improvements or modification thereof, shall be owned by the Contractor.

9.3 The Customer shall be the exclusive owner of (a) the data, (b) the Customer Materials, (c) any derivatives or modifications of the Customer Materials generated by Contractor and (d) any inventions and/or discoveries except for those in section 9.2, directly resulting from the performance of the Services and directly related to the Customer Material.

9.4 The Customer shall ensure that the work results of the Services are only used for its own authorized internal purposes. The reproduction of extracts of work results requires the express prior consent of the Contractor. The Customer undertakes to pass on the work results to third parties only with the express prior consent of the Contractor; this also applies to passing them on in modified form. This shall not apply to any disclosure to authorities required by law. If the Customer is part of a group of subordinates or peers, these shall also be deemed third parties within the meaning of the GTCS. Existing copyrights to the work results remain protected.

9.5 The Contractor is entitled to evaluate the work results created for Customers and to produce anonymized evaluations from them. No conclusions about individual Customers can be drawn from the anonymized evaluations. The Contractor may use these anonymized evaluations for internal purposes and may also publish them.

10. Accuracy of work results – Services

10.1 Contracts shall be performed under the supervision of the Contractor in the best possible conditions in accordance with the state of the art. Work results may not be 100% accurate and/or relevant in all cases. Analyses, interpretations, assessments, estimates, consultancy services and inferences shall be completed, arrived at, compiled, provided and drawn with a commercially reasonable degree of care. However, the Contractor cannot warrant that such analyses, interpretations, assessments, estimates, consultancy services and inferences shall in all cases be accurate or wholly relevant.

10.2 Each work result shall relate exclusively to the samples analyzed by the Contractor. To the extent that the Contractor is not expressly commissioned to produce a sample schedule (including a

determination of which samples of which raw materials and which finished products are to be analyzed with which frequency), subject to the specification of the precise scope of the analyses to be carried out, or if and to the extent that the Customer fails to comply with the relevant recommendations of the Contractor, the Contractor is not at fault and therefore not liable should it emerge that the sample schedule and/or the specification of the scope of the analysis is insufficient or inappropriate.

11. Use of the Services and Goods by the Customer

11.1 The Customer shall observe and comply with the Contractors instructions and instructions for use when using and utilizing the Service or Goods. The Customer shall clarify any ambiguities regarding instructions or instructions for use by asking the Contractor.

11.2 In the event that the Contractor delivers any software to the Customer, the Customer must use such software in accordance with any applicable license conditions, instructions and manuals.

11.3 The Customer shall indemnify the Contractor against all claims of third parties and necessary costs incurred thereby (including, but not limited to, attorneys' fees) which are based on a culpable breach of the obligations set forth in 11.1 und 11.2 above. The obligation to indemnify shall not apply if the claim of the third party is based at least in part on a willful act of the Contractor or on the Product Liability Act

12. Transport; Transfer of risk; delay of transport - Goods

12.1 Where Goods are required to be shipped the choice of transport company and means of transport is up to the Contractor.

12.2 The risk of accidental loss and accidental deterioration of the Goods shall pass to the Customer upon handover at the place of performance (section 25 of the GTCS).

12.3 Where shipment or delivery is delayed for reasons which are the Customer's responsibility, risk shall be transferred by notice of shipment or readiness for transfer respectively. The costs arising from the same (in particular storage costs) shall be borne by the Customer.

12.4 The Contractor shall not be obliged to insure or have anyone else insure a shipment of Goods against damage during transport unless it has undertaken such obligation towards the Customer in writing.

12.5 Where the Contractor's Goods are subject to export control provisions (in particular licenses, permits and approvals), the Contractor shall ensure these are complied with. The Customer shall observe the provisions regarding the import of the Goods into the Customer's country or a third country. The Contractor cannot guarantee that such authorizations will be granted.

13. Retention of title – Goods

The Contractor retains title to the Goods until they have been paid in full.

14. Notice of defects – Goods

The Customer is obliged to inspect the Goods delivered by the Contractor with reasonable care and at its own risk to ensure that they are free of defects. The Customer shall notify the Contractor in writing of any obvious defects immediately upon receipt of the Goods. In the case of hidden defects, the written notification must be made immediately after their discovery. A written notification is no longer deemed to be immediate if it is not made within seven (7) calendar days after receipt of the Goods or after

discovery of the hidden defect. If the Customer is a merchant within the meaning of the German Commercial Code (“HGB”) and fails to comply with this obligation, the Goods shall be deemed to have been delivered by the Contractor in accordance with the contract and the Customer shall not be entitled to any warranty rights in this respect.

