GENERAL TERMS & CONDITIONS OF SALE

Basic conditions of application.

A. These General Terms & Conditions of Sale (“TCS”) are the general standard conditions of sale of goods and services to the buyers by Yanimed LLC, a company, registered in the State of Delaware under the Company File number 6200465, at the address as indicated in the relevant Yanimed’s invoice or contact address provided in the State register (“Yanimed”).

B. TCS are applicable and form a binding contract (“Contract”) between Yanimed and the buyer from the moment of provision of acceptance by one party to the other’s party’s offer (or counter-offer), based on agreed particular conditions, unless the parties concluded a definitive written agreement.

C. For greater certainty, TCS will also be applicable when Yanimed issued an invoice and the buyer made a payment, which confirms the acceptance of the offer. TCS will also be applicable if the Parties agreed upon to apply the TCS in writing and/or in any other transaction between the Parties, where the definitive agreement with particular conditions is absent.

D. TCS are applicable in the part(s) which do(es)n’t contradict to the particular conditions expressly agreed upon by the Parties, unless otherwise expressly agreed by the Parties in writing. The particular conditions may be set out in the Parties’ written communication, interaction and purchase orders provided through Yanimed’s online platform and/or CRM software, which can be proved at any time.

E. The actual version of TCS is being published on the official website of Yanimed: https://yanimed.com/ or is attached to the corresponding Yanimed’s invoices.

F. Yanimed may change TCS unilaterally from time to time, provided that any essential changes shall be previously discussed with the actual buyers, which still have their contracts with Yanimed in the course of performance.

Therefore, unless otherwise agreed by the Parties:

1. Subject of the Contract. Price

1.1 Subject to the terms agreed in the particular conditions (offer and acceptance), Yanimed agrees to sell and the Buyer agrees to buy the product and/or the service in the quantity, price and specification, which are indicated in the relevant particular conditions of the Contract, in the invoices (hereinafter the “Product”).

2. Delivery terms.

2.1 Unless otherwise agreed by the Parties in the Contract, the supply of the


Product shall be performed according to the Incoterms 2020, EXW (place of delivery to be communicated by Yanimed).

2.2 Costs. Buyer will arrange and pay for shipping the Product to the Buyer.

2.3 Acceptance. The Buyer undertakes to accept the Product by quantity at the Place of Delivery by signing of relevant documentation and/or automatically upon receipt of the Product. All risks related to the Product (included, but not limited to the risks of loss and/or damage) shall pass to the Buyer upon receipt of the Product by the Buyer (its representative or carrier).

2.4 Transfer of the ownership. The ownership of the Product shall pass from Yanimed to the Buyer upon acceptance of the Product and receipt of payment of the Total Price for the Product by Yanimed, whichever shall occur later.

2.5 Non-Performance. The Buyer and/or Buyer's customers/end buyers shall at all times perform as per the Package Insert provided by Yanimed (or by manufacturer of the Product) or Protocol for Testing, or other instruction for use of the Product as will be provided by Yanimed for the Product. In the event that the Buyer and/or Buyer's customers/end buyers do not comply with the Package Insert and/or Protocol for Testing, and/or Instruction for Use, and Product´s non-performance occurs, no claims can be raised against Yanimed.

3. Term of the Contract

3.1. This Contract shall come into force upon acceptance of the offer by a Party and shall expire at the moment of full execution of each Party’s obligations under this Contract.

3.2. This Contract may be terminated only upon mutual agreement of the Parties, or in the manner expressly provided for in this Contract.

3.3. The Contract can’t be terminated once the Product has been ordered, manufactured or delivered, to the extent provided by the applicable law.

4. Payment Conditions

4.1 Unless otherwise agreed by the Parties in the Contract, payment of 50% of the Price, shall be immediately paid upon entering into this Contract by both Parties


and prior to execution of the delivery formalities and shipment of the Product.

4.2 Payment of the rest 50% of the Price, shall be immediately made upon the preparation of the Product for delivery, before its shipment, receipt of Bill of Lading or other relevant document (email receipt is valid and legally binding).

4.3 The payments shall be made to Yanimed’s bank account, as mentioned on the invoice shared by Yanimed.

4.4 In case the Buyer fails to fulfil his obligation as per sub-clause 4.1. of the Contract, Yanimed shall be entitled: A) to refrain from performing of all his obligations under the Contract until receipt of the payment; or B) to terminate the Contract immediately.



