Quotation Thermo Electron LED GmbH

Quotation Number Date Page Robert-Bosch-Straße 1

D-63505 Langenselbold
30194634 23.06.2021 1 / 10 www.thermofisher.com
PO No./Date
Your Inquiry to David Mosnier/21.06.2021 Banking details:
Payment Terms Insurance by Thermo Electron LED GmbH
Deutsche Bank AG Frankfurt
within 30 days net yourselves Kontonummer: 096342100
Bankleitzahl: 500 700 10
Incoterm 1 Incoterm 2 Shipping IBAN: DE61 50070010 0096342100
DAP Epalinges Truck SWIFT-BIC: DEUTDEFFXXX

Thermo Electron LED GmbH - Postfach 1360 - D-63503 Langenselbold

Customer no.: 571374
Université de Lausanne
Département de Biochimie
Service technique et achats
Faculty of Biology and Medicine
Ms. Yazmin Hauyon La Torre
Ch. des Boveresses 155
CH-1066 EPALINGES

For inquiries you may apply to

Contact: Ginger Turner
Phone: +49 6184 90 8911
Fax +49 6184 90 6787
Email: [email protected]
Additional instructions, terms and conditions on last page

Dear Mrs. Hauyon La Torre,

we thank you for your inquiry and would like to submit the following offer:

Item Material Quantity Unit Price Total Price

Description CHF
10 TSX40086V 2,000 EA
ULT FZ TSX40086V 230V/50Hz 20.836,30 41.672,60
Country of origin: USA

20 1950520 32,000 EA
SIDE RACK,25-2 Zoll BX 4 DOOR 267,50 8.560,00
Country of origin: USA

30 NICHT_DE_LIEF2 2,000 EA
Delivery sited Freezer 650,00 1.300,00
If you choose the optional service
"white gloves delivery", your order
won#t be scheduled forproduction
until we receive from you a written
confirmation about the date you will
be ready to receive the goods and
the completed Checklist. When
goods are rea

If you choose the optional service

Chief Operating Officer: Dr. Martin Rotzoll, Dr. Ralf Oliver Schlegel, Andreas Schöchtel, Piet van der Zande
Chairman of the supervisory board: Dr. Peter Schüßler, Registergericht Hanau HRB 6147
This order is exclusively subject of our currently in force Terms and Conditions of Sale and Services.
 Quotation Thermo Electron LED GmbH
Quotation Number Date Page Robert-Bosch-Straße 1
D-63505 Langenselbold
30194634 23.06.2021 2 / 10 www.thermofisher.com

Item Material Quantity Unit Price Total Price

Description CHF
"white gloves delivery", your order
won#t be scheduled forproduction
until we receive from you a written
confirmation about the date you will
be ready to receive the goods and
the completed Checklist.
When goods are ready to be
delivered, if you are not ready to
receive them, we reserve the right to
charge you for any extra costs as a
result of this delay (e.g. storage
costs, transportation costs).
White gloves delivery includes the
following services: delivery of the
equipment by two trained
employees of an authorized
forwarding agent, equipped with a
lift truck to the installation site
specified in the checklist, free
access provided.
The staff is available for a maximum
of one hour. If additional time or
equipment is required, these
additional services will be invoiced
separately. The packaging
materials will be disposed of
professionally.

Country of origin: Germany

40 ULS_INSTAL_1 1,000 EA
Install Labor and travel for Lab equip 1 622,00 622,00
Installation Labor and travel for General
Lab equip 1
* Includes labor and Travel
* Connection to prepared service
* Testing of equipment functionality &
safety checks to manufacturers specification
* Setup of user operating profiles on equipment
* End user training and general equipment
maintenance
* Single-point parameter verification (as
appropriate for equipment)
Country of origin: Germany

50 ULS_INSTAL_1_ADD 1,000 EA
Additional install Labor for Lab equip 1 434,00 434,00
Additional install Labor for Lab equip 1
Labor for installation of additional equipment

Chief Operating Officer: Dr. Martin Rotzoll, Dr. Ralf Oliver Schlegel, Andreas Schöchtel, Piet van der Zande
Chairman of the supervisory board: Dr. Peter Schüßler, Registergericht Hanau HRB 6147
This order is exclusively subject of our currently in force Terms and Conditions of Sale and Services.
 Quotation Thermo Electron LED GmbH
Quotation Number Date Page Robert-Bosch-Straße 1
D-63505 Langenselbold
30194634 23.06.2021 3 / 10 www.thermofisher.com

at same time as initial installation.

Country of origin: Germany

_________________________________________________________________________________________________________
net value 52.588,60
total value 52.588,60
Preise enthalten keine Umsatzsteuer

Delivery-Time: approx, 1 - 2 weeks after receipt of order, goods available on stock are subject to prior sale, an
exact availability date can first be given, after order entry.

Warranty: 24 months, excluding consumables

Validity: Prices are firm until 21.09.2021.

Please note that the above payment term depends on your credit limit recommendation on order entry and we reserve the right to
change the payment term or request guarantees or financial statements. This may also include the request for full or partial advance
payments prior to your order being fulfilled. You will be informed of this separately if the case occurs.

If you require any further information, please do not hesitate to contact the Territory Manager Mr. David Mosnier either
by phone +41(0)79 523 99 02 or by email [email protected], for further assistance.

We hope that our offer will meet your approval and look forward to receiving your order.

Please send your order directly to [email protected] and make sure, to mention our Quotation No on the PO.

Many thanks

With kind regards.

THERMO ELECTRON LED GMBH

i.V. Nina Roode i.A. Ginger Turner

Teamleader LPD Customer Care

Chief Operating Officer: Dr. Martin Rotzoll, Dr. Ralf Oliver Schlegel, Andreas Schöchtel, Piet van der Zande
Chairman of the supervisory board: Dr. Peter Schüßler, Registergericht Hanau HRB 6147
This order is exclusively subject of our currently in force Terms and Conditions of Sale and Services.
 GENERAL TERMS AND CONDITIONS OF THERMO ELECTRON LED GMBH

1. INTERPRETATION
Definitions: In these terms and conditions, the following definitions shall apply:
terms and conditions: the terms and conditions set out in this document as amended from time to time (cf. also clause 12. 13) listed terms and
conditions.
Consumables: all consumables and ancillary services listed in the order.
Contract: the contract between Thermo Electron LED GmbH and the customer for the purchase and sale of the products in accordance with these
conditions.
Customer: the company or other legal entity that purchases the products from Thermo Electron LED GmbH.
Force Majeure Event: shall have the meaning assigned to it in Clause 11.
Device: any device provided by Thermo Electron LED GmbH, whether by sale, lease or rental.
Order: the Customer's order for the Products as set out in the Customer's Order Form and/or the written acceptance of the price offer of Thermo
Electron LED GmbH by the customer.
Product: Equipment and consumables.
Shelf life of consumables: the period of shelf life of consumables as specified on the consumable label, or product documentation or package insert.
Specification: all specifications of the products agreed in writing between the customer and Thermo Electron LED GmbH which go beyond the
catalogue of THERMO ELECTRON LED GMBH.

2. BASIS OF CONTRACT
2.1 These Terms and Conditions shall apply to any contract between THERMO ELECTRON LED GMBH and its customers for the sale/purchase
of products, the provision of equipment and the provision of ancillary services. These Terms and Conditions shall apply to the exclusion of other
terms and conditions which the Customer seeks to enforce or introduce, or which are implicitly incorporated by commercial usage, custom or
practice, unless expressly agreed to in writing by THERMO ELECTRON LED GMBH.

2.2 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. It is the customer's
responsibility to ensure that the terms of the order and all applicable specifications are complete and accurate.

2.3 THERMO ELECTRON LED GMBH is not obliged to accept an order. The order shall not be deemed accepted until THERMO ELECTRON
LED GMBH confirms acceptance of the order in writing or THERMO ELECTRON LED GMBH executes the order by THERMO ELECTRON LED
GMBH makes a partial or total delivery of the products to the carrier, at which time the contract is concluded. An order accepted by THERMO
ELECTRON LED GMBH may not be modified or cancelled by the customer, except with the written consent of THERMO ELECTRON LED GMBH.
The customer indemnifies THERMO ELECTRON LED GMBH fully and without damages and claims from all THERMO ELECTRON LED GMBH
damages (including lost profits), costs (including all personnel and material costs), compensation amounts, charges and expenses incurred as a
result of such modification or cancellation.

2.4 THERMO ELECTRON LED GMBH shall be given a lead time as specified in the applicable written order confirmation or price quotation for
the products to be delivered to the customer. If the price quotation prepared by THERMO ELECTRON LED GMBH contains a minimum purchase,
this minimum purchase must be included in the customer's order.

2.5 The Contract constitutes the sole and entire agreement between the parties. The customer acknowledges that he is not entitled to rely on any
information not specified in this contract, made or provided by or on behalf of THERMO ELECTRON LED GMBH. statements, promises,
representations, undertakings or warranties given.

3. PRODUCTS
3.1 The products are described in the respective currently valid catalogues of THERMO ELECTRON LED GMBH and, if applicable, are described
in the respective valid catalogues. further specified by an applicable specification (which may be listed in the price offer of THERMO ELECTRON
LED GMBH or an order acceptance).

3.2 THERMO ELECTRON LED GMBH reserves the right, even if the contract has already been concluded, to modify the specification without
prior notice to the Customer, if this is required by applicable legal or other legal requirements, or to make changes to the specification that are
necessary to comply with applicable safety or other legal requirements, or to make changes to the specification that are necessary to comply with
applicable safety or other legal requirements, or to make changes to the specification If the products are supplied in accordance with a specification
supplied by THERMO ELECTRON LED GMBH.

3.3 Some consumables are packaged in multiple packs; in such cases, the Customer must order the consumables as a multiple of a pack size as
regulated by THERMO ELECTRON LED GMBH.

3.4 The customer shall obtain at its own expense all licences, approvals, consents or other permits from state authorities or other bodies which
are required for the acquisition, transport, storage, use or sale of the products by the customer and, if necessary, shall provide THERMO ELECTRON
LED GMBH with evidence thereof upon request.

3.5 The Customer acknowledges that some Products may be hazardous if not stored or used appropriately and appropriate safety measures are
not taken. In this respect, the customer agrees to make all reasonable efforts to eliminate or reduce any health and/or safety risk that the products
may pose and to follow and comply with any information provided by THERMO ELECTRON LED GMBH in this respect, including the information in
the product safety data sheet.

3.6 If the Customer discontinue the use of a purchased Device, the Customer shall (a) ensure proper storage, recycling or disposal of the Device
in accordance with (i) written guidelines provided by THERMO ELECTRON LED GMBH and (ii) all applicable laws and regulations, in particular
those relating to the disposal of medical waste (b) indemnify, defend and hold harmless THERMO ELECTRON LED GMBH and its managers,
officers, agents and employees from any direct or indirect damages, losses, claims, costs, proceedings or proceedings in connection with the failure
to comply with the obligations under (a) by the customer and to defend them against it.

4. PROVISIONING OF DEVICES
The terms and conditions set out in this clause 4 apply to any provision of devices, whether by lease or rental.

February 18, 2021

4.1 The leasing/rental fee for the devices and the costs for delivery and making it available are determined in the order accepted in writing by
THERMO ELECTRON LED GMBH or in the leasing/rental agreement, if such an agreement exists.