15. Limitation period for warranty claims

Claims for defects shall become time-barred one (1) year after acceptance (for Services) or transfer of risk (for Goods). This shall not apply if the law pursuant to Section 438 para. 1 no. 2 BGB, Section 445b BGB and Section 634 a para. 1 no. 2 BGB or the Product Liability Act prescribes longer periods, in the event of a willful or grossly negligent breach of duty by the Contractor, in the event of fraudulent concealment of a defect, in the event of a guarantee of quality or durability, in the event of default in the event of an agreement of a fixed delivery date and in cases of injury to life, body or health.

16. Limitation of liability

16.1 The contractual and/or statutory liability of the Contractor is generally excluded, unless otherwise agreed below.

16.2 The exclusion of liability of the Contractor pursuant to section 16.1 shall not apply:

• to damages caused by the Contractor intentionally or through gross negligence.
• if and to the extent that the Contractor is liable under the mandatory provisions of the German Product Liability Act;
• if and to the extent that the Contractor has given a guarantee of quality or durability, and damages have arisen from the breach of the guarantee.
• in the event of delay in the event that a fixed delivery date has been agreed.
• in cases of culpable injury to life, body and health.

16.3 In cases of slight and ordinary negligence on the part of the Contractor, the Contractor shall only be liable - unless it is already liable for damages pursuant to section 16.1 - for the breach of material contractual obligations. Material contractual obligations are all obligations whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the Customer regularly relies and may rely on. The Contractor’s liability shall then be limited to the damage typical for the contract and foreseeable for the Contractor at the time of conclusion of the contract.

16.4 All possible claims for damages based on slight and ordinary negligence on the part of the Contractor pursuant to the above provision in section 16.3 shall become time-barred in accordance with section 15 of these GTCS. Notwithstanding the foregoing, the statutory provisions shall apply to the commencement of the limitation period for claims that are not warranty claims for defects.

16.5 The above exclusions and limitations of liability shall also apply to the Contractor 's liability for its executive bodies, employees and vicarious agents as well as the personal liability of the Contractor' s executive bodies, employees and vicarious agents.

17. Self-delivery / Force majeure

17.1 If, for reasons for which Contractor is not responsible, Contractor does not receive deliveries or services from sub-suppliers or subcontractors despite proper congruent coverage, i.e. despite contractual agreement with which the Customer's claim for performance can be fulfilled in accordance with the contract in terms of quantity, quality and performance period, or if events of force majeure, i.e. obstacles to performance through no fault of Contractor lasting more than fourteen (14) calendar days, occur, Contractor will inform the Customer in a timely manner.

17.2 In this case, the Contractor is entitled to postpone the delivery of Goods or Service for the duration of the impediment or to withdraw from the contract in whole or in part due to the unfulfilled part of the contract, provided that the Contractor has complied with its aforementioned duty to inform and has not assumed the procurement risk or manufacturing risk and the impediment to performance is not only of a temporary nature, i.e. lasts less than fourteen (14) calendar days.

17.3 Force majeure is deemed to include strikes, lockouts, official interventions, shortages of energy and raw materials, epidemics and pandemics, transportation bottlenecks through no fault of the Contractor, operational hindrances through no fault of the Contractor, for example due to fire, water and damage to machinery, and all other hindrances which, from an objective point of view, were not culpably caused by the Contractor.

17.4 If a delivery or performance date or a delivery or performance period has been bindingly agreed and if the agreed delivery or performance date or the agreed delivery or performance period is exceeded by more than six (6) weeks due to events according to the above, or if it is objectively unreasonable for the Customer to adhere to the contract in the case of non-binding performance dates, the Customer shall be entitled to withdraw from the contract due to the part not yet fulfilled. Further rights of the Customer, in particular claims for damages, do not exist in this case.

18. Use of personal and business data

18.1 The Contractor is entitled to store and process personal or business data that it receives in any way from the Customer in compliance with the applicable data protection regulations, regardless of whether this data is provided directly by the Customer or by a third party.

18.2 The Customer is obliged to comply with the relevant data protection regulations for personal or business data that it receives from Contractor in any way.

19. Confidentiality obligation

19.1 For the duration of the contract, the Parties are obliged to keep secret all Confidential Information of the other party or its affiliated companies within the meaning of Section 15 of the German Stock Corporation Act (“AktG”) that comes to their knowledge in the context of the contract and to use it only for the purpose of implementing the contract.

19.2 Confidential Information is all technical, commercial, business and other information, including know-how, formulas, samples, data, analysis results and other work results of the disclosing party, regardless of the method of transmission, in particular both in writing and electronically or orally, which is communicated or otherwise made available to the receiving party by the disclosing party or an affiliated company within the meaning of Section 15 AktG (“Confidential Information”) as well as the fact that a contract has been concluded between the Parties and its content.

