SANOVIO – Terms of Use and Sale (T&C)

Part A – Platform / Terms of Use

1. Platform Services

1.1 Scope. SANOVIO provides access to the platform within its own sphere of control (data center interface to internet). Functionality and purpose are derived from service description/user manual. Core functions: AI-supported purchasing analysis & data standardization, price comparison/best price access, operational processing (financing, logistics, quality/regulatory support) and the SANOVIO Cockpit.

1.2 Extensions. Customer-specific developments/adaptations only based on separate agreements.

1.3 Updates. SANOVIO may provide updated versions and inform electronically; usage instructions must be observed.

1.4 No substitute for professional advice. Content/analyses serve purchasing support; they do not replace medical, legal or regulatory advice and no clinical decisions.

2. Usage Rights and Prohibitions

2.1 License. Simple, non-transferable usage right for the contract term via browser/app. No transfer of further rights to software/infrastructure.

2.2 Unauthorized. Usage beyond contract scope, disclosure to third parties, reproduction, rental/lease, reverse engineering, scraping/mining of price/market/product data to build competing databases/services, circumvention of protective measures.

2.3 Protective measures. Reasonable technical measures (e.g., blocking/rate limiting) are permitted; contract-compliant usage must not be more than insignificantly impaired.

2.4 Overuse/violations. In case of significant violations: revocation/blocking (usually with deadline for remedy). Compensation claims for overuse remain unaffected. Right to reactivation after correction.

3. Availability, Performance Defects

3.1 SLA/Maintenance. Availability according to service description/SLA; maintenance windows possible.

3.2 Insignificant impairments. No defect rights for only insignificant impairments; fault-independent liability for initial defects excluded.

3.3 Beta/Preview. "Beta/Preview" without warranty; no claims for availability/functionality.

4. Data Protection (Platform)

4.1 Roles. To the extent applicable, SANOVIO processes personal data as processor exclusively for specific purposes and according to instructions; details in separate DPA.

4.2 Controller. The customer remains controller (Art. 4 No. 7 GDPR) and ensures legality; indemnifies SANOVIO for instruction-related/unlawful processing from its responsibility area.

4.3 Support. Data subject rights are handled by the customer; SANOVIO supports to the legally required extent.

4.4 Storage location & Data Wall. Storage exclusively in DE/EU/EEA, unless otherwise agreed. Customer and manufacturer data are organizationally/technically separated ("Data Wall").

5. Customer Obligations

5.1 Access security. Protection of access data; no disclosure to unauthorized persons.

5.2 Data quality/rights. The customer guarantees completeness, accuracy and freedom from third-party rights of its transmitted purchasing/product data.

5.3 Backups. The customer uses export functions and takes appropriate backup measures in its own area.

6. Contract-violating Usage – Lump Sum Damages

Lump sum in the amount of the remuneration that would be due for contract-compliant usage during the minimum term; further damage compensation reserved; proof of lower damage permitted.

7. Support/Incidents

Ticket acceptance during support hours with reference number; classification critical/major/minor; appropriate initial measures/workarounds; customer cooperation obligations (e.g., implementation of workarounds).

8. Term/Termination/Data Return

Minimum term as agreed; ordinary termination first at term end with 3-month notice; automatic extension by 12 months unless terminated in time. Data export before contract end by customer; after contract end generally no access; export support can be agreed for a fee.

9. Remuneration/Payment (Platform)

Billing according to effort at valid rates (plus VAT), 14 days net, retention/set-off only with undisputed/final judgments or in reasonable proportion for defects. Ownership/usage rights remain reserved until full payment.

10. Warranty (Platform)

The agreed characteristics are decisive; minor deviations do not constitute defects. No claims for improper usage/environmental failures/non-reproducible errors/third-party interference. No savings or "best price" promise (market prices fluctuate; third-party dependencies).

11. Liability (Platform)

Unlimited for intent/gross negligence, product liability and injury to life, body, health. For simple negligence only for cardinal duty violations and limited to typical, foreseeable damage; indirect damages (including lost profits) excluded. Total liability (Platform) max. annual remuneration of the affected service, to the extent legally permissible.

12. Export/Customs (Platform)

The customer observes applicable import/export regulations; customs/duties/procedures are borne by the customer, unless otherwise agreed.

Part B – General Terms of Sale (GTS) – Goods/Import by SANOVIO

Note: This part applies additionally and with priority for purchase/delivery contracts for goods.