4.2 Subject to any other agreement between the Customer and THERMO ELECTRON LED GMBH, the lease/rental period shall be one year
from the date of delivery of the device and shall be automatically extended every year unless cancelled by one of the parties with a notice period of at
least 3 months by registered letter with receipt.

4.3 Unless otherwise agreed between the Customer and THERMO ELECTRON LED GMBH, the device shall be delivered in accordance with the
order and as set out in clause 4. 2 of these General Terms and Conditions. THERMO ELECTRON LED GMBH delivers the device to the location
specified in the order (or to any other location agreed by the parties). The device will be delivered in accordance with the Incoterms to the place
agreed between the parties.
4.4 If the device is not delivered on the delivery date which was agreed between the parties, the customer's sole and exclusive remedy (and
THERMO ELECTRON LED GMBH's sole obligation) shall be that THERMO ELECTRON LED GMBH must repay the leasing/rental fees, if any, paid
in advance by the customer for the device for the leasing/rental period. As a precaution, it is hereby clarified that THERMO ELECTRON LED GMBH
shall not be liable for the payment of damages to the greatest extent possible under applicable law with respect to such delay and revocation.

4.5 The customer shall store the device properly and in accordance with THERMO ELECTRON LED GMBH's applicable instructions. The
customer undertakes to insure the device against loss, damage and theft at the customer's expense. If necessary, the customer shall inform
THERMO ELECTRON LED GMBH immediately of any loss of or damage to the device. The customer assigns all claims against the insurance
company arising from the insurance contract to THERMO ELECTRON LED GMBH in advance. THERMO ELECTRON LED GMBH accepts the
aforementioned assignment.

4.6 For the rental period specified in the contract, the customer is granted a personal, limited right to use the device. The device may only be
used by the Customer and its employees, and the Customer may not assign, sublease, sublet or otherwise transfer the right to use the device.

4.7 The Customer agrees that (i) the right of ownership and ownership of the devices shall remain with THERMO ELECTRON LED GMBH, (ii) the
device may not be removed from the location specified in the order.

4.8 The Customer shall mark the device in this way and shall keep this mark at all times so that it is clearly visible to a third party that the device
is the property of THERMO ELECTRON LED GMBH. The customer#s inventory list shows the ownership of the device by THERMO ELECTRON
LED GMBH. The customer may not remove or change any of THERMO ELECTRON LED GMBH#s marksand/or labels affixed to the device.

4.9 Unless otherwise agreed between the customer and THERMO ELECTRON LED GMBH, THERMO ELECTRON LED GMBH shall, to the
fullest extent permitted by applicable law, not assume any express or implied warranties or guarantees of any kind for the equipment. However,
THERMO ELECTRON LED GMBH shall endeavour, at the expense and at the discretion of THERMO ELECTRON LED GMBH, to ensure that the
equipment essentially complies with its technical specifications during the rental or leasing/rental period laid down in the contract. If, however, despite
THERMO ELECTRON LED GMBH's efforts, the equipment does not substantially conform to its technical specification, the customer's sole and
exclusive remedy (and THERMO ELECTRON LED GMBH's sole obligation) shall be to in returning the device at the customer's expense and risk
and receiving a refund of any fees paid in advance for the remainder of the lease/rental period. As a precaution, it is hereby clarified that THERMO
ELECTRON LED GMBH shall not be liable for the payment of damages in respect of such return to the greatest extent permissible under applicable
law.

4.10 The Customer shall maintain the device properly at his own expense and shall return it to THERMO ELECTRON LED GMBH immediately, at
the latest 30 days after the end of the leasing/rental period specified in the order, at the expense and risk of the Customer in the same condition in
which it was delivered, except for normal wear and tear.
4.11 If the customer falls short of the minimum purchase quantity applicable in each case or if there is a delay in payment in respect of the
products, THERMO ELECTRON LED GMBH shall be entitled to terminate the leasing/rental contract immediately without prejudice to any other
rights.

4.12 Should the Customer shut down a device before the end of the lease/lease period, the Customer shall immediately inform THERMO
ELECTRON LED GMBH and coordinate all shutdown measures with THERMO ELECTRON LED GMBH.

5. DELIVERY OF THE PRODUCTS

5.1 If and insofar as this is relevant and can be reasonably required, THERMO ELECTRON LED GMBH shall ensure that:

(a) that each delivery of the Products is accompanied by a delivery note showing all relevant references of the Customer and THERMO
ELECTRON LED GMBH, type and quantity of Products, lot number, expiry date and, in the case of partial delivery, the outstanding quantity of
Products to be delivered, and
(b) if THERMO ELECTRON LED GMBH requires the customer to return packaging material to THERMO ELECTRON LED GMBH, this shall be
clearly stated on the delivery note. The customer shall provide this packaging material for collection at times reasonably requested by THERMO
ELECTRON LED GMBH. The return of packaging materials is at the expense of THERMO ELECTRON LED GMBH.
5.2 Unless otherwise agreed between the customer and THERMO ELECTRON LED GMBH, the products shall be delivered at any time after the
date agreed between the customer and THERMO ELECTRON LED GMBH or the date on which THERMO ELECTRON LED GMBH notifies the
customer that the products are ready for delivery to the place of destination (place of delivery) specified by the customer free carrier (Incoterms 2020)
from the premises of THERMO ELECTRON LED GMBH. THERMO ELECTRON LED GMBH reserves the right to stop the delivery of products in the
course of delivery and to withhold shipments in whole or in part if the customer fails to make a payment to THERMO ELECTRON LED GMBH when
due or otherwise fails to meet its obligations under these GTC.

5.3 The delivery of the Products shall be concluded upon completion of the loading of the Products to the Carrier.

5.4 All delivery dates are approximate only and the date of delivery shall not be of the essence of the Contract unless otherwise agreed in writing.
THERMO ELECTRON LED GMBH shall not be liable for any delay in delivery if such delay is caused by an event of force majeure or the failure of
the customer to provide adequate delivery instructions or other instructions relevant for the delivery of the products.