19.3 The receiving party may disclose Confidential Information to its own employees and subcontractors insofar as this is absolutely necessary for the performance of the contract. The receiving party shall oblige its own employees to maintain confidentiality in a manner permissible under labor law. The receiving party shall obligate the subcontractor in accordance with the confidentiality agreement in this GTCS. This confidentiality obligation must be a genuine contract in favor of third parties, so that the dis-closing party has contractual claims for injunctive relief and damages against the subcontractor in the event of a breach of the confidentiality agreement by the subcontractor.

19.4 There is no obligation of confidentiality:

• if the disclosing party agrees to the disclosure of the information in writing in advance;
• for information that is demonstrably generally known or published at the time of disclosure, is part of the general specialized knowledge or general state of the art;
• for information that becomes generally known after the time of disclosure without any action on the part of the receiving party that violates the confidentiality agreement;
• for information that is made known to the receiving party individually by third parties without these third parties violating a confidentiality obligation with regard to the disclosed information;
• for information that is discovered or developed by the receiving party independently and independently of the Confidential Information;
• for information that is disclosed to the public in writing after the time of disclosure by the disclosing party, from the time of disclosure to the public;
• for information that the receiving party must disclose or report to authorities or courts due to a legal obligation; and
• for information that was individually known to the receiving party at the time of disclosure. The receiving party shall immediately inform the disclosing party in writing of any prior individual knowledge.

19.5 After termination of the contract, the confidentiality obligation pursuant to the above section

19.1 to 19.4 shall continue to apply for three (3) years.

20. Economics Sanctions

20.1 The Customer continuously verifies and warrants with respect to Economic and Trade Sanctions imposed by the European Union, the United Nations, the United States of America or any other state that

• the Customer is not subject to any Economic and Trade Sanctions;
• to the best of its knowledge, the Customer is not controlled by or economically favored by any natural or legal person subject to Economic and Trade Sanctions;
• the Customer complies with all Economic Sanctions Laws applicable to it; and
• the Customer is not involved in any proceedings or subject to any governmental investigations for (alleged) violations of any Economic Sanctions Laws applicable to it.

20.2 The Customer shall indemnify the Contractor against all losses, liabilities, damages, fines, costs (including but not limited to attorney fees) and expenses incurred by or imposed on the Contractor as a result of a culpable breach of this section 20 by the Customer.

20.3 If the Customer breaches this section, the Contractor may terminate the contract with immediate effect, without prejudice to any other rights or remedies. The Customer shall then have no claim for damages.

20.4 For the purposes of section 20,

• Economic and Trade Sanctions mean any economic sanctions, restrictive measures or trade embargoes adopted by the UN Security Council, the European Union, the United States of America or any other sovereign government.
• Economic Sanctions Laws mean any laws, regulations or resolutions imposing economic sanctions.

21. Termination for good cause - Services

21.1 The Parties may terminate a contract for the provision of Services for good cause without observing a notice period.

21.2 Good cause entitling the Contractor to terminate the contract exists in particular if

a) insolvency proceedings are opened against the Customer's assets, or the Customer applies for such proceedings, or the opening of such proceedings is rejected for lack of assets or the Customer initiates out-of-court debt settlement proceedings;

b) the Customer persistently and materially fails to fulfill or otherwise breaches its contractual obligations, in particular, but not limited to, the Customer's obligations to provide samples and disclose the precise composition of any sample, and the Contractor has issued a written reprimand to the Customer specifying the objectionable circumstances and the Customer has not remedied the objectionable circumstances within thirty (30) calendar days after receipt of the reprimand;

c) it turns out during the provision of the Service that the complete provision of the Service is impossible for factual, legal or economic reasons and the Contractor is not responsible for this impossibility.

21.3 If a contract is terminated by a Party in accordance with section 21.1 and 21.2, the Customer shall pay Contractor the remuneration attributable to the part of the Service provided up to the termination. The Customer is entitled to the handover and provision of documentation on completed sections or partial results of the Service, if and to the extent that such documentation is available.

22. Applicable version of the GTCS to a contract

These GTCS may be amended from time to time by the Contractor. In each case the version of these GTCS in force on the date of the acceptance of the offer shall be the version applicable to the resulting contract.

23. Ethics Policy

Both Parties agree to comply with the Contractor’s ethics policies, available at https://cdnmedia.eurofins.com/corporate-eurofins/media/12152642/20200526-v9-eurofins-group-code-of-ethics-en-final-27052020.pdf.

24. Applicable law / Place of jurisdiction

24.1 These GTCS and the entire contractual relationship between the Contractor and the Customer shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the German conflict of laws rules.

24.2 The exclusive place of jurisdiction shall be at the registered office of the Contractor, provided that the Customer is a merchant, a legal person in accordance with public law or special fund constituted in accordance with public law or that the Customer has no general place of jurisdiction in Germany.

24.3 However, in case of section 24.2, Contractor also reserves the right to initiate legal proceedings also at the Customer's general place of jurisdiction.

25. Place of fulfillment and performance

The place of fulfillment and performance is the registered office of the Contractor.

26. Waiver of rights

The waiver by the Contractor or the Customer of the assertion of rights arising from these GTCS shall neither constitute a waiver of these rights nor lead to their forfeiture.

27. Written form clause

Amendments and additions to the existing contract between the Parties and to these GTCS must be made in writing to be effective. This also applies to the amendment of this written form clause. Text form within the meaning of Section 126b BGB is excluded . Section 305b BGB remains unaffected.

28. Severability clause

Should a provision of the contract be or become invalid or unenforceable or should the contract contain a loophole, this shall not affect the validity of the remainder of the contract. The above provisions do not constitute a mere reversal of the burden of proof, but exclude the application of Section 139 BGB. In the event of an invalid or unenforceable clause or a loophole, the valid and enforceable provision that comes closest to the legal and economic purpose of the contract shall be deemed to have been agreed.

Section B: GTCS for countries other than Germany

1. Applicable conditions

1.1 The following General Terms and Conditions of Services and Sale ("GTCS") shall be applicable to all orders accepted by EU or UK Eurofins Genomics legal entities (with the exception of Eurofins Genomics Germany) hereafter referred to as “Eurofins Genomics legal entity”.

1.2 The provision of goods and/or services, and any related work (collectively, the “Services”) as described in an offer or quotation (collectively, the “Offer”) and carried out by the Eurofins Genomics legal entity as per the Offer (the “Contractor”), shall be governed exclusively by these General Terms and Conditions of Sale (the “GTCS”). These GTCS shall form the basis of the agreement between the Contractor and the customer or any of its Affiliates (as defined below) or authorised representatives (the “Customer” and collectively with the Contractor as the "Parties" or the “Party” individually) and shall prevail over any conflicting terms in the Customer’s documents, including their general terms and conditions of purchase. The GTCS supersedes all prior verbal or written price quotations or agreements. Any modifications to the GTCS require the written agreement of both Parties.1.3 The Contractor undertakes to perform the Services wholly and exclusively as described in the accepted Order, it being understood that no implicit or implied services are included.

2. Order Acceptance and Contract Formation

2.1 A contract incorporating these GTCS (the “Contract”) is formed when the Customer issues an order in response to the Contractor’s Offer (the “Order”), and that Order is accepted by the Contractor. It shall be deemed accepted and effective when: (i) the Offer (with the GTS attached) is explicitly accepted and signed by the Customer; or (ii) the Contractor explicitly confirms acceptance of the Order in writing, or (iii) the Contractor proceeds with execution of the Order without requiring written confirmation.

2.2 The commercial aspects of the Order that are not expressly covered by these GTCS, including pricing, estimated turnaround times, and delivery dates, must be agreed upon, in writing, at the time of ordering.

2.3 The Contract shall consist of the following documents (in order of precedence, unless expressly agreed otherwise): (i) these General Terms and Conditions (GTCs), except for those specific parts or provisions that are explicitly derogated from in writing in the Order and expressly agreed by both Parties, in which case such agreed deviations in the Order shall take precedence, (ii) the Order issued by the Customer and accepted by the Contractor (which implies acceptance of the GTCS), (iii) the Contractor’s Offer (including quotation and any referenced specifications or scope of work), and (iv) any addendums, annexes, or payment schedules expressly agreed in writing by both Parties.

3. Performance conditions

The Contractor shall perform the Services with reasonable skill, care, and diligence, in accordance with applicable industry standards, as well as any specific requirements and criteria explicitly agreed upon in the Contract. The Contractor shall not be liable for any failure of the Services or the deliverables to comply with the provisions of clause 3, where the same arises directly or indirectly and whether in whole or in part as a result of: (i) a breach by the Customer of any of its obligations under this Contract; (ii) an event of Force Majeure; (iii) any design, specification or requirement of the Customer; or (iv) use of the Customer materials (including products and samples).

4. Time of completion - acceptance

4.1 Unless expressly agreed otherwise in writing, time shall not be of the essence for the performance of the Services under the Contract. The effective date shall be the start date on which the work commences, and the term of the Contract shall continue until the Services have been fully performed in accordance with the Contract, unless otherwise agreed in writing by the Parties.

4.2 Obstructions or interruptions beyond the Contractor's control will suspend the time of completion.

4.3 The Customer shall approve, reject with reasons, or provide comments on any deliverables, or requests for acceptance of the Services, within fifteen (15) calendar days of Contractor’s submission of the deliverables to Customer. In the absence of a timely response with written justification or evidence of refusal, the Services or deliverables shall be deemed accepted without reservation.

