Aseptic Technologies – General Terms & Conditions of Purchase

Version 21 May 2024

Scope and validity

Unless otherwise agreed in writing, the following General Terms and Conditions of Purchase (T&Cs) for ASEPTIC TECHNOLOGIES SA (the “Customer”) will apply exclusively to all orders, including future orders. In partcular, these T&Cs regulate the conclusion, content and performance of Customer purchase contracts for
goods, services and work. These T&Cs are considered as accepted when the Supplier submits a quote to the Customer or when an order from the Customer is confirmed in writing by the supplier (inc. by email). General Terms and Condi!ons from the Supplier or contractor (the “Supplier”) shall only apply where
expressly agreed to by the Customer in writing.

Entering into a contract

The Supplier’s quote shall be binding for the period stated in the request or quote. Unless otherwise stated, the quote shall be valid for 3 months. If the quote varies from the request, the Supplier shall specifically indicate this to the Customer. Orders are only binding if they have been submitted in writing (including by email). The order confirmation should be sent to the Customer within three working days of the order date. The contract is considered to be effective once the Customer receives written order confirmation from the Supplier or the Supplier receives written confirmation from the Customer that the Customer accepts the Supplier’s quote. Orders placed using automated technology will be accepted as being in writing. Any Supplier conditions which vary from the provisions in the contract only apply if they have been explicitly accepted by the Customer in writing. All agreements and legally relevant statements made by the parties to the contract must be in writtten form to be valid (inc. email).

Scope of supply and service

The deliveries and services to be provided by the Supplier are itemised in the Customer’s order, along with the applicable delivery terms under Incoterms 2020. Incoterms 2020 delivery terms Delivered Duty Paid (DDP) to the Customer’s loading dock apply unless otherwise agreed. The Supplier shall include a delivery note with each consignment quoting the relevant order number and will provide all necessary delivery documentation. Where the goods are not delivered to the Customer directly, a copy of the delivery note should be sent to the Customer separately.

Regulations in the country of destination and health and safety regulations

The Supplier must notify the Customer – either in the quote or in the order confirmation – of any regulations and legal framework conditions relevant to providing the goods and services. Furthermore, where work is performed by the Supplier’s employees, the applicable health and safety regulations must be specified. Where no regulations or legal framework conditions relevant to the goods and services are specified by the Supplier, the statutory regulations at the Customer’s principal place of business will apply.

Performance

The Supplier shall update the Customer regularly with how work is progressing, and in particular will observe all applicable regulations. The Supplier shall immediately advise the Customer of any circumstances which could jeopardise performance of the contract. If access to the Customer’s premises is required for performance, the Supplier is obliged to observe the Customer’s operating procedures, in particular health and safety requirements, which can be provided to the Supplier upon request.

Involvement of third parties

The Supplier may only engage subcontractors to provide services to the Customer in whole or in part, after providing prior written notice to the Customer. Responsibility for providing services to the Customer remains with the Supplier. The Customer may require the Supplier to appoint a specific subcontractor. The Supplier shall provide details of its subcontractors at the Customer’s request.

Pricing

The Supplier shall provide the services at a fixed price or on a time and materials basis, with an upper price limit (cost ceiling). The Supplier shall provide information on the types of costs, quantity structure and unit rates in the quote or in the written order confirmation to the Customer. Pricing covers all services necessary to perform the contract. Pricing includes in particular costs as per the agreed Incoterms, bank guarantee costs, installation, test and documentation costs, costs for initial training if applicable, expenses (in particular food, travel and accommodation), licence fees, costs for equipment, gauges and tools etc. which have to be manufactured specially, as well as statutory fees such as taxes and customs duties. Except where agreed otherwise, the cost for hire and use of transport equipment and parts installed temporarily, as well as for repairs, is included in the price.

Payment terms

 Providing the goods or services have been supplied on time, the Customer shall make all payments within 60 calendar days of the invoice date unless agreed otherwise in the order. The Customer reserves the right to return incorrect invoices or ones which cannot be checked, for correction. The credit period shall restart on the date the amended invoice is issued. In the event of defects, the Customer is entitled to withhold payment for the defective part of the delivery until the order has been delivered in full. Where part payment has been agreed (payment in advance followed by instalments), the Customer is entitled to demand security from the Supplier in the form of a bank guarantee, at the Supplier’s expense.

Changes to goods or services

The Supplier shall notify the Customer regarding any developments which make it necessary to amend the goods or services for technical or financial reasons. The Parties may request changes to the agreed services in writing (inc. by email) at any time. Where the Customer requests a change, the Supplier shall advise the Customer in writing within 5 working days whether the change is possible and what effect it will have on the services to be provided, as well as on the pricing and lead time. The Customer then has the same length of time to determine whether the change should go ahead. Where the Supplier requests a change, the Customer has the same length of time to approve or reject any reasonable request. The Supplier may not refuse a change requested by the Customer where the change is objectively possible and the overall character of the services to be provided is unchanged. Any change to the service or goods and any resulting variation in price, lead time and other conditions under the contract must be specified in a written amendment to the contract prior to proceeding with the change. The price adjustment is calculated based on the original cost basis. Unless agreed otherwise, the Supplier shall continue the work as originally planned whilst the requested changes are being reviewed.

Ownership of Customer - supplier materials

Materials, samples, drawings and equipment such as test instruments, gauges and tools supplied by the Customer remain the property of the Customer and are to be identified and segregated accordingly (until they are installed or used). Materials supplied are to be inspected thoroughly by the Supplier upon receipt. The material is considered to be in good order if no damage, defects or missing parts are reported to the Customer in writing within 5 calendar days. While the materials supplied are in the care of the Supplier, the Supplier is required to keep an inventory of the items, at no cost to the Customer, and to store, maintain and insure the items with due diligence at its own expense. Upon request by the Customer, the Supplier shall provide written proof of insurance and a current inventory which includes information on the condition of the materials supplied. The materials supplied may only be used as agreed. Unless agreed otherwise, materials are to be returned to the Customer once the contract is complete, automatically and at no cost to the Customer.

Lead time

Agreed delivery dates and lead times are binding. Meeting the delivery date or lead time means delivery on time to the delivery location in accordance with the agreed Incoterms. Where formal acceptance is an agreed condition or is required by law, then valid acceptance by someone acting on behalf of the Customer is essential.

Default

In the event of failure to meet the agreed delivery dates/lead times, the Supplier shall immediately be in default. In all other cases, this will be upon the Customer issuing a reminder. No partial or early deliveries are permitted without approval from the Customer. The Customer is to be advised immediately in writing of any delay foreseeable on the part of the Supplier, stating the reasons for the delay and how long it is expected to last. Where the Supplier is in default, they shall be liable to a fixed penalty of 2% of the total price for each full or part week after a grace period of 5 working days, up to a maximum of 6% of the total price. This will not affect any other legal or contractual rights. The Supplier is entitled to prove that the actual loss or damage is less than the fixed penalty amount. The Customer reserves the right to claim this fixed penalty up until final payment is received.

Right of withdrawal

In the case of a contract for work and services or an order for custom products or services, the Customer has the right to withdraw from the contract in whole or in part at any time. The Customer shall notify the Supplier regarding such withdrawal in writing (inc. by email). In such event, the Supplier is only entitled to payment for work which can be shown to have been performed, or for verifiable costs incurred, including a reasonable profit margin, provided withdrawal was not due to non-performance or poor performance on the part of the Supplier.

Transfer of risk

Risk shall pass to the Customer in accordance with DDP Place of Destination (Incoterms 2020®) unless agreed otherwise. Where formal acceptance is an agreed condition or is required by law, risk shall pass to the Customer upon valid acceptance. The place of performance for all other services will be the Customer’s place of business.

Inspection and acceptance

The Supplier is to inspect goods and services before despatching the goods. Within 10 working days of receiving the goods, the Customer shall inspect the goods on a random sampling basis for identity and quantity (by comparing packaging labels and delivery notes against the order) and for obvious defects and transport damage evident on the outside of the packaging. There are no additional inspection requirements. The Customer shall notify the Supplier of any defects identified during this inspection immediately upon discovery. In this respect, the Supplier agrees not to object on grounds that a defect was reported late. Submitting an inspection report listing defects is sufficient notice of defects. There is no obligation to inspect incoming goods for defects and report any found where formal acceptance is an agreed condition or is required by law. The delivery will not be accepted, or will only be accepted subject to corrective action, if defects are identified during the acceptance inspection. The Supplier shall rectify any defects found at its own expense and without delay and notify the Customer of a new acceptance date. A record of acceptance will be prepared and signed by someone acting for the Customer and Supplier or by their representatives. This report will state that the delivery has been approved, or has been approved conditionally, or that a new acceptance date has been scheduled.