1. Scope of Application

1.1 These GTS apply to all business relationships regarding the sale and/or delivery of movable goods ("Goods") exclusively towards buyers within the meaning of § 14 BGB, legal entities under public law and public law special funds.

1.2 Exclusivity. Deviating/supplementary T&C of the buyer only become part of the contract if SANOVIO expressly agrees.

1.3 Future contracts. GTS apply as framework agreement also for similar future contracts.

1.4 Priority individual agreement. Individual agreements/order confirmations take precedence.

1.5 Form. Legally relevant declarations/notices (defects, deadlines, withdrawal, reduction) in written or text form; further form requirements remain unaffected.

1.6 Legal provisions. References to laws serve clarification; validity within the scope of these GTS.

2. Offer and Contract Conclusion

2.1 Subject to change. Offers are subject to change/non-binding; ownership/copyright of documents remains with SANOVIO.

2.2 Order/Acceptance. Order is offer according to § 145 BGB; acceptance by order confirmation or delivery within 2 weeks. Non-accepted documents are to be returned.

3. Prices and Payment

3.1 Prices. Unless otherwise agreed, prices ex warehouse plus VAT; packaging separately. For deliveries ≥ 3 months after contract conclusion, reasonable price changes (labor/material/sales) are reserved.

3.2 Transport/Duties. In case of shipment purchase, the buyer bears transport costs ex warehouse and possibly desired transport insurance; customs/duties/taxes are borne by the buyer.

3.3 Due date. Payment within 14 days of invoice and delivery/acceptance; cash discount only with express agreement.

3.4 Advance payment reservation. SANOVIO may provide delivery wholly/partially only against advance payment (reserved at latest with order confirmation).

3.5 Default. After deadline: default interest according to § 288 para. 2 BGB (9 percentage points above base rate); further default damage reserved; § 353 HGB remains unaffected.

3.6 Unsafe payment ability. Performance refusal/withdrawal according to § 321 BGB; for custom-made items immediate withdrawal possible.

4. Set-off/Retention

Only with undisputed/final judgments or from the same contractual relationship; buyer rights for defects (especially 8.6 sentence 2) remain unaffected.

5. Delivery Period/Default

5.1 Delivery period. Individually agreed or communicated with acceptance.

5.2 Non-availability. In case of non-attributable delay, SANOVIO informs immediately and names new deadline; in case of continued non-availability (e.g., self-supply pending, supply chain disruptions, force majeure) entitled to (partial) withdrawal; already made payments will be refunded.

5.3 Default damage lump sum. After reminder: 0.5% per full calendar week, max. 5% of net delivery value; proof of lower damage permitted.

5.4 Legal rights remain unaffected.

6. Delivery, Risk Transfer, Acceptance Default

6.1 Ex warehouse / Place of performance. Delivery ex warehouse; this is place of performance/subsequent performance. In case of shipment purchase, SANOVIO determines, unless agreed, packaging/shipping route/carrier.

6.2 Risk transfer. With handover to buyer or in case of shipment purchase with delivery to forwarder/carrier; in case of agreed acceptance with acceptance.

6.3 Acceptance default. Compensation for damages/additional expenses (e.g., storage costs); further claims unaffected.

7. Retention of Title (Extended)

7.1 Reservation. Ownership until full payment of all present/future claims from the purchase contract/ongoing business relationship.

7.2 Security cases. No pledging/security transfer; information obligation in case of insolvency or third-party access.

7.3 Legal consequences of violation. Withdrawal/surrender after deadline setting in case of non-payment; reservation to only demand surrender.

7.4 Resale/Processing.

• a) Processing/mixing/combination: Reserved ownership to full value; possibly co-ownership according to invoice values. Claims from combination with real estate are assigned in advance.
• b) Assignment of claims: Advance assignment of resale claims (gross invoice) to SANOVIO; acceptance hereby.
• c) Collection: Buyer remains authorized as long as no security case occurs; when exercising rights from 7.3 disclosure/document surrender/assignment notice to debtor.
• d) Release: If security value exceeds claims by > 10%, release at SANOVIO's choice.

7.5 Care/Insurance. Careful handling; for high-value goods insurance to new value recommended/agreed.

8. Defect Claims (Goods)

8.1 Law/Deviations. Rights according to law, unless something deviating below.

8.2 Characteristics. Agreed characteristics/intended use (including manufacturer information/product descriptions at contract conclusion) are decisive.