5. Price

5.1 Unless otherwise stipulated in the Offer, the fixed amount price as specified in the Offer and all the prices referred to in the Offer, (hereafter the "Contract Price"), shall be stated in the currency of the country where the Contractor performs Services. The prices can be updated and/or revised, by written agreements between the Parties, on an annual basis, based on the applicable consumer price index of the relevant jurisdiction in line with the percentage increase in the preceding 12-month period, but only where permitted under applicable law and where the project or deliverables extend beyond one year, unless otherwise agreed to by the Parties in writing.

5.2 Contract Prices are exclusive of applicable taxes (including, without limitation, sales, use and VAT) and are based on tariffs in force on the day of the remittance of the Offer to the Customer. Applicable taxes are those in force on the date of invoicing.

5.3 The Contract Prices are applicable to the current Offer and do not apply to additional or further Orders.

5.4 The remuneration for Contractor’s ' Services and Goods is determined by the price lists valid on the day of the conclusion of the contract. The remuneration is “ex works” (Incoterms 2020) excluding taxes and packaging. Taxes shall be calculated on the basis of the rates applicable on the date of invoicing.

6. Payment – Delay in payment

6.1 Payments shall be made according to the Contractor's invoice, and always subject to clause 6.2, net and without discount. Invoice issuance and payments shall be made upon completion of milestones or service stages, as set out in any payment schedule.

6.2 Unless the Parties have agreed otherwise, all invoices shall be paid within thirty (30) days from the invoice date. Any dispute regarding an invoice must be communicated in writing to the Contractor within thirty (30) days of the invoice date. Any invoice not disputed, in writing, within this period shall be deemed approved, and the Contractor shall be entitled to receive payment for the Services as specified in the invoice. The full payment of the price shall trigger the transfer of ownership of the deliverables (i.e. all materials specified in a particular Order to be provided by the Contractor to the Customer as part of the Services under the Contract) to the Customer.

6.3 The Customer shall pay the undisputed amount in case of a dispute. The disputed portion of the invoice may be withheld until resolution of the matter, but the Customer may bear the interest referred to in clause 6.4, from the due date of the payment, unless agreed otherwise by the Parties. Any costs reasonably incurred by the Contractor as a result of the late payment, limited to those arising from collection efforts, shall be borne by the Customer.

6.4 Any invoice remaining unpaid after the due date may, where permitted by applicable law, be subject to applicable statutory interest, an administrative penalty, and/or extrajudicial costs.

6.5 If the Customer or its contractor delays, suspends, or halts the Services, all completed work and incurred costs become immediately payable, without prejudice to any further compensation due to the Contractor. Upon termination or expiration of the Contract, the Customer must pay for all Services performed and authorized expenses incurred up to that point, including any work-in-progress started before receiving notice of termination, and including a proportionate share of the Contractor’s profit margin.

6.6 There shall be no right to set off by the Customer under the Contract.

6.7 All deliveries shall be made in accordance with INCOTERMS® 2020, as published by the International Chamber of Commerce (ICC). Risk of loss or damage to the goods shall transfer from the Contractor to the customer at the point defined by the agreed delivery term

6.8 The Contractor offers a virtual customer card (EVOcard), which the Customer can top up by making a deposit. The EVOcard can be redeemed for the purchase of goods and/or services in the Contractor's eShop at https://eurofinsgenomics.eu/ . The EVOcard can only be redeemed before completing the order process. Subsequent offsetting is not possible. Existing credit is neither paid out in cash nor does it bear interest. EVOcard credit can be redeemed until the end of the third year following the year of the last top-up. By accepting these GTCs, the Customer acknowledges, accepts, and agrees that the EVOcard Terms and Conditions—accessible via https://eurofinsgenomics.eu/en/eurofins-genomics/help-center/payment/evocard/tc/ —shall apply only if and when the Customer uses an EVOcard and/or prepaid coupons.

6.9 Vouchers for goods and/or services (prepaid labels) can be redeemed by sending them in with the respective sample. Prepaid labels can be redeemed until the end of the third year following the year in which the prepaid label was purchased. The prepaid label can only be used for the goods and/or services designated on it. Prepaid labels are neither paid out in cash nor do they bear interest.

7. Liability and Insurance

7.1 In no event shall the Contractor be responsible for penalties, liquidated damages or any indirect, immaterial, consequential, incidental, punitive or special damages (including without limitation damages for lost profits or revenue, loss of use, business interruption, loss of information, the procurement of substitute services or other damage based on lost future incoming cash flows or lost benefits/savings) of the Customer or of any third-party, even if Contractor has been advised of the potential for such damages and whether such damages arise in contract, negligence, tort, under statute, in equity, at law or otherwise.