Warranty/Liability for defects

The Supplier warrants that the goods delivered are free from defects, including defects in title and material defects, that they conform to the Customer’s specifications, that they were designed and manufactured in accordance with the generally accepted state of the art, and that they are suitable for use as set out in the contract without restriction. The Supplier further warrants that the goods delivered comply with applicable statutory and official regulations and directives, health and safety regulations, and the customary and technical quality assurance standards applicable in the country of origin and the destination country. Claims for damages for material defects are subject to a 3-year limitation period, except in cases of fraudulent intent and except where the item has been used for a building in accordance with its customary use and has caused a defect there. The limitation period shall commence upon delivery or formal acceptance (transfer of risk) where this has been agreed or is required by law. For Supplier installations, this period will commence once installation has been signed off. Any longer statutory limitation periods shall override this. In the event of defects, the Customer may also demand replacement of the defective goods instead of repair. Moreover, following a reasonable period of notice or where it is not possible to allow a period of notice due to exceptional urgency, and after notifying the Supplier, the Customer shall be entitled to rectify the defect itself, have it rectified by a third party, or obtain a replacement elsewhere. The Supplier shall be responsible for the costs incurred in this respect except where it is not to blame for the defect. This will not affect any other legal or contractual rights. Where the goods delivered are repaired or replaced with goods of acceptable quality after the defect is reported, the above period of limitation will start over for that defect in those goods, except where the corrective action was only minor or was a specific act of goodwill on the part of the Supplier. Provision of spare parts, maintenance and service by the Supplier during the warranty period is considered to be corrective action, unless the Supplier can demonstrate otherwise.

Supplier liability

Where a customer or other third party makes a claim against the Customer under product liability, the Supplier shall, on demand in writing, indemnify the Customer against such claims if and to the extent that any damage was caused or contributed to by a defect in the goods delivered by the Supplier. This shall not apply however in cases of liability based on fault where the Supplier is not at fault. Where the Supplier can be held responsible for the cause of the damage, it is sufficient to establish that the damage was a result of the defect. The burden of proof lies with the Supplier. In all cases, the Supplier is responsible for the cost of any legal proceedings or recall action. The same applies in the case of actual or potential manufacturing faults. The Supplier is liable to the Customer for any direct and indirect damage resulting from the Supplier failing to perform or not performing properly. The Supplier is required to insure any liability risk with a suitable commercial liability policy and provide the Customer with proof of such cover on request. The Supplier is responsible for any loss or damage resulting from failure to comply with these terms. It is also liable for the actions of its employees or agents. The Supplier shall be liable for any third parties it engages, in particular its agents, second-tier suppliers and subcontractors, to the same extent as for its own liability.

Safeguarding investment

The Supplier shall, within the realms of what is technically and commercially feasible, • ensure that goods supplied under the contract remain compatible with new versions of the Supplier’s products for at least 8 years after the limitation period for claims based on defects expires, and • ensure the supply of replacement and upgrade parts for at least 10 years following delivery or inspection/acceptance of the goods. The Supplier shall notify the Customer in writing without delay where products supplied under the contract are to be discontinued, so that the Customer may place orders for these products. Furthermore, the Supplier shall provide the Customer sufficient opportunity to cover indefinite demand prior to discontinuing delivery. Different deadlines are to be specified in the contract paperwork. Where, due to seizure, impending bankruptcy, debt restructuring or other reasons, the Supplier can no longer provide its services or arrange for third parties to provide them under the same terms or offer a financially equivalent alternative, the Customer can provide the services itself arrange to have them provided by third parties. In such event, the Customer is entitled, with no need for formal notice, to access and use the source code or other documentation belonging to the Supplier where this is required for maintenance and support of any software and hardware. To ensure that any software warranty or maintenance obligations are met, the Customer may at any time request that any Supplier documents required for operation are stored by a reliable business or third party at the Supplier’s expense, or on a system stipulated by the Customer and protected by technical measures, and that these documents are kept up to date. This provision does not release the Supplier from its duty to perform. The same applies similarly for hardware. Once the warranty period expires, the Supplier will charge for spare parts, the price being calculated using the original cost basis, or, if no such basis exists, at competitive rates.

