General Company Terms & Conditions

1 Scope 1.1 These General Terms and Conditions apply to all offers and/or contracts under which Normec Valitech GmbH & Co. KG—hereinafter referred to as “Normec Valitech”—provides services, as well as to all orders accepted by Normec Valitech, including orders placed via a web portal, by email, or by telephone. 1.2 Deviations from these General Terms and Conditions are only valid if they have been expressly agreed upon in writing or via email. 1.3 Normec Valitech expressly rejects the applicability of any general (purchasing) terms and conditions used by the Client, unless such terms and conditions have been agreed upon in writing or via email with Normec Valitech. 1.4 If one or more provisions of these General Terms and Conditions are invalid or can be declared void, the remaining provisions of these General Terms and Conditions shall remain fully applicable.

2 Quotations 2.1 Quotations provided by Normec Valitech are non-binding. Normec Valitech reserves the right to decline (parts of) orders. 2.2 Quotations are valid for 30 days, unless otherwise agreed. 2.3 If an acceptance or the order (in material respects) deviates from the offer, Normec Valitech is not bound by it. In such a case, Normec Valitech reserves the right to suspend the formation of the contract. 2.4 Obvious errors or mistakes in offers, contracts, or email messages from Normec Valitech are not binding on Normec Valitech as the contractor. 2.5 Quotations, prices, and rates do not automatically apply to future orders. 2.6 The prices stated in a quotation are based on contract execution in Germany during regular working hours which are Monday to Friday 6:00 a.m. to 10:00 p.m., unless otherwise specified. For any surcharges, see Article Fehler! Verweisquelle konnte nicht gefunden werden..

3 Conclusion of the Contract 3.1 The contract is concluded upon confirmation of the order (in the form of an order confirmation, date confirmation, or agreement confirmation) by Normec Valitech or upon the first act of performance, and is binding on the contracting parties. 3.2 Valitech has the right to reject orders that have not yet been confirmed, even without stating reasons. 3.3 Verbal agreements are only binding on Normec Valitech if and to the extent that they have been confirmed in writing by Normec Valitech. 3.4 Questionnaires, checklists, and documents that are correctly and completely filled out and submitted in advance by the client are an integral part of the contract. 3.5 Illegal orders will not be processed. 4 Performance of the Contract 4.1 Normec Valitech’s obligation is to perform to the best of its knowledge and belief and does not constitute an obligation to achieve a specific result. 4.2 Normec Valitech shall, at its sole discretion, determine the method, procedure, and equipment to be used in performing the agreed-upon work. Procedures falling within the scope of accreditation shall always take precedence. 4.3 If Normec Valitech follows the Client’s express wishes or instructions, the Client shall bear responsibility for this. 4.4 The Client shall indemnify Normec Valitech for all consequences arising therefrom. 4.5 Normec Valitech is free to assign an employee of its choice to perform the contract and to change employees. 4.6 Normec Valitech is also entitled to engage third parties to perform the contract. 4.7 If Normec Valitech collaborates with a third party designated by the Client in the performance of the contract, Normec Valitech shall under no circumstances be held liable for the acts and/or omissions of such third party.

5 Obligations of the Client 5.1 The Client shall, at its own expense and risk, provide a workspace where Normec Valitech can perform the contract and which complies with legal requirements. This workspace must be equipped with facilities customary in Germany, such as electricity, heating, restroom facilities, lighting, and water. 5.2 The Client shall ensure that the land and/or buildings necessary for the performance of the work are made accessible to Normec Valitech in a timely manner. 5.3 If Normec Valitech performs work on the Client’s premises, the Client must allow Normec Valitech to perform the work under conditions that comply with statutory (safety) requirements, and the Client is obligated to provide Normec Valitech with personal protective equipment to the extent necessary for the safe performance of the agreed-upon work. 5.4 The Client is obligated to inform Normec Valitech of all hazards that may arise during the performance of the contract. 5.5 The Client shall provide Normec Valitech with all information necessary for the performance of the Contract and shall provide all necessary assistance. The Client shall also ensure that all information that Normec Valitech specifies as necessary, or that the Client, in its reasonable judgment, must consider necessary for the performance of the Contract, is made available to Normec Valitech in a timely manner. 5.6 If the information necessary for the performance of the contract is not provided to Normec Valitech in a timely manner, Normec Valitech shall have the right to suspend performance of the contract and/or to charge the client for the additional costs incurred as a result of the delay at the usual rates. This shall apply equally in the event of technical limitations or defects. 5.7 The Client guarantees the accuracy, completeness, currency, and reliability of the data provided to Normec Valitech, even if such data originates from third parties. Should the data at any time not be, or no longer be, accurate, complete, current, and/or reliable, the Client shall immediately take all necessary measures to rectify the situation and inform Normec Valitech as soon as possible. 5.8 The Client is obligated to immediately inform Normec Valitech of all facts and circumstances that may be relevant to the performance of the contract. 5.9 The Client is obligated to verify that the services provided by Normec Valitech are accurate and complete. Any defects or discrepancies must be reported to Normec Valitech in writing without delay. 5.10 The Client shall indemnify Normec Valitech against all claims by third parties, such as third parties engaged by Normec Valitech, who suffer damage in connection with the performance of the contract that is attributable to the Client. 5.11 If the Client fails to fulfill its obligations to Normec Valitech, fails to do so in a timely manner, or fails to fulfill them in full, or acts unlawfully toward Normec Valitech, Normec Valitech shall have the right to invoice the Client for the resulting costs and/or damages, and Normec Valitech shall have the right to suspend its work.