7.2 Notwithstanding anything to the contrary stated elsewhere, Contractor's total aggregate liability, whether arising from contract, tort (including negligence), breach of statutory duty, or otherwise, for all claims, losses, damages, and expenses arising out of or in connection with the Contract, whether before, during, or after performance of the Services, shall be limited to (i) [one hundred percent (100%)] of the Contract Price, due and paid by Customer to Contractor in the past twelve (12) months in relation to the applicable Order giving rise to such liability, OR (ii) [two hundred fifty thousand euros (250 000 EUR)], per calendar year, whichever amount is less. This cap includes, without limitation, indemnification for third-party claims, penalties, and termination fees. Any other liability that cannot be excluded or limited by applicable law is excluded from the cap.

7.3 For the avoidance of doubt, the Parties acknowledge and agree that in no event shall Contractor nor any of its affiliates (i.e. any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, hereafter an “Affiliate”) be jointly and severally liable with respect to any Order placed by the Customer or any of its Affiliates. Contractor and its Affiliates are separate and distinct legal entities, and Contractor shall not be deemed to have any obligation with respect to another Affiliate’s

performance or non-performance of any obligation under this Contract or any Order. Each Affiliate shall be solely responsible for its own actions, inactions, and obligations arising from its specific Contract.

7.4 Each Party shall maintain insurance sufficient to cover its interests and liabilities, including, without limitation, workers' compensation (if applicable) and general liability.

7.5 The Customer is responsible for the due and proper delivery of samples and the materials to be examined or analyzed and which are being provided for the purposes of production. Unless otherwise specifically agreed in writing by the Contractor, the Contractor shall have no liability in the event that a sample is lost or damaged during shipment. The Customer shall be exclusively and at all times liable for the security, packaging (sample packaging guidelines can be found at https://eurofinsgenomics.eu/sample-submission-guides.aspx) and insurance of the sample from the time of its dispatch to the time of its delivery to the offices or laboratories of the Contractor. In the event of a collection by the Contractor the Customer shall be responsible for the proper preparation of the samples.

7.6 The Customer warrants and undertakes to the Contractor to ensure that all samples which are sent to the Contractor for the purposes of carrying out any analysis shall be in a secure and non-volatile form. The Customer furthermore undertakes to indemnify the Contractor and their personnel or other agents in respect of any loss, costs and other damage suffered or incurred by them due to the fact that a sample is hazardous or volatile, unless such fact is not attributable to the Customer. In the event that a sample is dangerous or is constituted by special waste/a hazardous medium, the Customer must so inform the Contractor in writing prior to its dispatch. The Customer shall be furthermore obliged to appropriately label any packaging, samples and/or containers (sample packaging guidelines can be found at https://eurofinsgenomics.eu/sample-submission-guides.aspx).

7.7 All products and services are intended for professional use in controlled environments and must comply with applicable regulatory frameworks. The Contractor will therefore deliver exclusively to qualified entities, such as public research institutions, analytical and teaching facilities, technical commercial operations, or relevant industries, including those operating under GCP, GLP, or GMP standards. The Contractor will therefore only deliver products to public research, analytical and teaching institutions, technical commercial operations or relevant industries. The Contractor refutes all liability for damage which could arise from improper handling or in case of domestic use or use on people or animals. The Contractor expressly prohibits the passing on of poisonous (hazardous) materials to private individuals. Furthermore, reference is expressly made to the fact that the absence of a hazard warning shall not mean that the relevant product is harmless. Similarly, any liability on the part of the Contractor for damage and injury to persons or things arising as a result of improper handling or storage of the products at the Customer's premises shall be excluded. To the extent that relevant national or international statutes or regulations apply to dealings, including delivery, storage, processing or trade in certain products, these shall also be observed by the Customer.

8. Warranties and Indemnification

8.1 Only where permitted under applicable law and except as expressly set forth in the Contract, Contractor makes no warranties of any nature, whether written, oral, expressed or implied under this Contract or any Order under it, and, to the fullest extent permitted by law, Contractor specifically disclaims all other warranties, including without limitation, any warranty of suitability, merchantability, non-infringement or fitness for a particular purpose.

8.2 The Customer shall indemnify, defend, and hold harmless Contractor, its Affiliates, or their respective officers, directors, and employees (collectively, the “Contractor Indemnitees”) against any kind of third-party claims, liabilities, costs, damages, suits, actions, debts, charges and expenses (including reasonable attorney’s fees, court costs and any amount paid in settlement) (“Claims”) that Contractor

Indemnitees shall or at any time may sustain to the extent such Claims arise from or in connection with: (a) fraud, negligence, or the wilful misconduct of the Customer, its Affiliates, and their respective officers, directors, employees, and agents; (b) the receipt or use of materials provided by the Customer or its Affiliates under the Contract; and/or (c) the unauthorised use of the Services or deliverables provided by Contractor under the Contract. This indemnity excludes Claims arising from fraud, gross negligence, or the wilful misconduct of the Contractor Indemnitees.

