Common use of Liability for defects Clause in Contracts

Liability for defects. The seller shall be entitled but not obligated to participate in the hand-over inspection for defects and in the 1-year and 5-year inspections for defects. If the seller does not participate, the seller does not waive any right to raise objections at a later date. A product is not defective and the buyer may consequently not claim remedies for breach if the product has been produced in accordance with the buyer’s instructions or the buyer has demanded the use of a specific material, and the seller has used the material demanded. If a product proves defective and the buyer gives timely notice of defects, the buyer may only claim the following remedies for breach in the order stipulated: • The seller repairs the defects. • If repair is not possible or not possible within reasonable time, the buyer may claim replacement. • If the seller does not repair or replace within reasonable time, the buyer shall be entitled to cancel the contract for the part of the order which is defective by giving notice to the seller in writing. The buyer is not entitled to cancel the contract for any previous or future orders to be delivered. In addition to the above-mentioned remedies the buyer shall be entitled to claim damages, however only to the effect that in all circumstances the seller’s liability is limited in regard to amount to the effect that damages can never exceed the price according to invoice for the part of the order which is defective. No other remedies for breach are available to the buyer. The seller assumes no liability for consequential damage or loss, including but not limited to costs pertaining to scaffolding, disassembly, installment and waiting time. The seller assumes no liability for business interruption, loss of profits, loss of time, loss of goodwill or any other indirect and/or non-financial losses. The buyer cannot rely on the remedies if after delivery the products have not been stored or used correctly and in a customary manner and in accordance with user manuals, catalogues and brochures supplied in connection with the order. The seller assumes no liability for damage to the products caused by the buyer’s faulty and inappropriate storage, use or maintenance of the products. Any liability for defects expires 5 years after hand- over of the building project in which the products form part of. When the products have been delivered to stock or for resale, liability, however, expires no later than 6 years after delivery. If it is established that a claim against the original buyer concerning defects cannot be satisfied or can only be satisfied with great difficulty, subsequent buyers of the products, including contractors and building owners, shall be entitled to make a direct claim against the seller if and to the same extent as the original buyer had a claim against the seller. Disputes concerning such claims shall be heard in accordance with clause 13 of these Terms & Conditions.

Liability for defects. The seller shall We must be entitled but not obligated to participate notified in writing within an exclusion period of 14 (fourteen) days after receipt of the hand-over inspection goods or when storing the goods for the customer of any defects and in after the 1-year and 5-year inspections for defects. If the seller does not participate, the seller does not waive any right to raise objections at a later invoice date. A product is We must be notified immediately in writing of any detected defects that cannot defective and be detected within this period even after careful inspection. To the buyer may consequently not claim remedies for breach if the product has been produced in accordance with the buyer’s instructions extent that there are physical or the buyer has demanded the use of a specific material, and the seller has used the material demanded. If a product proves defective and the buyer gives timely notice of legal defects, the buyer may only claim the following remedies for breach in the order stipulated: • The seller repairs the defects. • If repair is not possible or not possible within reasonable time, the buyer may claim replacement. • If the seller does not repair or replace within reasonable time, the buyer we shall be entitled to cancel eliminate the contract for defect or deliver defect-free goods (subsequent performance); the part choice of the order which is defective by giving notice to the seller in writingsubsequent performance shall be at our discretion. The buyer prerequisite for our liability is that it is not entitled to cancel the contract for any previous or future orders to be deliveredan insignificant defect. In addition to the above-mentioned remedies the buyer We shall be entitled to claim damages, however only refuse them should one of the two or both types of subsequent performance be impossible or unreasonable. We may refuse the subsequent fulfilment if customer does not fulfil its payment obligations to the effect extent that in all circumstances the seller’s liability is limited in regard to amount corresponds to the effect that damages can never exceed the price according to invoice for the part defect-free portion of the order which is defectiveperformance. No other remedies In the event of subsequent performance, we must bear all expenditures necessary to remove the defect, in particular costs for breach transportation, travel, labour and materials, provided these are available to the buyer. The seller assumes no liability for consequential damage or loss, including but not limited to costs pertaining to scaffolding, disassembly, installment and waiting time. The seller assumes no liability for business interruption, loss of profits, loss of time, loss of goodwill or any other indirect and/or non-financial losses. The buyer cannot rely on the remedies if after delivery the products have not been stored or used correctly and in a customary manner and in accordance with user manuals, catalogues and brochures supplied in connection with the order. The seller assumes no liability for damage to the products caused increased by the buyer’s faulty and inappropriate storagefact that the purchased item was taken to another site than the place of performance. In the event that the subsequent performance fails, use or maintenance of the products. Any liability for defects expires 5 years after hand- over of the building project in which the products form part of. When the products have been delivered to stock or for resalecustomer, liability, however, expires no later than 6 years after delivery. If it is established that a claim against the original buyer concerning defects cannot be satisfied or can only be satisfied with great difficulty, subsequent buyers of the products, including contractors and building ownersat its discretion, shall be entitled to make a direct claim against lower the seller if and purchase price correspondingly (reduction) or to cancel the same extent as contract (cancellation), within the original buyer had a claim against scope of the sellerprovisions of law. Disputes concerning such claims We shall be heard liable in accordance with clause 13 the statutory provisions insofar as customer makes claims for damages that are a result of these Terms & Conditionsintent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. Unless we are claimed to be in deliberate breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damages. Liability for culpable injury to life, limb or health shall remain unaffected; this shall also apply to mandatory liability in accordance with the German product liability law. To the extent not otherwise specified above, any liability shall be excluded. The period of limitation for claims for defects shall be 12 months, as from the transfer of risk. Representations and warranties shall not be deemed to have been validly given unless we have given them expressly and in writing.

