The sale of products of DiChTe GmbH (hereinafter referred to as the
”Seller”) to entrepreneurs within the meaning of § 14 German Civil
Code (”Bürgerliches Gesetzbuch”, ”BGB”) shall exclusively be governed
by the ”General Terms and Conditions of Sale of DiChTe GmbH” in the
version respectively in effect at the time of the conclusion of each
contract. Any contradicting or deviating general terms and conditions
of the Buyer shall not become part of the contract unless the Seller
has expressly agreed to their applicability in writing. This shall
also apply in the case that the Seller, with knowledge of
contradictory or deviating terms and conditions of the Buyer, performs
the contract without making a statement of reservation. The
performance of services on behalf of the Buyer to the DiChTe products
delivered shall be governed by the “General Service Terms and
Conditions of Sale of DiChTe GmbH”, in the version respectively in effect
at the time of the conclusion of each contract.

1. Seller’s offers are subject to change without notice. Contracts
shall not be deemed to be legally binding before the Seller’s written
order confirmation or delivery of the products. The Seller shall
reserve the right to make minor deviations from its specifications
concerning dimensions, weight, condition and quality.

2. a) Delivery dates shall be approximate, unless the Seller has
recognized such in writing to be binding. b) Should Seller fail to
meet a stipulated delivery date, Buyer may only rescind the contract
or claim damages instead of the performance (“Schadensersatz statt der
Leistung”) after unsuccessful expiration of a reasonable period of
grace set by it. This does not apply insofar as Seller is responsible
for its failure to meet the delivery date or the setting of a period
of grace is dispensable pursuant to §§ 323, para. 2 or 281, para. 2
BGB. In case of a partial fulfillment by the Seller, the Buyer shall
only be entitled to rescind the entire contract (“Rücktritt vom ganzen
Vertrag”) if it has no interest in the performance, taking into
account an objective standard.

3. Only those units listed in the Seller’s respectively valid price
lists shall be deliverable. Seller shall be authorized to make
deliveries in installments. Each installment may be invoiced
separately. With orders deliverable on call, notice thereof must be
made at least two weeks prior to the designated delivery date.

4. Force majeure, company shutdowns, labor disputes or other
impediments which are outside the Seller’s responsibility which affect
the Seller or its suppliers shall release the Seller from the
contractual delivery obligations for the term of the disruption and
its effects.

5. a) Seller shall determine the type and manner of shipping, insofar
as not otherwise instructed in writing by the Buyer. b) Shipping shall
be made ex works Nettetal, insofar as not otherwise agreed. c) An
extra shipping fee of € 9.50 will be charged for dry-ice shipments. d)
An extra shipping fee of € 15.00 will be charged for orders the
invoiced net cost of which is up to € 250.00. Orders above € 250 are
delivered free. e) Buyer shall bear the risk of incidental loss or
incidental deterioration of the goods shipped as soon as the Seller
hands over the goods to the shipping carrier.

6. a) Prices shall include the packaging costs. Value added tax shall
be added thereon. Buyer shall bear the shipment costs, insofar as not
otherwise agreed. b) Should Seller, after expiration of four months
from the date of the conclusion of the sales contract, i.e. usually
after Seller’s order confirmation, generally increase or reduce its
prices, then the prices in effect on the delivery date shall apply.

7. a) Seller’s invoices are payable and due 30 days after the invoice
date. b) Bills of exchange shall not be accepted as a means of
payment. Checks shall only be accepted pending full discharge of the
debt. c) In the event of late payment, Seller shall assess interest as
of the due date, without a dunning notice, in the amount of 8 % above
the base interest rate within the meaning of § 247 BGB. d) Buyer may
only set-off its own claims against due payments or claim a right of
retention insofar as its claims are determined with res judicata
effect, are non-disputed or are recognized. In addition, Buyer shall
not be permitted to assign its claims against Seller.

8. a) Seller reserves ownership title to the goods delivered by it
until the Buyer has discharged all of its obligations arising out of
the business relationship with Seller. The goods subject to
reservation of title may neither be pledged nor transferred as
security. Buyer shall only be authorized to sell the goods subject to
the reservation of title in the ordinary course of its business. b) To
secure Seller’s claims from the business relationship with the Buyer,
Buyer herewith now assigns to the Seller a firstpriority creditor
right to its accounts receivable resulting from the resale of the
goods subject to reservation of title in the amount of the Seller’s
invoice. Payments which the Buyer receives as payment for the sale of
goods subject to reservation of title shall first be credited to that
part of the total accounts receivable not assigned to the Seller,
insofar as the payer does not expressly state otherwise. c) Insofar as
reservations of title in the Seller’s favor exist or accounts
receivable of the Buyer are assigned to the Seller, then the Buyer
shall be obligated to provide any information necessary for the
protection of the Seller’s rights. This shall apply, in particular, to
attachments or other forms of seizure or arrest by third parties on
the goods or any accounts receivable assigned to the Seller. The costs
of any interventions shall be borne by the Buyer. d) Subject to
revocation of such right, the Buyer shall be authorized to collect the
accounts receivable assigned to the Seller. The Seller’s right to
collect the assigned accounts receivable itself shall remain
unaffected hereby. e) Insofar as the value of the security granted
exceeds the amount of the Seller’s claims by more than 20%, the Seller
shall be obligated to re-assign the security in the respective amount.
f) Upon the full performance of Seller’s claims, including all
auxiliary claims, the respective security shall be automatically
transferred back to the Buyer without a special transfer action.