5.5 In the event of non-deliveries by THERMO ELECTRON LED GMBH, the liability of THERMO ELECTRON LED GMBH shall be limited to the
costs and expenses incurred by the Customer for the receipt of replacement products of similar construction and condition at the most favourable
source of supply, less the price of the products. THERMO ELECTRON LED GMBH shall not be liable for non-delivery of the Products, insofar as this
is caused by an event of force majeure or the failure of the Customer to provide appropriate delivery instructions or other instructions relevant to the

February 18, 2021

delivery of the Products.

5.6 THERMO ELECTRON LED GMBH shall be entitled to make partial deliveries of the products, each of which shall be invoiced and paid for
separately. Each partial delivery constitutes a separate contract. Delays in delivery or defects in a partial delivery do not entitle the customer to
cancel another partial delivery.

5.7 THERMO ELECTRON LED GMBH reserves the right to charge a handling fee for certain orders, e.g. Freight Charges.

6. WARRANTIES
A) Warranty for consumables

6.1 THERMO ELECTRON LED GMBH guarantees that consumables for the duration of the shelf life of the consumables or if the shelf life cannot
be stated, for a period of ninety (90) days from the date of delivery the consumables comply with the following conditions:

(a) they comply in all material respects with the specification;

(b) they are free from material defects and workmanship, in both cases subject to normal, proper and intended use by properly trained personnel.

6.2 The Customer is obliged to inspect the consumables at the time of delivery and to indicate on the transport document any apparent defects or
damage to the consumables and/or packaging as well as any other occurrences that may have damaged the consumables or their compliance with
the specification. Failure to comply with the above-mentioned notification obligation shall result in the non-receipt of the warranty for non-received
defects being extinguished.

6.3 Subject to clauses 6. 2 and 6. 4, warranty shall be assumed in accordance with clause 6.1 if
(a) the customer notifies THERMO ELECTRON LED GMBH in writing within two working days of receipt of the consumables. Deviations from the
technical specification which cannot reasonably be expected to be discovered during the inspection upon delivery or hidden defects must be reported
to THERMO ELECTRON LED GMBH immediately when they become visible.
(b) THERMO ELECTRON LED GMBH is granted a reasonable opportunity to inspect such consumables and
(c) the customer (upon THERMO ELECTRON LED GMBH's request) returns such consumables to the business address specified by THERMO
ELECTRON LED GMBH. Upon acceptance of the warranty, THERMO ELECTRON LED GMBH shall, at its sole discretion, either replace the
defective consumables or refund the full price for the defective consumables.

6.4 In the following cases THERMO ELECTRON LED GMBH shall not be liable within the scope of the warranty set out in clause 6.1:
(a) The customer continues to use these consumables after notification in accordance with clause 6. 3.
(b) The defect occurs because the customer has not followed THERMO ELECTRON LED GMBH's instructions for storage, commissioning,
installation, use or maintenance of the consumables or (if no instructions exist) industry standard procedures in this respect.
(c) The defect occurs because THERMO ELECTRON LED GMBH has followed drawings, designs or specifications supplied by the customer.
(d) The customer shall modify or repair the consumables without the written consent of THERMO ELECTRON LED GMBH.
(e) the defect arises as a result of normal wear and tear, wilful damage, negligence or improper storage or operating conditions; or
(f) the consumables differ from the specification as a result of changes made to ensure that the consumables comply with applicable statutory or
other regulatory requirements.

6.5 If THERMO ELECTRON LED GMBH determines that consumables for which the Customer has requested warranty services are not covered
by the warranty under these General Terms and Conditions, it shall assume or accept. THERMO ELECTRON LED GMBH shall reimburse THERMO
ELECTRON LED GMBH for all THERMO ELECTRON LED GMBH costs incurred for the examination and response to this request, including
laboratory costs, materials and other expenses incurred for the examination of the request. These costs shall also be borne by the customer if
THERMO ELECTRON LED GMBH provides repair or maintenance services or spare parts which are not covered by the warranty provided for in
clause 6. 1.

6.6 Except for the intended use indicated on the label of the consumables, THERMO ELECTRON LED GMBH does not warrant that the
consumables are suitable for any particular purpose or use intended by the customer, and it is the customer's responsibility to ensure that the
consumables are suitable.

6.7 THERMO ELECTRON LED GMBH shall be liable to the customer for the non-fulfilment of the in clause 6. 1. the warranty described solely in
accordance with the provisions of this Section 6.

6.8 These terms and conditions shall apply to all consumables supplied by THERMO ELECTRON LED GMBH, regardless of whether they are
repaired parts or as-new replacement parts.

A) Warranty for devices

6.9 THERMO ELECTRON LED GMBH warrants that the device will function or function substantially in accordance with the published
specifications of THERMO ELECTRON LED GMBH for a period of twelve (12) months from the date of delivery, except that the warranty does not
extend to defects in the device caused by (i) failure to comply with the installation and operating instructions the system requirements and
recommendations for use or maintenance of the device by THERMO ELECTRON LED GMBH or (ii) the use of the device with reagents or other
hardware or software products not provided or recommended by THERMO ELECTRON LED GMBH. The above warranty does not apply to (a)
natural wear and tear, (b) equipment and (c) minor or minor deviations that do not impede the use of the device in accordance with the technical
specifications in any material respect.

6.10 Deviations from the technical specifications must be notified in writing to THERMO ELECTRON LED GMBH as soon as they become
apparent. If the deviation is not reported, the above warranty is void.

