General Conditions Vivaltes B.V.

Vivaltes B.V., Heerhugowaard, Trade Register of Chamber of Commerce, nr 67342434

1. Scope of application

1.1 These terms and conditions apply to all screening, research and other services rendered (“Services”) and all data and other goods (“Goods”) supplied by Vivaltes B.V. (hereafter referred to as “Vivaltes”) to the Customer. Vivaltes is only bound towards Customer if both Vivaltes and Customer have signed the Order Confirmation Form within the time that the Vivaltes’s offer is valid. By placing an order, Customer will be regarded as having accepted these terms and conditions.

1.2 Any definitions used in these terms and conditions have the same meaning as assigned to in the Order Confirmation Form. These terms and conditions, together with the Order Confirmation Form, are hereinafter referred to as the “Agreement”.

2. Services / Goods / Delivery

2.1 The Services to be rendered or Goods to be delivered by Vivaltes to the Customer are described in the Order Confirmation Form.

2.2 Vivaltes may subcontract the Services in whole or in part to one or more third parties (“Subcontractors”), provided that such subcontracting does not violate the rights of Customer under the Agreement and, furthermore provided, that Vivaltes remains fully responsible towards Customer for the part of the Services thus subcontracted.

2.3 Deliverables shall mean: the information, predictions, results, data, knowledge or other goods to be generated or delivered by Vivaltes under an Order Confirmation Form.

2.4 Delivery as referred to in the Order Confirmation Form takes place as follows:

• a. If the Deliverables of Vivaltes under an Order Confirmation Form consist of screening results and/or screening data or knowledge about predicted health effects of compounds/mixtures, Deliverables shall be sent or mailed to Customer as agreed with Customer in the Order Confirmation Form. Customer will be responsible for transport and import and export of compounds/mixtures that need to be tested. Customer will be responsible for providing appropriate safety handling instructions for these compounds/mixtures to Vivaltes.
• b. If the Deliverables of Vivaltes under an Order Confirmation Form consist of newly conducted research, delivery takes place as agreed in the Order Confirmation Form.

2.5 Vivaltes will use reasonable efforts to meet scheduled dates for the Services and the supply of Goods. However, in view of among others the experimental nature of the Services, such dates are only estimates.

3. Responsibilities of Customer

3.1 Customer shall, within two weeks after the signature of the Order Confirmation Form by the last of Vivaltes or Customer, provide Vivaltes with the necessary information (“Customer Information”) and materials (“Customer Materials”) as described in the Order Confirmation Form.

3.2 Customer guarantees that it is entitled to disclose the Customer Information and to provide the Customer Materials to Vivaltes and that these are not proprietary information of any third party.

3.3 Customer shall at all times keep a back-up of the Customer Information and a log of the Customer Materials provided to Vivaltes.

4. Price and Payment

4.1 Invoices shall be sent by Vivaltes to Customer according to the schedule in the Order Confirmation Form.

4.2 Customer shall pay invoices within 15 days from the date of invoice. Prices exclude taxes, fees, duties, and levies. Any such taxes shall be paid by Customer.

4.3 If payment is not received by the due date, interest of 1.5% per month will accrue on all unpaid amounts.

4.4 Customer shall grant security to Vivaltes upon request if Vivaltes has reasonable doubt about Customer’s ability to fulfill financial obligations.

4.5 Payment shall not be withheld or offset against counterclaims contested by Vivaltes.

5. Intellectual Property

5.1 Data results of health effects of tested compounds/mixtures generated by Vivaltes and/or Subcontractor related to Customer’s Information shall be the sole property of Customer, after payment of all invoices, unless agreed otherwise.

5.2 Vivaltes has the right to use data results of health effects to improve its services to other Customers. Any Improvements shall remain the property of Vivaltes.

5.3 Data from mode of action studies and health effects can be used by Vivaltes for improvement purposes.

5.4 Vivaltes Technology, including inventions, know-how, data, trade secrets, and intellectual property, remains the sole property of Vivaltes.

6. Indemnification / Liability

6.1 Customer shall indemnify and hold harmless Vivaltes and its subcontractors from any liability arising out of infringement claims related to Customer Information or Customer Materials.

6.2 Vivaltes performs research/testing to the best of its ability but does not accept liability for how the data is applied by the Customer.

7. Limited Liability

7.1 All Deliverables are provided “as is” without warranty. Vivaltes disclaims all implied warranties, including merchantability and fitness for a particular purpose.

7.2 Vivaltes shall not be liable for indirect, consequential, or punitive damages.

7.3 Vivaltes’s liability is capped at 25% of the total amount paid by Customer and shall never exceed €50,000 or the insured amount.

8. Confidential Information

Except as provided herein, both Vivaltes and Customer shall maintain in confidence, and shall not disclose to any third party, any Confidential Information.

Confidential Information shall not include any information that is:

• Already known to the receiving party at the time of disclosure.
• Publicly known other than through acts or omissions of the receiving party.
• Disclosed by a third party under no obligation of confidentiality.
• Independently developed by the receiving party without reliance on the Confidential Information.

The obligations of confidentiality shall remain in force indefinitely, or until the information falls under one of the exceptions above.

9. Termination

9.1 Vivaltes may terminate the Agreement immediately in the following cases:

• If Customer fails to fulfill its obligations and does not remedy within 14 days after notification.
• If Customer files for bankruptcy or liquidation.
• If Vivaltes faces technical difficulties that significantly impact the budget/timelines.

9.2 In cases of termination due to the Customer's breach or bankruptcy, the full price becomes immediately payable. Otherwise, Customer shall pay a proportionate amount for work completed.

9.3 The following clauses survive termination: 4.3, 5, 6, 7, 8, and 10.

10. Miscellaneous

• Customer may not assign rights under the Agreement without Vivaltes’s prior consent.
• The Agreement is governed by the laws of The Netherlands.
• Disputes shall be submitted to the competent court.