I Scope of Application, Applicable Law

1. The following Terms and Conditions of Sale and Delivery shall apply to all legal relationships between the companies novineon Healthcare Technology Partners GmbH as well as novineon CRO GmbH (hereinafter both "novineon") and their business partners; in addition, German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
2. By accepting the offer, the Client declares its agreement with these Terms and Conditions of Sale and Delivery, both for the present and for all later business transactions with novineon.
3. Deviating agreements - including those contained in the Client's order or agreed upon verbally - shall only be deemed to be part of the contract if they have been expressly confirmed by novineon in writing.

II Offers and Offer Documentation

1. All orders not based on a written offer by novineon shall only become binding for novineon with the expressly issued written order confirmation.
2. Offer documentation may not be made available to competitors or their employees temporarily or permanently, neither in the original nor as copies, without novineon's consent.

III Prices

For deliveries and services which take place more than 12 months after conclusion of the Contract, the price valid on the date of delivery shall apply.

IV Delivery period, partial deliveries

1. The specification of a delivery period is in principle non-binding. If a delivery date agreed as binding is exceeded, the Client may only invoke the consequences of default regulated in §§ 281, 326 BGB (German Civil Code) if it has previously set a grace period of at least 4 weeks in writing for novineon.
2. novineon shall be entitled to make partial deliveries unless expressly agreed otherwise.

V Liability

Our appraisal within the scope of the project and the reporting in this analysis is based on our general terms and conditions of engagement and in particular on the following liability regulations:

Our appraisal and this analysis are intended only for the use by our Client, the protection of interests of third parties is not the purpose and object of our activities. Our liability towards our client and, if contrary to the above rule we should nevertheless have duties of protection towards third parties, towards these third parties, is limited as follows:

Our liability for a simple negligent breach of duties that are not part of our main duties within the scope of our activity is excluded. We shall also not be liable to entrepreneurs, legal entities under public law or special funds under public law for grossly negligent breaches of such obligations, which are not part of our main obligations within the scope of our activities, by our simple vicarious agents.

With respect to entrepreneurs, legal entities under public law or special funds under public law, our liability shall be limited to the directly incurred damage typical for the contract and foreseeable for us at the time of acceptance of the order, without any consequential damage and without liability for loss of profit. In any case, our liability is limited to a maximum amount of EURO 25,000 per damage claim. The same applies to our liability in tort. These limitations of liability do not apply to intentional or grossly negligent breaches of duty or to damage to life, limb or health.

VI Acceptance

If the Client declines acceptance, novineon may claim damages for loss of profit in lieu of performance of the Contract. The damage shall be assessed at 30% of the order amount, unless the Client proves that no damage or a significantly lower damage has occurred. We also reserve the right to prove higher damages.

VII Terms of Payment

1. Payments are to be made within 30 days net. If the aforementioned payment deadline is exceeded, interest shall be charged on the invoice amount at a rate of 8% above the respective prime rate of the Deutsche Bundesbank.
2. Offsetting with a disputed or not legally established counterclaim by the client is excluded.

VIII Retention of Ownership

1. novineon reserves the ownership of the delivery item until full payment of the purchase price and all ancillary claims including the costs of any accessories and spare parts as well as any repairs and replacement deliveries.
2. novineon shall be entitled to take back the Delivery Object in case of a breach of contract by the Customer, e.g., in case of default of payment, without this constituting a withdrawal from the Contract.

IX Location of Performance and Place of Jurisdiction

1. Location of performance for all obligations of both contractual parties shall be Tübingen.
2. Place of jurisdiction for all disputes arising from transactions to which these General Terms and Conditions of Sale and Delivery apply shall be the registered office of the Defendant. novineon shall, however, also be entitled to file suit against the Client at the court having general jurisdiction for novineon (Tübingen).

X Severability Clause

Should any provision of these General Terms and Conditions of Sale and Delivery be or become void, the validity of the remaining provisions shall not be affected thereby.

Version dated January 27th, 2020