Export controls, customs and foreign trade data

The Supplier shall comply with all applicable national and international export control, customs and foreign trade regulations (“Foreign Trade Law”). The Supplier is obliged to provide the Customer together with the order confirmation, no later than at the time of delivery, and in the case of later changes without undue delay, with any information and data in writing the Customer needs to comply with Foreign Trade Law with regards to exports, imports, re-exports and transfers, including, but not limited to: (i) if applicable, valid items on export control lists, meaning controlled items listed in: for military items (items specially designed, adapted or modified for military applications): - Annex 3 to the Swiss Goods Control Ordinance (GKV), U.S. Munitions List (USML) – International Traffic in Arms Regulation (ITAR) for dual-use items: - Annex 1 and 2 to the GKV - Annex I of EC Regulation No. 428/2009 - the U.S. Commerce Control List (so-called Export Control Classification Number – ECCN); (ii) the statistics (or customs) commodity code goods number as per the current goods directory for foreign trade statistics and the HS (Harmonized System) code with at least 6 digits for suppliers located in the EU and 8 digits for suppliers in Switzerland; (iii) the country of origin (non-preferential origin) and, upon request from the Customer, the Supplier’s declarations for preferential origin (for suppliers within the EU) or preferential certificates (in the case of non-EU suppliers); (iv) if applicable, classification, identification parameters and legal basis (regulation, act, etc.) for items specified in lists identifying restricted items, such as chemical substances, precursors, drugs, pharmaceuticals, etc. The Supplier shall be liable for any costs and/or damages incurred by the Customer due to any failure by the Supplier to comply with any obligations defined in this clause, unless the Supplier is not responsible for such failure.

Permits

Except where expressly agreed otherwise in writing, the Supplier shall do everything necessary to obtain additional official permits or licences needed to perform the obligations under the contract and to use the products delivered to the Customer in accordance with the intended use defined in the contract. If the Customer has to apply for such permits or licences, the Supplier shall support the Customer accordingly, particularly as regards obtaining the information and data required.

Intellectual property rights

Existing intellectual property rights (copyrights, patent rights, etc.) will remain with the Supplier or third parties. Where the rights belong to third parties, the Supplier warrants that it has the appropriate rights to use, disposal and distribution. Where a third party brings a claim against the Customer for failing to observe these intellectual property rights, the Supplier shall indemnify the Customer on demand. The Supplier’s duty of indemnity extends to any costs the Customer may incur in connection with the third-party claim. The Customer will be granted free of charge a non-exclusive and transferable right of use over the existing intellectual property rights, unrestricted in terms of time, location and scope. The Supplier agrees not to establish any rights to these existing intellectual property rights which might be counter to the possible intended use and management of the goods and services supplied under the contract. Both parties shall retain the right to use and manage ideas, processes and methods which are not protected by law without any obligation to disclose these. Intellectual property rights arising from performing the contract, in particular over the work, designs, hardware and individual software, including the source code, programme description and documentation in written or machine-readable form, developed specifically for the Customer by the Supplier, will belong to (be assigned - without further consideration than the price referred to under Clause 7 - to) the Customer unless stipulated otherwise in the contract.

Confidentiality

The Parties shall treat any information which is not in the public domain as confidential and use this information only for the purpose of performing the contract as agreed. The parties shall furthermore ensure that their employees and contracted specialists also treat the information as confidential. The duty of confidentiality shall not apply where it can be demonstrated that the relevant party already knew the information before the contract began, or it was in the public domain before the contract began, or it enters the public domain through no fault of the relevant party. The burden of proof will lie with the relevant party. This duty of confidentiality actually exists before the contract is agreed and shall remain in effect for 10 years after the contract ends. Information may not be disclosed to third parties without the approval of the other party. SKAN Group companies are not classed as third parties for the purposes of this agreement.

Compliance

The Supplier agrees to ensure its employees, subcontractors and second-tier suppliers abide by and implement the Skan - Aseptic Technologies Supplier Code.

Assignment and security

The contract or any rights and duties arising from it may only be assigned or offered as security with prior written approval from the other party. However, the Customer is entitled to assign rights and duties under the contract to another company in the SKAN Group.

Severability clause

If any provisions in these T&Cs are wholly or partly ineffective, unenforceable or incomplete, they will be replaced, or any inconsistency in the provisions will be addressed, by ones which, from a reasonable, objective point of view, produce a suitable balance of interests for both parties to the contract. Should individual provisions prove ineffective, the validity of the other provisions shall remain unaffected.

Legal validity

These T&Cs replace any earlier Customer T&Cs. The Supplier acknowledges all clauses in these T&Cs when confirming an order.

Applicable law

These T&Cs and the transactions agreed based on these T&Cs will be governed by substantive Belgian law. The provisions in the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention) do not apply.

Miscellaneous

In the event of discrepancies between versions of these T&Cs in different languages, the English version shall prevail.

Court of jurisdiction

The place of jurisdiction for any disputes arising under the contract shall be Liège (Belgium).

Version 21 May 2024