9. Intellectual property

Each Party retains ownership of its respective background intellectual property (“IP”). All inventions and deliverables created under the Contract shall belong exclusively to the Customer, subject to Customer’s payment for the Services. Contractor may retain a copy of deliverables for legal and archival purposes. Any IP newly developed by Contractor outside the Services remains its exclusive property, unless agreed otherwise by the Parties. The Customer shall not use the Contractor’s name, logo, or trademarks, including in any publication or report, without prior written approval.

10. Miscellaneous

10.1 Each Party undertakes to maintain the confidentiality of all the information and documents which it gained knowledge of during the negotiation and performance of the Contract. Information in the public domain is not considered as being confidential. Each Party may disclose confidential information if required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

10.2 These GTCS may be amended from time to time by the Contractor. In each case the version of these GTCS in force on the date of the acceptance of the offer shall be the version applicable to the resulting contract.

10.3 If a court strikes down any provisions of these GTCS, limits them in their application or finds them to be invalid, unlawful or unenforceable, the remaining provisions shall remain valid to the fullest extent possible.

10.4 If either the Contractor or the Customer refrains from asserting any rights which arise pursuant to these GTCS, this shall neither constitute a waiver of such rights nor shall it result in the forfeiture of such rights.

10.5 Each Party agrees to comply with the Contractor’s ethics policies, available at https://cdnmedia.eurofins.com/corporate-eurofins/media/12152642/20200526-v9-eurofins-group-code-of-ethics-en-final-27052020.pdf Any violation of the stipulations of this article constitutes a breach of contract, which shall entitle the Contractor to suspend and/or terminate the Contract.

10.6 The Parties shall act in accordance with the applicable data protection and privacy laws to the extent that those obligations are relevant to the Contract. Any data sharing or data transfer agreements required will be incorporated into the Contract.

10.7 For the purpose of carrying out the commission the Contractor will process and use personal data – such as that concerning the Customer’s contact persons and/or persons responsible for the project. The Customer is aware that for the purpose of securing the best possible services, including the use of existing expertise and know-how, not only personal data but also data about the commission, such as analysis questions and their results, may be passed on to the Eurofins Group member companies or co-operation partners. The Eurofins Group member companies and the co-operation partners shall be bound by a corresponding confidentiality agreement which shall be made available upon request. The Customer may

object to this use of commission data in writing or by email via support-eu@genomics.eurofinseu.com. Furthermore, the Contractor may process and use data for the purpose of obtaining a further commission.

10.8 The Contractor will use its commercially reasonable endeavors to keep all results of the analyses and service reports confidential. These obligations shall not apply to the rights of the Contractor or to any requirement to adduce proof of an entitlement to receive payment for services rendered.

10.9 The Parties shall notify the other in writing, as soon as possible and without undue delay, upon becoming aware of any Personal Data Breach in respect of any Personal Data under the Services.

10.10 The Contractor shall not be liable for any delays, non-performance, or failure to meet performance objectives, nor for any additional costs (including inflation) beyond the Contractor’s reasonable control, including in cases of Force Majeure (e.g. Acts of God) or governmental requirements. The Parties shall, in good faith, agree in writing on necessary adjustments, including deadline extensions and cost coverage based on supporting documentation. If no agreement is reached within one (1) month of initial discussions, the Contractor may terminate the Contract. The Customer shall compensate the Contractor for services performed and reimburse all costs and expenses, including a proportionate share of the Contractor’s profit margin related to those services.

10.11 Samples or materials must be in a condition which permits the production of reports / analyses, or the production of the products commissioned without difficulty. The Contractor shall be entitled to carry out an examination of any sample or materials on their delivery in order to establish their condition prior to the processing of the sample or the production of a report or their use in the production process. The Customer shall be obliged to bear the costs of such an inspection on delivery, should it emerge that the sample or materials do not comply with the requirements set out in this section 4. In the event that the result of the inspection on delivery reveals that analysis or production will be impossible or only possible in more onerous circumstances than originally anticipated – for example because the sample or materials have been mixed with foreign materials or substances which were not provided by the Customer or if they have degraded – the Contractor shall be entitled to withdraw from the contract or to suspend the performance of the contract. In such a case the Customer shall bear the costs which the Contractor has incurred until such point in time.

10.12 The shipment of samples and materials to Contractor shall be at the risk and expense of the Customer. In order to ensure that your samples are processed without delay, samples must be prepared, packaged and labelled in accordance with our sample submission guidelines which can be found https://eurofinsgenomics.eu/sample-submission-guides.aspx. In the event of non-compliance with the above packaging guidelines, the contractor is entitled to charge an additional fee per sample (as applicable).