Liability for defects. The seller CELLINK shall be entitled but not obligated remedy any defect in Products delivered, resulting from faulty design, specification, materials or workmanship attributable to participate in the hand-over inspection for defects and in the 1-year and 5-year inspections for defects. If the seller does not participate, the seller does not waive any right to raise objections at a later date. A product is not defective and the buyer may consequently not claim remedies for breach if the product has been produced CELLINK in accordance with the buyer’s instructions or provisions of this section 5. CELLINK is only liable for defects that appear under the buyer has demanded the intended and proper use of the Products, included printing using CELLINK’s bioink only and non-reused CELLINK consumables. Thus, the liability does not cover defects caused by faulty maintenance, handling or incorrect storage by the Buyer, alterations of the Products carried out without CELLINK’s prior written consent, or normal wear and tear and deterioration. In order to enable the Buyer to bioprint or dispense, the Buyer may insert a specific materialUSB to upload a .STL-file or other file for dispensing or cell monitoring to the Products. CELLINK shall not be liable for any damage or loss caused by the Products on any other software contained on the USB. CELLINK shall neither be liable to remedy any defects to the Products caused by faulty or corrupt software provided by the Buyer. CELLINK’s liability is limited to defects which appear within 12 months from the date when the Products were delivered. The Buyer shall notify CELLINK in writing of a defect without undue delay after the defect has appeared, and in no case later than two (2) weeks after the seller has used expiry of the material demandedliability periods as set out above. The notice shall contain a description of how the defect manifests itself. If a product proves defective and the buyer gives timely notice of defectsBuyer fails to notify CELLINK in writing within the above time limits, the buyer Buyer forfeits its right to make any claim in respect of the defect. If there is reason to believe that the defect may only claim the following remedies for breach in the order stipulated: • The seller repairs the defectscause damage, notice shall be given forthwith. • If repair notice is not possible given forthwith, the Buyer forfeits the right to make any claim based on damage which occurs, and which could have been avoided, if such notice had been given. After receipt of a written notice, CELLINK shall, at CELLINK’s option, repair or not possible replace the Product or make a reasonable reduction of the purchase price for the Products without undue delay. If CELLINK fails to fulfil its obligations under this section within a reasonable time, the buyer Buyer may claim replacementby written notice require CELLINK to do so within a final time. • If CELLINK fails to fulfill its obligations within that time limit, the Buyer may terminate the purchase of the defective Products in question by written notice. If the seller does not repair or replace within reasonable timeBuyer gives such notice as referred to above, the buyer and no defect is found for which CELLINK is liable, CELLINK shall be entitled to cancel the contract compensation for the part work and costs which it has incurred as a result of the order which is defective by giving notice to notice. All transports in connection with replacement shall be at the seller in writingBuyer’s risk and at CELLINK’s expense. The buyer is not entitled to cancel the contract for any previous or future orders to be delivered. In addition to the above-mentioned remedies the buyer Buyer shall follow CELLINK’s instructions regarding how such transport shall be entitled to claim damages, however only to the effect that in all circumstances the seller’s liability is limited in regard to amount to the effect that damages can never exceed the price according to invoice for the part of the order which is defectivecarried out. No other remedies for breach are available to the buyer. The seller assumes CELLINK shall have no liability for consequential damage or lossdefects save as stipulated above. This applies to any loss the defect may cause, including but not limited to costs pertaining to scaffolding, disassembly, installment and waiting time. The seller assumes no liability for business interruptionsuch as loss of production, loss of profits, loss of time, loss of goodwill or any profit and other indirect and/or non-financial lossesconsequential economic loss. The buyer cannot rely on the remedies if after delivery the products have not been stored or used correctly and in a customary manner and in accordance with user manuals, catalogues and brochures supplied in connection with the order. The seller assumes no limitation of CELLINK’s liability for damage to the products caused by the buyer’s faulty and inappropriate storage, use or maintenance of the products. Any liability for defects expires 5 years after hand- over of the building project in which the products form part of. When the products have been delivered to stock or for resale, liabilityunder this section shall, however, expires no later than 6 years after delivery. If it is established that a claim against the original buyer concerning defects cannot be satisfied or can only be satisfied with great difficulty, subsequent buyers apply where CELLINK has been guilty of the products, including contractors and building owners, shall be entitled to make a direct claim against the seller if and to the same extent as the original buyer had a claim against the seller. Disputes concerning such claims shall be heard in accordance with clause 13 of these Terms & Conditionsnegligence.