8.3 Digital elements. Provision/update only to the extent expressly agreed.

8.4 Knowledge. No liability for known/grossly negligently unknown defects (§ 442 BGB).

8.5 Inspection/Complaint. § 377/381 HGB: Immediate inspection; obvious defects within 5 working days of delivery, hidden within 5 working days of discovery in writing; in case of violation exclusion of defect rights; for goods intended for installation the same applies also after processing (no claim for installation/removal costs for late complaint).

8.6 Subsequent performance/Choice right. Repair or replacement at SANOVIO's choice; unreasonableness can be rejected by buyer; legal refusal rights remain; subsequent performance can be made dependent on due payment (reasonable retention permitted).

8.7 Cooperation. Buyer grants time/opportunity, hands over defective item for inspection; in case of replacement return according to law.

8.8 Installation/Removal. To the extent not contractually owed, subsequent performance does not include removal/installation; legal replacement claims remain.

8.9 Costs. Inspection/subsequent performance costs according to law; reimbursement of unjustified defect complaint costs possible (if buyer had to know that no defect exists).

8.10 Self-performance in emergencies. Only in case of urgency (safety hazard/damage prevention) and immediate information; lapses if SANOVIO could rightfully refuse subsequent performance.

8.11 Withdrawal/Reduction. After unsuccessful deadline or dispensability; for insignificant defect no withdrawal.

8.12 Recourse. § 445a para. 1 BGB excluded, unless last contract is consumer goods purchase/consumer contract for digital products.

8.13 Damage compensation. Only according to Part C – Liability.

9. Limitation (Goods)

9.1 Principle. 1 year from delivery (in case of agreed acceptance: from acceptance).

9.2 Building materials/Structures. 5 years according to § 438 para. 1 No. 2 BGB; special regulations remain unaffected.

9.3 Damage compensation. Corresponds to deadlines in Part C – Liability; product liability legal.

10. Other Provisions (Goods)

10.1 Duty violations. Liability according to law, limited according to Part C – Liability.

10.2 No termination right according to §§ 650, 648 BGB; otherwise legal requirements.

10.3 Traceability/Regulatory. Buyer observes storage/shelf life/UDI/batch tracking; sampling/approval before series orders is recommended.

10.4 Returns/RMA. Returns only with RMA approval; sterile/medical consumables generally excluded from return right (mandatory defect rights unaffected).

11. Choice of Law/Jurisdiction (Goods)

German law, UN sales law excluded. Jurisdiction: Munich; SANOVIO can also sue at the buyer's general jurisdiction or place of performance; priority legal exclusive jurisdictions remain unaffected.

Part C – Common Final Provisions (Platform & Goods)

12. Importer Role, Supply Chain, Regulatory

SANOVIO may act as importer/marketer and/or reseller. To the extent SANOVIO is not manufacturer, manufacturer information applies; voluntary manufacturer warranties are passed through – to the extent permissible. Regulatory minimum requirements (e.g., MDR/UK-MDR/Swissmedic) are observed within legal obligations; no warranty for suitability for specific clinical purposes. Sampling/acceptance by buyer before series deliveries is urgently recommended.

13. Liability (Common)

13.1 Unlimited: Intent/gross negligence; product liability; life, body, health.

13.2 Simple negligence: Only for cardinal duty violations and limited to typical, foreseeable damage; indirect damages (e.g., lost profits, saved expenses) excluded.

13.3 Platform cap: Total liability from platform services max. annual remuneration of the affected service, to the extent legally permissible.

13.4 Data recovery: Liability only with appropriate customer backups, to the extent SANOVIO was not contractually responsible.

13.5 "Best price"/Savings: No guarantee for concrete savings/best prices (market/supply chain dependencies).

14. Confidentiality

Mutual business/operational secrets are to be treated confidentially for at least five years; disclosure only with consent or legal obligation. Data Wall: No disclosure of customer-specific purchasing strategies to manufacturers; anonymized/aggregated use of market data for product improvement/benchmarking permitted.

15. Export Control/Customs

Buyer/Customer observes import/export regulations (including USA/EU). Customs/duties/procedures are borne by him, unless otherwise agreed.

16. T&C Priority, Changes, Written Form, Severability

16.1 Priority. Only these T&C apply; deviating T&C of buyer/customer only with express, written recognition.

16.2 Changes. Changes/additions require written form; text form is not sufficient where written form is agreed/legally required.

16.3 Severability. Invalid regulations do not affect validity otherwise; instead of invalid regulation the legal regulation applies.