9. a) Seller’s products are designed for use in scientific research.
Seller has developed the products for this purpose. Any use of the
Seller’s products for human medical treatment, for diagnostic
purposes, or as pharmaceuticals shall only be permitted if such
application is allowed pursuant to the statutory regulations
applicable both to the Buyer and the user and, insofar as necessary,
also an approval of the competent authority has been granted. In
addition, such application of our products shall require the prior
written consent of the Seller. Express instructions for use stated on
the package (e.g. ”in vitro Diagnosticum”) shall be deemed to be
written approval of the Seller; such shall not, however, replace any
governmental approvals which are necessary in the user’s country. b)
Buyers who use the Seller’s products for industrial production do so
at their own risk. As the Seller is not in a position to be able to
foresee or control the possible procedures and processes for such an
industrial application of the Seller’s products, Seller denies any
warranty or liability herefor. In such cases, Seller’s instructions
for use shall only be deemed to be non-binding recommendations.

10. a) Notifications of defects of goods delivered or deviations of
quantity or incorrect deliveries shall be made in writing at the
latest within one week after receipt of the goods. Latent defects
shall be notified without undue delay after their discovery. The
failure to observe these deadlines shall result in the automatic loss
of any warranty claims which might otherwise have existed. b) In case
of justified objections, the Seller shall, within a reasonable period,
supply the missing quantities, or, at Seller’s discretion, replace the
goods or rectify the defect. c) Should the Buyer have set a reasonable
period of grace for subsequent performance within the meaning of Item
10 b), hereof, then the Buyer can, after unsuccessful expiration of
the period set by it, demand either a reduction of the purchase price
or rescind the contract. The requirement of the setting of a
reasonable period of grace does not apply insofar as the setting of a
period of grace is dispensable pursuant to § 323 para. 2 BGB, the
subsequent performance failed, is unacceptable for the Buyer or has
been refused by the Seller. In case of delivery of defective goods,
the Buyer shall only be entitled to rescind the contract if he has no
interest in the performance taking into account an objective standard.
d) The Seller shall be liable in accordance with the statutory
provisions for damages and reimbursement of expenses which were caused
by intentional misconduct or gross negligence of the Seller’s legal
representatives or management employees, for fraudulently
non-disclosed defects, for personal damages, for claims pursuant to
the German Product Liability Act, for initial impossibility insofar as
the Seller had known or should have known of the initial impossibility
at the time of the conclusion of the contract, and for stipulated
attributes of the products sold, insofar as the Seller assumed a
guarantee for their attributes. The Seller shall be liable for damages
and reimbursement of expenses in the amount of the typical and
foreseeable losses resulting from negligent violations of Seller’s
essential contractual obligations or fundamental obligations and for
damages caused by Seller’s employees as a result of gross negligence
or intention without violating essential contractual provisions or
fundamental obligations. In case of a partial performance or the
delivery of defective goods, the Buyer shall be entitled to damages
instead of the entire performance (”Schadensersatz statt der ganzen
Leistung”) or reimbursement of expenses only if it has no interest in
the performance taking into account an objective standard. Otherwise,
any liability shall be excluded. e) No warranty claims or damage
claims or reimbursement of expenses shall be allowed in the event of
inappropriate handling and processing of the Seller’s products. No
liability shall be assumed for parts subject to wear and tear such as
movable parts, hoses, syringes, etc. Provided that the Seller has not
maliciously concealed a defect or otherwise warranted certain
attributes within the context of a guarantee, the Seller shall only be
liable for defects to used 5Prime products within the framework of the
particular terms contained in a Service Support Agreement concluded
between the Buyer and the Seller. f) The limitation period for claims
of the Buyer resulting from defects shall be one year following
delivery of the goods. This limitation period shall also apply for
claims based on tort resulting from defects of the products. Should
the Buyer be in default of acceptance, then the limitation period
shall start to run upon the transfer of risk. Claims of the Buyer
other than claims based on defects, in particular, claims on the basis
of accessory obligations, pre-contractual liability or tort shall be
time-barred two years after delivery of the products. The
afore-mentioned limitation periods shall not apply to claims of the
Buyer pursuant to Item 10 d) hereof to which it is entitled on the
basis of the same facts.

11. a) Place of performance and payment shall be Hamburg. For Buyers
who are business persons or who have their domicile outside of the
Federal Republic of Germany, jurisdiction shall be with the Local
Court in Dusseldorf or, as the case may be (for disputes concerning
claims with a value in excess of € 5,000.–), the District Court in
Dusseldorf. The Seller may, however, elect to have such disputes
decided by the courts having jurisdiction at the domicile of the
Buyer. b) German law shall apply. The UN Convention on Contracts for
the International Sale of Goods (CISG) shall not be applicable.

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