6 Prices and Costs 6.1 The rates to be paid by the customer are determined upon conclusion of the contract; this may be based on a price set in advance or on a subsequent calculation. 6.2 Normec Valitech is entitled to adjust prices annually. 6.3 Normec Valitech is also entitled to make interim price adjustments if the order valuation, costs, and/or prices underlying the prices so require. 6.4 Third-party costs incurred by Normec Valitech in connection with the contract will be invoiced separately. 6.5 In addition to the prices specified in Article 6.1, the Client shall be liable for further costs. These include, among other things, postage and copying costs, costs for third parties reasonably involved in the performance of the contract, as well as travel expenses incurred by Normec Valitech in the performance of the contract. 6.6 Waiting times and delays caused by unforeseen circumstances or by the Client’s failure to fulfill its obligations will be charged to the Client if they result in additional costs. 6.7 If the Client cancels less than 14 days before the agreed date, Normec Valitech is entitled to charge a cancellation fee.

7 Surcharges 7.1 If the work performed by the seconded personnel takes place outside the working hours specified in Article 2.6, the following surcharges shall apply: a) Monday through Friday, outside the working hours specified in Article 2.6: 35%. b) Saturday: 50%. c) Sunday and public holidays: 100%.

8 Completion Date 8.1 If Normec Valitech and the Client have agreed on a completion date, Normec Valitech shall endeavor to meet it. However, completion dates are not binding and are never final. Under no circumstances shall the failure to meet a completion date result in liability on the part of Normec Valitech, give rise to claims for damages by the Client, or lead to the suspension of any obligation of the Client toward Normec Valitech.

9 Invoicing and Payment 9.1 The Client shall pay invoices received from Normec Valitech within 14 days of the invoice date. The Client shall be in default at the latest if payment is not made within 30 days of the due date and receipt of the invoice (see Section 286(3) of the German Civil Code (BGB)). Normec Valitech may refuse to release the documents received from the Client for the purpose of performing the services, as well as the results of its work, until Normec Valitech has been satisfied with regard to the fees and expenses charged. 9.2 Objections to the amount of the invoices do not suspend the obligation to pay. 9.3 Payment must be made without discount or set-off. 9.4 Normec Valitech may invoice for partial services rendered within the scope of an order (interim invoice). Upon fulfillment of the order or acceptance, Normec Valitech shall issue the final invoice. Normec Valitech is entitled at any time to demand an advance payment or other security from the Client. 9.5 If the Client defaults on payment, the first reminder will be sent free of charge. A processing fee will be charged for each subsequent reminder, which shall not exceed the actual administrative costs. Starting with the second reminder, Normec Valitech also reserves the right to claim statutory default interest and reimbursement of necessary collection costs. 9.6 Any payment made by the Client shall first be applied to settle the costs and interest due and then to settle the longest-outstanding invoices. 9.7 Normec Valitech is entitled to suspend the delivery of goods until all outstanding invoices have been paid by the Client.