Liability for defects. The seller Claims by the customer for defects in the purchased goods and other compensatory damages claims shall be entitled but not obligated based on the relevant statutory provisions unless provided otherwise below. The special statutory provisions for final delivery of goods to participate a consumer (recourse to the supplier (Lieferantenregress) §§ 478, 479 of the German Civil Code (BGB)) shall apply in all cases. Defect- related claims by the hand-over inspection for defects customer shall require that it has duly met its responsibilities under § 377 of the German Commercial Code (HGB) to inspect the goods and lodge complaints. Notice shall be deemed filed without undue delay within the meaning of § 377 HGB if filed within one week. Any notice under § 377 HGB must be in writing. Should the 1-year and 5-year inspections for defects. If the seller does not participate, the seller does not waive any right to raise objections at a later date. A product is not defective and the buyer may consequently not claim remedies for breach if the product has been produced in accordance with the buyer’s instructions or the buyer has demanded the use of a specific material, and the seller has used the material demanded. If a product proves defective and the buyer gives timely notice of purchased goods have defects, the buyer may only claim the following remedies for breach customer shall be entitled, at its choice, to subsequent performance in the order stipulated: • The seller repairs form of rectification of the defectsdefects or to delivery of a new, defect-free item. • If repair is In the event of defect rectification or substitute delivery, Industrio shall bear any and all expenses necessary for purposes of such performance, in particular, transport costs, labor costs and materials costs, provided that these are not possible or not possible within reasonable timeincreased due to the fact that the purchased goods were transported to a location other than the place of performance. Should the subsequent performance fail, the buyer may claim replacement. • If the seller does not repair customer may, at its choice, demand rescission or replace within reasonable time, the buyer shall be entitled to cancel the contract for the part reduction of the order which is defective purchase price. Any claims by giving notice to the seller customer based on a defect in writingthe purchased goods shall become time-barred after one year following transfer of possession or delivery of the purchased goods. The buyer is foregoing warranty limitations shall not entitled apply to cancel the contract for any previous damage resulting from injury to life, limb or future orders health due to be delivered. In addition to the above-mentioned remedies the buyer shall be entitled to claim damages, however only to the effect that in all circumstances the seller’s liability is limited in regard to amount to the effect that damages can never exceed the price according to invoice for the part willful or grossly negligent breach of the order which is defective. No other remedies for breach are available to the buyerduty by Industrio or its statutory representatives or vicarious agents. The seller assumes no liability for consequential foregoing warranty limitations shall also apply to other damage attributable to a willful or lossgrossly negligent breach of duty by Industrio, including but not limited to costs pertaining to scaffolding, disassembly, installment and waiting time. The seller assumes no liability for business interruption, loss one of profits, loss of time, loss of goodwill its statutory representatives or any vicarious agents or if the other indirect and/or non-financial losses. The buyer cannot rely on the remedies if after delivery the products have not been stored or used correctly and in a customary manner and in accordance with user manuals, catalogues and brochures supplied in connection with the order. The seller assumes no liability for damage to the products was caused by the buyer’s faulty and inappropriate storage, use absence of an assured quality or maintenance due to malicious concealment of the products. Any liability for defects expires 5 years after hand- over of the building project in which the products form part of. When the products have been delivered to stock or for resale, liability, however, expires no later than 6 years after delivery. If it is established that a claim against the original buyer concerning defects cannot be satisfied or can only be satisfied with great difficulty, subsequent buyers of the products, including contractors and building owners, shall be entitled to make a direct claim against the seller if and to the same extent as the original buyer had a claim against the seller. Disputes concerning such claims shall be heard in accordance with clause 13 of these Terms & Conditionsdefect.