5. Liability

5.1 Unless otherwise expressly stated in the Contract for particular events, in a case of a breach of the Contract, the aggrieved Party shall, by notice to the other Party, fix an additional period of 14 days for performance. During the additional period of time the aggrieved Party may withhold performance of its own reciprocal obligations and may claim damages, but may not declare this Contract as voided. If the other Party fails to perform its obligation within the additional period of time, the aggrieved Party shall have a right to declare this Contract as voided.



6. Limitation of Liability

6.1 Yanimed's total liability to the Buyer and/or to any third party shall not exceed the total Price of the Contract. Yanimed's total liability includes liability under this Contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

6.2 The Buyer´s total liability shall be limited to the losses and/or damages arising out of the breach of this Contract and in conformity with the sub-clause 2.3, 2.4. and 2.5 of the Contract.

6.3 This clause shall not exclude or limit any liability for fraudulent misrepresentation.



6.4 A Party who relies on a breach of this Contract must take such measures as are reasonable in the circumstances to mitigate the loss, including loss of profit, resulting from the breach. If it fails to take such measures, the Party in breach may claim a reduction in the damages in the amount by which the loss should have been mitigated.

7. Force Majeure

7.1 “Force majeure” means war, emergency, accident, fire, earthquake, flood, storm, industrial strike, pandemic or other impediment which the affected Party proves was beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of this Contract or to have avoided or overcome it or its consequences.

7.2 If any force majeure occurs in relation to either Party which affects or is likely to affect the performance of any of its obligations under this Contract, it shall notify the other Party within a reasonable time as to the nature and extent of the circumstances in question and their effect on its ability to perform.

8. Entire Contract

8.1 The particular conditions of the Offer – Acceptance, the relevant conditions agreed by the Parties during their communication, these TCS, including any changes, which can be confirmed, sets out the entire agreement between the Parties.

8.2 This Contract may not be varied except by an agreement of the Parties in writing or if varied in the manner expressly provided for in this Contract.

9. Governing Law and Jurisdiction

9.1 This Contract and the rights and obligations of the parties hereunder shall be governed by, construed and interpreted according to the laws of the State of Delaware (without regard to principles of conflicts of laws) to the extent not preempted by applicable federal law.

9.2 Any and all disputes arising under or relating to this Contract shall be brought and resolved solely and exclusively in the State Court located in Delaware. Should any legal action be commenced in connection with this Contract, the prevailing party in such action shall be entitled to recover, in addition to court costs, such amount as the court may adjudge as reasonable attorneys’ fees.

10. Confidentiality

10.1 Each Party shall not disclose to any third party any details regarding the other Party’s business, including, without limitation any information regarding any of the other Party’s clients information, business plans, or price points, commercial, technical, scientific, operational, administrative, financial, marketing, business, or intellectual property nature or otherwise, whether oral or written, relating to either Party and any other information that is reasonably determined to be confidential or proprietary (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested or approved to do so by the disclosing Party, or (iii) use Confidential Information other than solely for the benefit of the disclosing Party and for the purpose of this Contract.

10.2 Each Party undertakes to maintain the other Party´s Confidential Information in strict confidence.

10.3 Immediately upon termination of the relationship between the Parties, the Buyer shall return to Yanimed any documents pertaining to the Company’s business, products or any of its trade secrets which are in the Buyer’s possession. The Buyer shall delete the information stored on electronic or other similar media in a sufficiently secure manner once the corresponding information has been delivered to and received by Yanimed. The Buyer shall certify that it has complied with this clause.

10.4 Any separate non-disclosure and confidentiality agreement (the “NDA”), which may be concluded by the Parties, shall be added by the conditions of this Clause 11 of the Contract in the part expressly not covered by the NDA, and such an NDA shall prevail over the conditions of this Clause 10 in the part which specifies or contradicts to corresponding conditions of the NDA.


11. Miscellaneous

11.1 Notices. Any notice under this Contract shall be in writing (which may include e-mail) and may be served by leaving it or sending it to the address, fax or email of the other Party.


11.2 Waiver. Failure to enforce any of these terms is not a waiver of a Party’s rights and shall not prejudice its rights to take action in respect of the same or any later breach.

11.3 The Parties agree, that this Contract, as well as other documents related to this Contract, may be expressed in an electronic way, through the emails, messengers, other platforms, using the technical means of confirmation of signatures of the Parties’ relevant authorized representatives through their emails, marking facsimile images of their signatures, or using the platforms or tools of the trust service providers, which is equally and legally valid for the Parties.

11.4 Assignment. Neither Party may assign its rights and obligations under this Contract to any other third party without prior written consent of the other Party.