10 Termination and Cancellation 10.1 A fixed-term agreement may not be terminated early. However, if the Client terminates the contract prematurely, the Client is obligated to pay the fee based on the entire contract term, as well as any costs already incurred in connection therewith. 10.2 A contract for an indefinite term may be terminated in writing or by email with at least three months’ notice 10.3 Normec Valitech has the right, without notice of default, judicial intervention, or liability for damages, either to suspend performance of the contract until further notice or to terminate the contract in whole or in part if a) the Client fails to fulfill an obligation under the contract properly or in a timely manner; b) there are reasonable grounds to doubt that the Client is able to fulfill its obligations under the contract; c) bankruptcy, suspension of payments, debt restructuring, closure, liquidation, or full or partial transfer (of the business) of the Client. 10.4 Normec Valitech is also entitled to terminate the contract if circumstances arise that render performance of the contract impossible or can no longer be reasonably expected under standards of reasonableness and fairness, or if other circumstances arise that make continued performance of the contract as originally agreed no longer reasonable. 10.5 The following applies in particular to events/courses: a) If a participant is unable to attend, they may be replaced by another person. b) Withdrawal from the course is possible in writing (e.g., via email) no later than two weeks before the course begins. In this case, a processing fee of €100 net will be charged. If a binding rebooking to a later date is made at the same time, this fee is reduced to €50 net. In the event of a cancellation or rescheduling less than two weeks before the course begins, the full course fee remains due. c) Normec Valitech reserves the right to postpone the event/course if the number of participants is too low.

10.6 If the contract is terminated, Normec Valitech’s claims against the client become due immediately. If Normec Valitech suspends the fulfillment of its obligations, it retains its statutory and contractual claims. 10.7 Normec Valitech always reserves the right to claim damages. 11 Additional Work 11.1 If additional requests from the Client, whether verbal or written, complicate or expand Normec Valitech’s activities, this shall be deemed additional work. The Client shall be liable to Normec Valitech for the costs of such additional work. Normec Valitech shall invoice the Client for these costs in accordance with the applicable rates. 11.2 If the documentation is incomplete or incorrect, or if the technical equipment is inaccessible, inoperable, or defective, Normec Valitech is entitled to charge the Client for any resulting additional expenses—in particular those arising from delays not caused by Normec Valitech—in addition to the agreed-upon fee. 11.3 If Normec Valitech assists in troubleshooting and/or rectifying defects, these additional costs shall also be borne by the Client. Unless otherwise agreed, Normec Valitech’s hourly rates listed below shall apply. 11.4 Normec Valitech is not obligated to comply with a request from the Client to perform additional work. 11.5 The Client acknowledges that an extension or amendment to the contract may result in an extension of the performance period. 11.6 If Normec Valitech provides advice, the Client is obligated to verify the content of such advice.

12 Complaints 12.1 Complaints regarding the services provided by Normec Valitech must be submitted in writing (e.g., via email) within 14 business days of the completion of the respective work. Upon expiration of this period, the services shall be deemed accepted and approved in accordance with the contract, unless they involve latent defects. 12.2 In the event of justified complaints, Normec Valitech shall remedy the defects, provided this is possible with reasonable effort. The manner of remedying the defects shall be determined at Normec Valitech’s discretion, taking into account the interests of the client. 12.3 A complaint does not suspend the client’s obligation to pay.

13 Liability and Statute of Limitations 13.1 Normec Valitech shall be liable for attributable defects in the performance of the contract only if, despite a written notice of default (including a reasonable deadline for performance), Normec Valitech fails to act or does not act in a timely manner as would be expected of a reasonably prudent contractor. 13.2 If third parties are engaged to perform the contract, Normec Valitech shall be liable for their fault only to the extent that Normec Valitech is also liable for its own fault in accordance with these General Terms and Conditions. Any further liability for the conduct of third parties is excluded to the extent permitted by law. 13.3 If Normec Valitech is liable, such liability is limited to the amount paid by Normec Valitech’s insurer. If the insurer does not pay in any case, Normec Valitech’s liability is limited to the amount that Normec Valitech has invoiced the client in the last three months for the work to which the liability relates, up to a maximum of €10,000. 13.4 Normec Valitech’s liability for indirect and consequential damages is excluded. This includes, in particular but not exclusively: lost profits, lost revenue, lost savings, loss of reputation, damages resulting from delay, fines, and damages resulting from business interruption. 13.5 The limitation of liability contained in these General Terms and Conditions does not apply to damages resulting from an intentional or grossly negligent breach of duty by Normec Valitech or its vicarious agents, or in cases of injury to life, limb, or health. In the event of a breach of material contractual obligations (cardinal obligations), liability is limited to the damage typical for the contract and foreseeable at the time of conclusion of the contract.

13.6 Claims and other rights of the Client against Normec Valitech, for whatever reason, shall in any case become time-barred one year after the date on which the Client became aware of their existence or could reasonably have become aware of them.