6.11 In the event of a breach of the above warranty, THERMO ELECTRON LED GMBH is entitled and obliged to repair or replace the device at the
sole discretion of THERMO ELECTRON LED GMBH. THERMO ELECTRON LED GMBH is entitled to at least three (3) attempts to remedy the
defect. If THERMO ELECTRON LED GMBH decides to repair defective devices, THERMO ELECTRON LED GMBH may, at its sole discretion,
provide the customer with a replacement device for use on loan as long as the devices are being repaired.
6.12 If THERMO ELECTRON LED GMBH is unable to repair or replace as set out in clause 6. 12 within a period of time which takes reasonable
account of all the circumstances, the customer may cancel the purchase of the equipment (and the consumables and services ordered and intended
for that equipment) and THERMO ELECTRON LED GMBH shall in that case refund to the customer the purchase price paid by the customer for that

February 18, 2021

equipment, less an amount reasonably reflecting the customer's use of the equipment and its loss in value. As a precaution, it is hereby clarified that
THERMO ELECTRON LED GMBH shall not be liable for the payment of damages in respect of such termination, except in the case of fraud or gross
negligence.

6.13 The obligation to repair or replace any defective device created by the warranty statement in this Section 6. 9 shall be the Customer's
exclusive remedy in the event of any defective device. Except as expressly provided otherwise in clauses 6. 9 to 6. 13 and in the case of fraud and
gross negligence, TDF disclaims all other warranties, express, implied, oral or written, with respect to the device, including, without limitation, all
implied warranties of merchantability or fitness for a particular purpose. THERMO ELECTRON LED GMBH does not guarantee that the devices will
achieve a specific result.

7. OWNERSHIP AND RISK OF LOSS OF PRODUCTS

7.1 Subject to the provision of the devices in accordance with Clause 4 above and subject to THERMO ELECTRON LED GMBH's right to stop
delivery of the products included in the consignment in accordance with Clause 5. 2, title and risk of loss of the products shall pass to the customer
upon loading of the products to the carrier.

7.2 If the dispatch is delayed at the request of the Customer, the risk with respect to the Products shall pass to the Customer on the day on which
the Products would be ready for dispatch. Unless there is a warranty liability in accordance with paragraph 6 above, the Customer shall bear all costs
and risks of the said shipment in relation to breakage damage, transport, theft, fire and robbery, if the Customer for any reason returns the provided
products to THERMO ELECTRON LED GMBH.

7.3 If the customer fails to meet the payment obligation for the products within the period specified in clause 8. 6 below, THERMO ELECTRON
LED GMBH may at any time demand from the customer the surrender of all products in its possession which are not used or irrevocably integrated
into another product at the customer's expense.

8. PRICE AND PAYMENT

8.1 Unless otherwise agreed by the parties, the price of the Products shall be the price quoted by THERMO ELECTRON LED GMBH or, if no
price has been quoted, the price quoted by THERMO ELECTRON LED GMBH in effect on the date of delivery and published price list of THERMO
ELECTRON LED GMBH.

8.2 If the term of the contract exceeds one year, THERMO ELECTRON LED GMBH may increase the prices for the products at any time by
notifying the customer.

8.3 Subject to a different agreement between the parties, the price of the Products shall be exclusive of value added tax (VAT). in the amount of
the applicable statutory rate, customs duties and excise duties and all other surcharges, taxes and duties (directly or directly) levied on the sale,
supply and use of the Products, all of which are payable by the Customer in addition to the price of the Products.

8.4 Subject to applicable mandatory law, THERMO ELECTRON LED GMBH may invoice the customer for the Products at the time of loading to
the carrier (or if the Products are deemed to have been delivered in accordance with clause 5. 6 above) or at any time thereafter.

8.5 Subject to any other agreement between the parties, the Customer shall pay the invoice in full and in freely available funds within 30 days of
the invoice date. Payment shall be made to the bank account designated in writing by THERMO ELECTRON LED GMBH. The timeliness of payment
is an essential part of the contract.

8.6 If the customer fails to make a payment due under the contract to THERMO ELECTRON LED GMBH by the due date for payment, the
customer shall pay interest on the overdue amount at the statutory rate and, if applicable, damages and other costs applicable in each case, without
prejudice to further rights of THERMO ELECTRON LED GMBH. In addition, THERMO ELECTRON LED GMBH shall be entitled, with regard to any
contract between the customer and THERMO ELECTRON LED GMBH, to stop delivery of the products being shipped and to withhold shipments in
whole or in part as set out in clause 5. 2 above.

8.7 The Customer shall pay all amounts due under the Contract in full without offsetting, counterclaiming, deduction or retention (except for
deduction or retention required by law). THERMO ELECTRON LED GMBH may set off any amount owed by THERMO ELECTRON LED GMBH
against an amount to be paid by THERMO ELECTRON LED GMBH to the Customer at any time, without limiting any other rights or legal remedies
to which THERMO ELECTRON LED GMBH may be entitled.

9. TERMINATION AND SUSPENSION

9.1 THERMO ELECTRON LED GMBH may terminate the contract with immediate effect and without any obligation to observe a period of notice
by registered letter with acknowledgement of receipt if even one of the following cases occurs:

(a) non-payment, partial payment or late payment of any sums payable by the customer to THERMO ELECTRON LED GMBH in connection with
contractual obligations of the customer towards THERMO ELECTRON LED GMBH.
(b) failure to perform any of the obligations set out in Clauses 3. 4, 3. 5, 4. 5, 4. 6, 4. 7, 4. 8, 4. 10, 4. 11, 4. 12, 4. 13, 12. 1, 12. 2, 12. 3, 12. 4, 12.
5, 12. 6 b), 12. 10, 12. 11 and 13 by the customer.
(c) the Customer becomes insolvent or bankrupt or is the subject of insolvency proceedings, a court-appointed liquidator, receiver or other
administrator is appointed, or even if only an application to that effect is made or proceedings are instituted.
(d) The customer enters into negotiations with all or any class of its creditors for the rescheduling of its debts or proposes or enters into any
concession or arrangement with its creditors in this regard.
(e) the customer enters into a winding up or a petition is presented, notice is given, a resolution is passed or an order is made concerning the or
in connection with the liquidation of the customer.
(f) A creditor of or beneficiary of a surety bond or guarantee of the customer places all or part of the customer's assets under execution or
attachment or an application is made or proceedings are commenced to obtain such action.
(g) In any jurisdiction to which the Customer is subject, an event shall occur in respect of the Customer or proceedings shall be instituted against
the Customer which shall have an effect equivalent to or similar to one of the events referred to in paragraphs 9. 1 (a) to 9. 1 (f) (inclusive).
(h) The Customer suspends all or a substantial part of its business operations, threatens to do so, terminates or threatens to do so,
(i) the financial position of the Customer deteriorates to such an extent that the Customer#sability to adequately fulfil its obligations under the
Contract is at risk.
(j) Any change of ownership by the customer.

9.2 Termination of the contract pursuant to clause 9. 1 above shall automatically include the simultaneous termination of any contracts existing

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between THERMO ELECTRON LED GMBH and the customer. Termination of a contract by the customer for cause or for good reason shall also
automatically result in simultaneous termination of the contract and any contracts existing between THERMO ELECTRON LED GMBH and the
customer. THERMO ELECTRON LED GMBH can avoid the termination of certain contracts by excluding them in the written notice of termination to
the customer.

9.3 Without limiting any other rights or remedies THERMO ELECTRON LED GMBH may have, THERMO ELECTRON LED GMBH may suspend
the provision of the Products under this Agreement or any other agreement between THERMO ELECTRON LED GMBH and the customer if the
customer is in default with respect to any of its obligations.

9.4 Upon termination of this contract, for whatever reason, the customer shall immediately pay to THERMO ELECTRON LED GMBH all
outstanding invoices and interest payable to THERMO ELECTRON LED GMBH.

9.5 Provisions which are expressly or impliedly intended to survive shall remain in full force and effect upon the expiration of this Agreement.

10. LIMITATION OF LIABILITY AND LIABILITY

10.1 None of the provisions of these Terms and Conditions shall limit or exclude the liability of THERMO ELECTRON LED GMBH in the following
cases:

(a) Death or personal injury due to the negligence of THERMO ELECTRON LED GMBH, or the negligence of its employees, agents or suppliers
(whichever applies)
(b) Fraud or gross negligence
(c) any event in which a disclaimer or limitation of liability on the part of THERMO ELECTRON LED GMBH would be unlawful
(d) procurement guarantees given by THERMO ELECTRON LED GMBH.

10.2 Subject to point 10. 1, the following shall apply:

(a) THERMO ELECTRON LED GMBH shall not be liable to the Customer under any circumstances under contract, for tort (including negligence),
breach of a legal obligation or otherwise for loss of profit, loss of goodwill or indirect or consequential damages arising under or in connection with
this contract, and
(b) The total liability of THERMO ELECTRON LED GMBH to the Customer for all other losses arising under or in connection with this Agreement,
whether due to contract, tort (including negligence), breach of legal obligations or otherwise, shall be a total of one million for all claims asserted in
connection with this Agreement (1 000 000 000) Euro.

10.3 THERMO ELECTRON LED GMBH undertakes to indemnify and defend the Customer, its senior employees, managing directors and
employees with respect to all claims for damages, liabilities, lawsuits, causes of action, lawsuits, claims, claims, losses, costs and expenses (#exempt
items#) arising from (i) persons personal injury or death or damage to property, insofar as caused by negligence or intent of THERMO ELECTRON
LED GMBH, its employees, agents or agents or contractors in connection with the provision of services on the premises are caused by the Customer
under this Agreement, and (ii) claims that the Products infringe an effective intellectual property right of third parties, except that THERMO
ELECTRON LED GMBH shall not be liable under this Section, insofar as these exempted items are either due to (i) negligence or intent of the
Customer, its employees, agents or representatives; or Sub-contractor, (ii) a third party, (iii) use of a Product in conjunction with equipment or
software not supplied by THERMO ELECTRON LED GMBH, if the Products themselves would not be in violation of the law, (iv) compliance with the
designs, specifications or instructions specified by the Customer, (v) use of the Products in an application or environment, for that it was not intended,
or (vi) modifications of the products are caused by anyone other than THERMO ELECTRON LED GMBH without the prior written consent of
THERMO ELECTRON LED GMBH. The customer shall notify THERMO ELECTRON LED GMBH immediately in writing of any claim of a third party
falling under the indemnification obligations of THERMO ELECTRON LED GMBH according to these GTC. THERMO ELECTRON LED GMBH shall
have the right to assume exclusive control of the defense against such claim or to satisfy such claim at the option of THERMO ELECTRON LED
GMBH. The customer undertakes to reasonably cooperate with THERMO ELECTRON LED GMBH in connection with the performance by THERMO
ELECTRON LED GMBH of THERMO ELECTRON LED GMBH's obligations under this Clause.

10.4 Despite the foregoing, THERMO ELECTRON LED GMBH's indemnification obligations relating to an infringement shall expire and be waived
if THERMO ELECTRON LED GMBH, at its option and expense, (a) procures for Customer, at no additional cost to Customer, the right to continue
using the Product, (b) replaces or modifies the Product so that it is no longer infringing, provided that the modification or replacement does not affect
the specifications of the Products, or (c) if (a) and (b) are not practicable, refunds to Customer the amortized amounts paid by Customer therefor
based on a five (5) year amortization schedule. The foregoing indemnity provision states the total liability of THERMO ELECTRON LED GMBH to the
customer for the claims described in these GTC.

