General Terms and Conditions of Normec Valitech GmbH & Co. KG

(1) General – Scope These General Terms and Conditions (GTC) apply exclusively to all contracts and agreements between Valitech GmbH & Co. KG (hereinafter referred to as "Valitech") and its respective client. Deviating or additional conditions shall only become part of the contract if Valitech has expressly agreed to them in writing or if required by law.

(2) Conclusion of Contract The contract is concluded either upon confirmation of the order (order confirmation) by Valitech or upon the first act of performance, and is binding for both parties. Valitech reserves the right to reject unconfirmed orders without stating reasons. Verbal orders or modifications must be confirmed in writing by Valitech. Questionnaires, checklists, and other documents that must be completed accurately and submitted in advance by the client are integral parts of the contract. Orders that violate German law will not be processed.

(3) Offers The scope of services to be provided by Valitech is based solely on the written agreement. Offers are valid for 30 days unless otherwise agreed.

(4) Client Obligations The client must ensure all necessary conditions for the execution of the testing/validation are met, such as ensuring minimum staffing and technical accessibility of systems. All required documents and information (e.g., checklists and details about the device to be tested) must be submitted completely and accurately. Incorrect or incomplete information may lead to additional charges. The client is obliged to accept the final report as per § 640 of the German Civil Code (BGB).

(5) Prices The prices stated in the contract apply. If incomplete or incorrect information provided by the client leads to delays or additional effort, Valitech reserves the right to invoice these additional costs. For multi-year contracts, the prices agreed in the contract remain binding for the entire duration.

(6) Cancellations Cancellations are only possible with written consent from Valitech and are subject to charges. Postponements of on-site appointments are also chargeable due to preparatory work already carried out. Lab services or testing kits sent by parcel service after order confirmation will be invoiced even in case of cancellation after dispatch. Loaned materials must be returned at the client's expense. Cancellations or changes to custom-made items are not possible.

(7) Delivery and Performance Unless a specific deadline is defined in the offer, there is no obligation for Valitech to adhere to delivery or performance deadlines. Force majeure, regulatory requirements, or circumstances beyond Valitech's control (e.g., traffic disruptions, labor disputes, fires) release Valitech from its obligation for the duration of the disruption. Deliveries are made according to INCOTERMS 2010, by default ex works (EXW), unless otherwise agreed.

(8) Subcontracting Valitech is authorized to engage third parties for partial services or to support fulfillment.

(9) Payments Valitech may issue interim invoices for partial services. The final invoice is issued after project completion and acceptance. Payments are due within 7 days of the invoice date, unless otherwise agreed, and must be made without deductions. Prepayment arrangements may be agreed upon. If the client’s financial situation jeopardizes payment, Valitech may withhold reports until payment is received.

(10) Right of Retention Valitech may withhold results and documents if the client has not fulfilled their contractual obligations.

(11) Reminder Fees Valitech is entitled to charge an additional fee for each reminder notice due to incurred expenses.

(12) Defects & Poor Performance The client must inspect goods and reports upon receipt and report any defects within 10 days. Valitech is obliged to perform the agreed service properly. In case of justified complaints and proven fault, Valitech may either re-perform the service or provide a remedy. No liability applies for misuse contrary to the manufacturer's instructions.

(13) Retention of Title Delivered goods and reports remain the property of Valitech until full payment is made. Until then, the client may not dispose of or share them with third parties.

(14) Place of Jurisdiction The place of jurisdiction, where legally permissible, is Valitech’s registered office.

(15) Data Usage Valitech and authorized subcontractors may use, store, and retain data related to the contract in accordance with legal provisions.

(16) Severability Clause If any provision of this agreement is or becomes invalid, the remainder of the agreement remains unaffected. The parties shall replace invalid provisions with valid ones that come closest to the intended economic purpose. In case of contractual gaps, the parties shall agree on what they would have agreed upon had they considered the gap.

[Status: 05.03.2021]