14 Force Majeure 14.1 Events of force majeure that significantly impede or render impossible the performance of services by Normec Valitech entitle us to postpone the fulfillment of our obligations for the duration of the hindrance plus a reasonable restart period. Strikes, lockouts, and unforeseeable governmental interventions or changes in the law following the conclusion of the contract shall be deemed equivalent to force majeure. The same applies to the delayed or incorrect transmission of data, information, or documents by the client or its vicarious agents, provided that these are absolutely necessary for the contractual performance. 14.2 If Normec Valitech is prevented from fulfilling its obligations under normal circumstances due to force majeure, Normec Valitech has the right, without judicial intervention, either to suspend performance of the contract for three months or to terminate the contract in whole or in part, without being liable for any damages. During the suspension, Normec Valitech is entitled, and after the expiration of the three months is obligated, to decide either to proceed with performance or to terminate the contract in whole or in part. 14.3 All work performed by Normec Valitech up to the occurrence of the force majeure event (in accordance with the applicable prices and costs) will be invoiced to the Client. 14.4 Normec Valitech also has the right to invoke force majeure if the circumstance preventing (further) performance occurs after Normec Valitech should have fulfilled its obligation.

15 Intellectual Property Rights 15.1 The intellectual and industrial property rights to reports, certificates, advice, training materials, and other documents provided to the Client (including reports provided via computer connections, online telecommunications, or other digital means) are exclusively owned by Normec Valitech. The Client may not disclose these materials to third parties or make them available for use until it has fulfilled all its obligations to Normec Valitech and has obtained Normec Valitech’s prior written consent. 15.2 Normec Valitech shall inform the Client in advance if it intends to make certain information or work results publicly available (e.g., for reference lists, marketing purposes, statistical analyses, or interlaboratory tests) and shall only publish such information if the Client has expressly consented to this in advance.

16 Confidentiality 16.1 Both parties are obligated to treat all confidential information of the other party as confidential. Confidential information includes, in particular, information, data, and documents obtained or created in the course of laboratory activities and the performance of the contract (e.g., measurement data, raw data, test reports, internal evaluations, work methods, and Normec Valitech equipment). The Client further undertakes not to disclose any analyses, advice, and/or other confidential information (e.g., regarding Normec Valitech’s working methods or equipment) to third parties.

16.2 If a party is required to disclose confidential information to third parties designated by law or a court and cannot invoke a right to refuse to testify recognized or permitted by law or by the competent court, it shall be under no obligation to maintain confidentiality or to pay compensation. In such cases, the affected party shall, to the extent permitted by law, inform the other party in advance and immediately thereafter of the disclosure. 16.3 The results of the work, in particular reports and certificates prepared by Normec Valitech for the Client, are intended exclusively for the Client’s internal use and may only be disclosed to third parties if this has been expressly agreed upon or is required by the nature of the assignment (e.g., submission of reports/certificates to regulatory authorities). 16.4 All information obtained or created in the course of laboratory activities that has not been expressly released for publication or made public by the Client itself shall be deemed protected and shall be treated as confidential by Normec Valitech.

17 Personal Data 17.1 Normec Valitech is entitled to store and process the Client’s personal or business data, regardless of whether such data originates directly from the Client or from a third party. 17.2 Normec Valitech will make reasonable efforts to treat this data confidentially and to use it only for the purposes for which the Client has provided it. 17.3 To the extent that the Client can be designated as the controller within the meaning of the General Data Protection Regulation, Normec Valitech will process this personal data only to the extent necessary for the performance of the contract or to comply with a legal obligation. 17.4 Normec Valitech will implement appropriate security measures to protect personal data from unauthorized access.

18 Cooperation Based on Trust and Hiring of Personnel 18.1 Normec Valitech and the Client value the qualifications of the employees assigned to the projects. In the spirit of cooperation based on trust, both parties agree to refrain from actively poaching employees from the other party during the project term and for 12 months thereafter. 18.2 Should the Client nevertheless seek to establish a direct employment relationship with an employee of Normec Valitech, this must be coordinated in advance with the management of Normec Valitech.

19 Assignment 19.1 The Client may not assign any rights under this Agreement to third parties without the prior written consent of Normec Valitech.

20 Governing Law and Jurisdiction 20.1 All agreements between Normec Valitech and the Client shall be governed by German law. 20.2 Any disputes between the Client and Normec Valitech arising out of or in connection with the contract shall be settled exclusively by the competent court in the district where Normec Valitech has its registered office, to the exclusion of any other court.

January 2026