Common use of GENERAL TERMS AND CONDITIONS Clause in Contracts

GENERAL TERMS AND CONDITIONS. 1) ACCEPTANCE, SCOPE AND STRUCTURE OF THESE TERMS a) These general terms and conditions of sale (“GTC”) apply to the sale of the Goods (as hereinafter defined) and Services (as hereinafter defined) as set out in the Quotation provided by the Sartorius entity (“Sartorius”), to which these terms are appended (the "Quotation"). The Quotation defines the Price, Delivery and any other special conditions which will apply. Sartorius shall supply and the Customer (as hereinafter defined) agrees to purchase the Goods and (if applicable) the Services in accordance with and on the basis of these GTC which together with the Specifications (as hereinafter defined) and the Quotation constitutes the “Agreement”. b) The Agreement comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement prevails over any of Customer's general terms and conditions of purchase regardless of whether or when Customer has submitted such other terms. Fulfilment of Customer's order does not constitute acceptance of Customer's terms and conditions and does not serve to modify or amend this Agreement. c) These GTC contain three (3) parts (each, a “Part” and collectively the “Parts”). Part I contains “General Terms and Conditions,” which shall be applicable to all sales of Goods and Services. Part II of this Agreement contains “Terms and Conditions for Sale of Goods,” which shall be applicable to the sales of Goods, as the case may be, in addition to the provisions of Section I. Part III of this Agreement contains “Terms and Conditions Sale of Services” which shall be applicable to sales of Services, as the case may be, in addition to the provisions of Section I. d) Any of the following shall constitute Customer's unqualified acceptance of these GTC: (i) written acknowledgement of these GTC; (ii) issuance or assignment of a purchase order for the Good(s) or Services thereunder; (iii) acceptance of any shipment or delivery of Good(s) or provision of Services thereunder; (iv) payment for any of the Good(s) or Service(s); (v) the date when Customer has downloaded or installed a Software or (vi) any other act or expression of acceptance by Customer. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods or Services covered by the Quotation, the terms and conditions in such contract shall prevail to the extent they are inconsistent with these GTC. e) These GTC shall only apply vis-à-vis commercial customers and with respect to commercial transactions. f) No variation to these GTC shall be binding unless agreed in Writing between the authorized Representatives of the Customer and Xxxxxxxxx. 2) DEFINITIONS Inthese GTC:

GENERAL TERMS AND CONDITIONS. 1) ACCEPTANCE, SCOPE AND STRUCTURE OF THESE TERMS a) These general terms and conditions of sale (“GTC”) apply to the sale of the Goods (as hereinafter defined) and Services (as hereinafter defined) as set out in the Quotation provided by the Sartorius entity (“Sartorius”), to which these terms are appended (the "Quotation"). The Quotation defines the Price, Delivery and any other special conditions which will apply. Sartorius shall supply and the Customer (as hereinafter defined) agrees to purchase the Goods and (if applicable) the Services in accordance with and on the basis of these GTC which together with the Specifications (as hereinafter defined) and the Quotation constitutes the “Agreement”. b) The Agreement comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement prevails over any of Customer's general terms and conditions of purchase regardless of whether or when Customer has submitted such other terms. Fulfilment of Customer's order does not constitute acceptance of Customer's terms and conditions and does not serve to modify or amend this Agreement. c) These GTC contain three (3) parts (each, a “Part” and collectively the “Parts”). Part I contains “General Terms and Conditions,” which shall be applicable to all sales of Goods and Services. Part II of this Agreement contains “Terms and Conditions for Sale of Goods,” which shall be applicable to the sales of Goods, as the case may be, in addition to the provisions of Section I. Part III of this Agreement contains “Terms and Conditions Sale of Services,” which shall be applicable to sales of Services, as the case may be, in addition to the provisions of Section I. d) Any of the following shall constitute Customer's unqualified acceptance of these GTC: (i) written acknowledgement of these GTC; (ii) issuance or assignment of a purchase order for the Good(s) or Services thereunder; (iii) acceptance of any shipment or delivery of Good(s) or provision of Services thereunder; (iv) payment for any of the Good(s) or Service(s); (v) the date when Customer has downloaded or installed a Software or (vi) any other act or expression of acceptance by Customer. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods or Services covered by the QuotationQuote, the terms and conditions in such contract shall prevail to the extent they are inconsistent with these GTC. e) These GTC shall only apply vis-à-vis commercial customers and with respect to commercial transactions. f) No variation to these GTC shall be binding unless agreed in Writing between the authorized Representatives of the Customer and XxxxxxxxxSartorius. 2) DEFINITIONS Inthese GTC:: “Affiliate” means any individual or entity directly or indirectly (i) controlling, (ii) controlled by, or (iii) under common control with the ultimate parent company of such Party. For purposes of this definition, “control” means the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting rights, or the right to control the policy decisions of the respective entity. “Business Day” means any day other than a Saturday, Sunday or any day which is a public holiday or any day on which banking institutions are authorized or required by law or other governmental action to close. “Confidential Information” means any information disclosed in writing, orally, electronically or in any other form (tangible or intangible) that is confidential or proprietary in nature concerning the other Party and/or its Affiliates, including, without limitation, any details of its business, affairs, customers, clients, suppliers, plans, strategy or products (either existing or under development).

GENERAL TERMS AND CONDITIONS. 1) ACCEPTANCE, SCOPE AND STRUCTURE OF THESE TERMS a) These general terms and conditions of sale (“GTC”) apply to the sale of the Goods (as hereinafter defined) and Services (as hereinafter defined) as set out in the Quotation provided by the Sartorius entity (“Sartorius”), to which these terms are appended (the "Quotation"). The Quotation defines the Price, Delivery and any other special conditions which will apply. Sartorius shall supply and the Customer (as hereinafter defined) agrees to purchase the Goods and (if applicable) the Services in accordance with and on the basis of these GTC which together with the Specifications (as hereinafter defined) and the Quotation constitutes the “Agreement”. b) The Agreement comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement prevails over any of Customer's general terms and conditions of purchase regardless of whether or when Customer has submitted such other terms. Fulfilment of Customer's order does not constitute acceptance of Customer's terms and conditions and does not serve to modify or amend this Agreement. c) These GTC contain three (3) parts (each, a “Part” and collectively the “Parts”). Part I contains “General Terms and Conditions,” which shall be applicable to all sales of Goods and Services. Part II of this Agreement contains “Terms and Conditions for Sale of Goods,” which shall be applicable to the sales of Goods, as the case may be, in addition to the provisions of Section I. Part III of this Agreement contains “Terms and Conditions Sale of Services”” which shall be applicable to sales of Services, as the case may be, in addition to the provisions of Section I. d) Any of the following shall constitute Customer's unqualified acceptance of these GTC: (i) written acknowledgement of these GTC; (ii) issuance or assignment of a purchase order for the Good(s) or Services thereunder; (iii) acceptance of any shipment or delivery of Good(s) or provision of Services thereunder; (iv) payment for any of the Good(s) or Service(s); (v) the date when Customer has downloaded or installed a Software or (vi) any other act or expression of acceptance by Customer. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods or Services covered by the Quotation, the terms and conditions in such contract shall prevail to the extent they are inconsistent with these GTC. e) These GTC shall only apply vis-à-vis commercial customers and with respect to commercial transactions. f) No variation to these GTC shall be binding unless agreed in Writing between the authorized Representatives of the Customer and Xxxxxxxxx. 2) DEFINITIONS Inthese GTC: