General Terms and Conditions of Sale and Delivery for Business Customers Purchasing via the Axon Lab Online Platform

Scope

These General Terms and Conditions of Sales Agreements (hereinafter: GTC) constitute an integral part of all sales agreements concluded between Axon Lab spółka z o. o. with its registered office in Warszawa, KRS: 0000090747 (hereinafter: Axon Lab) and business customers, through the sales platform operated by Axon Lab. These GTC take precedence over any sales conditions applied by the customer. Provisions deviating from these GTC may be expressly agreed only in writing. These GTC are effective from October 2024. They do not apply to customers who are consumers, due to the fact that Axon Lab does not offer any products to consumers.

Product modifications

Axon Lab reserves the right to make technical and formal design modifications to all products represented and described in sales documents. Statements in technical documentation are only binding insofar as they are expressly guaranteed.

Delivery period

Axon Lab AG endeavours to comply with the stated delivery periods; however, no legal warranty is assumed for delivery periods. The delivery period only begins on the date of definitive clarification of all qualitative and technical details. Axon Lab AG will notify the customer in writing of the beginning of the delivery period.

Raw materials shortages, interruptions of operations, and cases of force majeure (such as epidemics, war, mobilisation, civil war, terrorist acts, sabotage, riot, political unrest, embargoes, natural phenomena) release Axon Lab from the accepted delivery commitment for the duration of such hindrances, and the delivery period shall be extended accordingly without the purchaser being entitled to any claim for damages.

Inspection, acceptance

The customer shall inspect the goods delivered by Axon Lab immediately upon receipt. Any defects shall be reported in writing immediately, but no later than 5 days. After passage of this period unused, the delivery shall be deemed free of defects and accepted. If defects that could not have been discovered even with careful acceptance become apparent later within the warranty period, the client shall immediately report these defects to Axon Lab in writing. Otherwise, the delivery shall also be deemed accepted with respect to these defects.

Modification, cancellation

Cancellation of orders is only possible with the written consent of Axon Lab. Costs accruing in case of a cancellation or price increases due to reductions in orders shall be paid by the client. The partial deliveries of a call order shall be called within the period agreed upon; otherwise, Axon Lab will independently initiate the corresponding deliveries and the invoicing.

If the provision of the services guaranteed by Axon Lab is rendered impossible or excessively hindered for unforeseen reasons, specifically by force majeure, strikes, etc., Axon Lab is entitled to dissolve the contractual relationship prematurely without the customer having any claim for damages.

Returns of goods and materials

Returns of goods and materials require the written consent of Axon Lab.

Prices

The prices quoted in catalogues and price lists or in the Axon Lab online shop are given in Polish zloty and include value added tax. Statements contained in written order confirmations by Axon Lab are binding, except for obvious calculation errors and incorrect quantity statements. Packaging and shipping costs, as well as express deliveries, double-decker deliveries and dry ice packing will be charged to the customer additionally. Unless otherwise agreed, costs related to special requirements related to the execution of the order will be charged to the customer in full and will be invoiced separately. Axon Lab reserves the right to make price adjustments due to specific changes in costs (e.g. material costs, currency fluctuations, customs duty increases, etc.) without prior notice. The costs of official documents and certificates of any kind will be charged to the customer.

Payment terms

Invoices will be delivered by post or electronically. All invoices are due within 30 days of the invoice date, unless other payment terms have been agreed. Any cash discounts will be calculated later. In the event of non-payment, statutory default interest for commercial transactions will be charged. The customer is not authorized to unilaterally offset Axon Lab's claims against any possible counterclaims.

Reservation of title

The delivered goods remain the property of Axon Lab until they have been paid for in full. The use and risk of the delivered goods pass to the customer upon delivery.

Warranty, guarantee and liability

The delivered goods remain the property of Axon Lab until they have been paid for in full. The use and risk of the delivered goods pass to the customer upon delivery.

Import and export control

Axon Lab states that the goods or delivery items may be subject to export or import controls. Each contracting party is individually responsible for complying with the applicable export and import regulations. The customer is further notified that U.S. export control law also applies when the goods or delivery items originate in whole or in part from the United States. This may be the case even if the contract has no other connection with the United States.

Data privacy

Axon Lab is entitled to process the customer's personal data in order to maintain the business relationship and within the framework of the execution of agreements, and third parties (e.g. authorized partners or manufacturers of sold devices) may be engaged as agents in order to process the order and provide technical support in the provision of the contractual services. Axon Lab takes the necessary technical and organizational measures in this regard to maintain data security and confidentiality, including possible patient confidentiality. The privacy policy is applicable and can be found on the Axon Lab website.

Severance clause / ranking order

Should individual provisions of the General Terms and Conditions be or become invalid or ineffective, this shall not affect the validity of the other provisions and of the agreement. In such a case, the parties agree to replace the invalid or impracticable provision with a valid and practicable one that corresponds to the intent and purpose of this agreement. The same applies if it should turn out that this agreement contains a lacuna requiring regulation

In case of contradictions, the written agreement shall take precedence over the General Terms and Conditions of Business and Agreement.

Verbal collateral agreement must be agreed upon in writing to become valid. The parties may only waive this requirement of written form in writing.

Axon Lab AG expressly reserves the right to amend or supplement these GTCs.

Applicable law, place of jurisdiction

Sales under these GTC are subject to Polish law. Any disputes related to this will be resolved by a common court with jurisdiction over the Axon Lab headquarters.

Warszawa, October 1, 2024