10.5 The Customer shall be bound to indemnify, defend with qualified and experienced attorney and indemnify THERMO ELECTRON LED GMBH,
its parent company, subsidiaries, affiliated companies and departments and their respective senior employees, managing directors, shareholders and
employees in respect of all claims for damages, claims, claims, pleas in law, proceedings, claims, claims, losses, costs and Obligation to incur
expenses, insofar as they arise from or in connection with (i) negligence or intent of the Customer, his agents, employees, representatives or
subcontractors, (ii) the use of the Products in connection with equipment or software not supplied by THERMO ELECTRON LED GMBH, if the
Products themselves would not be in violation of the law, (iii) compliance with THERMO ELECEC THERMO ELECTRON LED GMBH may require
designs, specifications or instructions from the Customer, (iv) use of the Products in an application or environment for which they were not intended,
or (v) modification of the Products by someone other than THERMO ELECTRON LED GMBH without the prior written permission of THERMO
ELECTRON LED GMBHON LED GMBH are being created.

11. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to an event of
force majeure. A Force Majeure Event means an event beyond the reasonable control of a Party which by its nature could not have been foreseen
or, if it could have been foreseen, would have been unavoidable, including strikes, lock-outs or other industrial action (whether involving its own
labour or that of a third party), failure of energy sources or the transport network, natural events, war, terrorist acts, uprisings, internal disturbances,
interventions by civil or military authorities, national or international disasters, armed conflicts, intentional damage, operational or machine failure,
nuclear, chemical or biological pollution, supersonic bang, explosions, collapse of buildings, fire, flood, storm, Earthquakes, loss at sea, epidemics or
similar events, natural disasters or extreme weather conditions, or non-performance on the part of suppliers or suppliers.

12. GENERAL # Question about customers in France?

12.1 It shall be the customer's responsibility to obtain and maintain at its own expense all governmental consents, authorizations, approvals, filings,
permits or licenses required by it for the export of the Products and for the exercise of the rights and performance of the obligations of both the

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customer and THERMO ELECTRON LED GMBH under this Agreement, including, but not limited to, all consents and filings with all governmental
authorities.

12.2 Customer acknowledges that the Products and all related technical information, documents and materials may be subject to export controls
under the U. S. Export Administration Act of 1969, as amended, and the regulations and regulations adopted thereunder and under the laws of any
other country, including, but not limited to, those of the United Kingdom (g The #Export Act#), which restrict the export and re-export of software
media, technical data and direct products of technical data. The Customer is obliged to (i) comply strictly with all legal requirements of the Export Act,
(ii) cooperate fully with THERMO ELECTRON LED GMBH in official or unofficial audits or investigations under the Export Act, and (iii) not to
distribute or supply the Products to any person if there is reason to believe that such person intends to export, re-export or otherwise transfer or use
the Products in any country in contravention of the Export Act. Without limiting the foregoing, Customer agrees not to take any action that directly or
indirectly violates any U. S. law, regulation, treaty or agreement relating to the export or re-export of the Products that the United States applies or
complies with, or against those of other states, including all EU member states.

12.3 Customer undertakes not to knowingly obtain the Products or any parts thereof, directly or indirectly, without first obtaining the permission of
the United States Office of Export Administration and other appropriate government authorities (including the governments of other countries,
including all EU member states), in one of the respective countries at the time of shipment the Products in Title 15 of the Federal Regulations Code
of the United States of America (or subsequent or supplemental regulations) as #unapproved or GMBH by or in connection with a breach of the
provisions of this section by the Customer, or restricted" countries or any other country to which export or re-export is restricted (collectively
"restricted countries"). The customer undertakes not to distribute any products or parts thereof to any person if the customer has reason to believe
that such person intends to export, re-export or otherwise transfer such products or parts thereof to or use them in any of the unauthorized countries,
and the customer undertakes to seek appropriate written representations in the form of binding commitments from customers - as may be requested
by THERMO ELECTRON LED GMBH from time to time. The customer undertakes to indemnify and hold THERMO ELECTRON LED its customers
harmless.

12.4 Training on the respective products may be offered to the Customer or its employees or (2) samples of the products may be provided for
distribution to the Customer#spatients if applicable. The Customer undertakes to distribute such samples to patients for use by patients or, if he does
not distribute them in this way, to return them to THERMO ELECTRON LED GMBH. Customer shall not use these samples for patient care and shall
not charge patients or third party payers for providing such samples.

12.5 THERMO ELECTRON LED GMBH may, at its sole discretion, provide samples of the products to the Customer for distribution to the
Customer#s patients. TheCustomer undertakes to distribute such samples to patients for use by patients or, if he does not distribute them in this way,
to return them to THERMO ELECTRON LED GMBH. Customer shall not use these samples for patient care and shall not charge patients or third
party payers for providing such samples. If THERMO ELECTRON LED GMBH offers trainings, as specified in the contract or in the contract, or in
case of stated in the terms and conditions, the training costs and all related expenses are part of the total price agreed between THERMO
ELECTRON LED GMBH and the customer in the contract.

12.6 Assignment and other transactions

(a) THERMO ELECTRON LED GMBH is entitled at any time to assign, transfer, pledge, debit, sub-contract or otherwise deal with all or part of its
rights or obligations under this Agreement. The customer hereby agrees to perform all actions and to sign documents as necessary for THERMO
ELECTRON LED GMBH to exercise its rights under this provision.
(b) Without the prior written consent of THERMO ELECTRON LED GMBH, the Customer is not entitled to assign, assign, pledge, debit,
sub-contract, trust or otherwise deal with all or part of its rights or obligations under this Agreement. Attempting to do such an act without the consent
of THERMO ELECTRON LED GMBH is null and void.

12.7 Messages:
Notices or messages required or permitted under these General Terms and Conditions shall be made in writing and shall be sent by e-mail with
confirmation of read or registered letter with receipt of return to one party at the address specified in the contract or at such other address as may be
designated by one of the parties to the other by means of a notice given in accordance with the provisions of this Clause 12. 6.