10.13 The Customer must ensure and hereby warrants that the samples shall constitute no danger to the property and any other legal interests of the Contractor and to their employees and other agents – either on the factory premises of the Customer or during shipment, in the laboratory or on any other premises belonging to the Contractor. It shall be the responsibility of the Customer to comply with the statutory provisions relating to special waste and hazardous materials. Such obligations shall relate to the provision of information, shipment and removal. In particular the employees or other agents of the Contractor must be informed of any health or safety concerns in connection with the samples. Such concerns shall include in particular those in connection with known or presumed toxic substances or any other contamination of a sample and the presumed level of the contamination, as well as any risks to the property and other legal interests of the Contractor and to their employees and other agents pursuant to such contamination. In the event of any wrongful breach of these obligations the Customer shall be liable for any costs, damage and any other prejudice which are incurred or suffered by the

Contractor or their personnel or other agents as a result thereof; this shall be the case irrespective of whether such damage is suffered on the premises of the Customer (for instance in the context of the taking of a sample), during shipment, in the laboratory or on any other premises belonging to the Contractor. Such liability shall also include a corresponding obligation to indemnify the Contractor in the event of any proceedings being instigated against them by third parties. At the request of the Contractor the Customer shall be obliged to notify to the Contractor the precise composition of any sample. The Customer indemnifies the Contractor and for any damage caused to things and people within the Contractor's organization as well as external ones (e.g. logistics) the Customer will pay the cost of damages and will be legally responsible.

10.14 The Customer shall bear the costs for the appropriate disposal of hazardous waste and hazardous substances that arise due to the nature of the samples provided by the Customer. This shall apply irrespective of whether the sample is labeled as hazardous waste or hazardous substance or not.

10.15 The Customer further undertakes to ensure that all samples sent to Contractor for the purpose of performing a Service are in a safe and non-volatile form. The Customer shall indemnify Contractor and its personnel or other agents for all losses, costs and other damages incurred by them due to the fact that a sample is dangerous or volatile, unless the Customer is not responsible for this fact.

10.16 All samples shall be the property of the Contractor to the extent that that this is necessary in order to perform the contract. To the extent that storage has not been agreed, the Contractor shall not be obliged to ensure the storage and/or refrigeration of any sample. If storage has been agreed, the Contractor shall take commercially reasonable measures in accordance with standard industrial practices to store the samples.

10.17 In the event that the execution and/or completion of the work is delayed due to circumstances for which the Customer is responsible, a storage fee per day and sample will be charged by Contractor as applicable reasonably

10.18 The Contractor shall be entitled to dispose of or destroy samples after 30 days after the Customer receives the results, unless storage has been agreed in writing. If a specific retention period has been agreed, the Contractor shall be entitled to dispose of or destroy the sample without prior notice on the expiry of such period. Should such disposal or destruction be subject to specific statutory provisions (e.g. in the case of special waste or hazardous materials or dangerous goods), the Customer shall bear any costs which are incurred in connection therewith. If the Customer requests the return of unused sample materials, the Contractor shall return such sample materials at the expense and risk of the Customer.

10.19 The Contractor shall archive analyses and reports as per the applicable regulations. This retention period begins for each analysis or report individually at the end of the year in which the analysis or report was sent. After expiry of this period, the archived analyses and reports shall be destroyed, unless the Customer requests their return at its own expense before expiry of the period.

10.20 The risk of accidental loss and accidental deterioration of the Goods shall pass to the Customer upon handover at the place of performance of services.

10.21 Requests for review of test results must be submitted within fourteen (14) days after the Customer receives the results. However, unless the repeated analysis clearly demonstrates results that differ significantly from the initial analysis, the Customer shall bear all costs associated with the repeat testing or review. The Contractor will perform a repeated analysis only if a sufficient quantity of the original sample is available at the time the Customer’s request is received. The Contractor shall not be held responsible for any variations in results arising from factors beyond its control, including but not

limited to sample degradation, storage conditions, transportation media, or elapsed time. If no sufficient original sample is available, the Customer shall bear all costs incurred, including resampling, transportation, analytical, and disposal expenses related to the repeat analysis.

10.22 The Contractor may terminate an Order, without prejudice to any other right or remedy, upon giving 7 days written notice (text form) to Customer and return the samples at Customer's expense and risk:

a) if the Customer fails to provide the order-specific samples within 14 days upon written request by the Contractor (text form);

b) if the Customer fails to notify to the Contractor the precise composition of any sample within 14 days upon written request by the Contractor (text form). The Contractor's right to invoice the costs incurred to date remains unaffected.

11. Disputes and governing law

In the absence of an amicable resolution, any dispute relating to the Contract shall be submitted to a court of competent jurisdiction in the place where the Services are performed. The law of the jurisdiction in which the Services are performed shall be applicable. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to the Contract.