12.8 Undivided contract

(a) If any provision or part-provision of this Agreement becomes invalid, illegal or unenforceable, it shall be modified to the extent necessary to
make it valid, legal and enforceable. If such an amendment is not possible, the provision or part-provision concerned shall be deemed to have been
deleted. Amendments or deletions to any provision or part of a provision under this clause shall not affect the validity and enforceability of the
remaining provisions of this Agreement.
(b) If any provision or part of this Agreement is ineffective, unlawful or unenforceable, the parties shall negotiate in good faith to amend the
provision so that it, as amended, is legally valid, effective and enforceable and as closely as possible to the intended economic result of the original
provision.

12.9 Relinquishment:
The relinquishment of any right or remedy under this Agreement shall be effective only in writing and shall not be construed as a waiver in respect of
any subsequent breach or non-performance. A failure by a party to exercise or belated exercise of any right or remedy under this Agreement or the
Law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or limit the further exercise of such or any other right or
remedy. The individual or partial exercise of such rights or remedies shall not prevent or limit the further exercise of such or any other rights or
remedies.

12.10 Intellectual property rights

No provision contained in these terms and conditions and the contract shall constitute or be construed as a transfer of any intellectual property rights
of THERMO ELECTRON LED GMBH to the customer. For the purposes of this Clause 12. 9, Intellectual Property Rights means patents and
innovations, copyright,.trade marks and rights in trade names, know-how and trade secrets, registered and unregistered designs, databases,
semiconductor rights and other intellectual property or industrial property rights and all applications for and registrations of the same.

12.11 Software
Any source code or software programs incorporated into the device or part of the same forming source code or software programs are the property of
THERMO ELECTRON LED GMBH and are made available to the Customer under a non-exclusive license to use such software in the devices (but
without any right of reproduction). These license rights shall expire if the legitimate user is no longer entitled to own the supplied hardware, if the
contract is not terminated prematurely in accordance with these terms and conditions. The License and Software may not be assigned or otherwise
transferred by the Customer without the prior written consent of THERMO ELECTRON LED GMBH; however, it may be assigned by sub-license to
the Customer#s principals whohave purchased the device containing the Software, provided that the Customer has the name of such sub-licensee at

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the time of assignment. a sub-licence and THERMO ELECTRON LED GMBH does not prohibit such sub-licence. The customer is expressly
prohibited from copying and circumventing the software protection system in whole or in part. THERMO ELECTRON LED GMBH is entitled to revoke
this license if the customer violates one of the conditions listed here. THERMO ELECTRON LED GMBH does not guarantee that the Software may
be installed on any of the Customer#s computers and therefore the Customer shall bear all risks and costs due to unsuccessful installation on
computer brands other than those specified in the Contract. The foregoing does not apply to third-party software shipped under separate license
agreements.

12.12 Benefits from (health) insurance carriers:

To the extent that the Client receives funds from (health) insurance carriers, the Client acknowledges that it has been informed of the total value of
any discounts, reductions or other compensation paid under these GTC. It agrees to fully and accurately account for and report such aggregate
value, including a cost report, if applicable, in a manner consistent with all applicable laws and other safe harbor principles applicable to estates,
including, but not limited to, federal, state and local law. The customer shall contact THERMO ELECTRON LED GMBH in writing if the customer
requires additional information from THERMO ELECTRON LED GMBH in order to fulfil its reporting obligations. The customer acknowledges that
agreement to this notification obligation constitutes a condition precedent to THERMO ELECTRON LED GMBH's agreement to provide the products
and that THERMO ELECTRON LED GMBH would not have entered into this contract if the customer had not agreed to fulfil these obligations.

12.13 Amendment
Unless otherwise stated in these conditions, changes to the contract, including the introduction of additional terms and conditions, shall only be
effective if they are made in writing and signed by THERMO ELECTRON LED GMBH.

13. COOPERATION IN REMEDIAL ACTION IN THE EVENT OF DEFECTIVE PRODUCTS/SAFETY MEASURES

13.1 Complaint:
The customer shall immediately notify THERMO ELECTRON LED GMBH of malfunctions and/or incorrectly labelled products and shall provide
relevant information.

13.2 Critical occurrences:

The Customer shall report THERMO ELECTRON LED GMBH any critical events attributable to a product that have contributed or may have
contributed to death, serious injury or indirect damage, or if a product may have been the cause of death, serious injury or indirect damage, including
such events as a result of defects, malfunctions, false or defective design, manufacturing, labelling or user error. The customer shall notify THERMO
ELECTRON LED GMBH of these critical occurrences immediately by telephone or in writing (by fax). Notifications to THERMO ELECTRON LED
GMBH include (i) information about the patient or other person; (ii) a description of the critical event; (iii) product name; (iv) article number; and (v)
possible additional informations.

13.3 Measures:
In the event that it is necessary to recall, destroy or withdraw products from the market due to a product defect or regulatory or governmental order,
or in the event that the products are otherwise withdrawn from the market, Customer will provide support and take appropriate action in accordance
with the corrective action procedures, including recall, withdrawal from the market and security measures received from THERMO ELECTRON LED
GMBH.

14. APPLICABLE LAW AND PLACE OF JURISDICTION

14.1 Applicable law:
The Contract and any dispute or claim arising out of or in connection with it or its formation (including non-contractual disputes or claims) shall be
governed by the laws of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods to this contract
is hereby expressly excluded.

14.2 Jurisdiction
Each party irrevocably agrees that the courts of Berlin shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection
with the Contract or its subject matter or formation (including non-contractual disputes or claims).

15. Customer satisfaction (data protection)

In order to improve our service quality, we send our customers invitations to customer satisfaction surveys by e-mail a few weeks
after the conclusion of the contract. The customer is free at any time to reject such an invitation and to opt out of receiving further
invitations by clicking on the link contained in the e-mail.

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