GENERAL PURCHASE CONDITIONS of SentryX B.V.

Version: 1.0, effective date: 10 March 2026

Part A - General Article 1. DEFINITIONS

1.1 In these General Purchase Conditions of SentryX B.V., unless the context requires otherwise: “Article” means a provision of these General Conditions.

“Agreement” means an agreement between SentryX and Supplier which is concluded in accordance with Article 3.4 of Part A of these General Conditions.

“Background IP” means all existing IP Rights owned by or licensed to a Party prior to the Agreement or developed independently outside its scope.

“CE Marking” means that the relevant product meets EU safety, health or environmental requirements and is in compliance with EU regulations and directives.

“Confidential Information” means all information disclosed by one Party to the other Party, whether oral or written, including technical, commercial, regulatory and manufacturing information.

“Deliverables” means all Products, all documentation, software, drawings, manuals, reports, data, results related to the Products and/or the Services to be supplied and/or rendered pursuant to an Agreement.

“FAT” means Factory Acceptance Test, the test performed by the Parties or their respective representatives at Supplier’s facility in accordance with the protocol specifically written for this purpose to verify whether the relevant Product meets the Specifications.

“Force Majeure” means an event or circumstance which is beyond the reasonable control of a Party and which gives that Party reason to claim that it cannot properly perform its obligations, in whole or in part, whether temporarily or permanently, under an Agreement (the “affected Party”), including but not limited to, natural disasters, war, acts of terrorism, threats of terrorism, cyber crime, cyber attacks, accidents, explosions, nuclear incidents, diseases, epidemics, pandemics, acts or omissions of any governmental authority, de jure or de facto, governmental regulations or orders which prohibit or restrict the performance of the Services or the supply of the Products and/or restrictions or prohibitions on import and/or export.

“GAMP5” means Good Automated Manufacturing Practice, the guidelines set out in the guidance document issued by the International Society for Pharmaceutical Engineering “A Risk-Based Approach to Compliant GxP Computerized Systems” which provides pragmatic and practical industry guidance that aims to achieve compliant computerized systems validation and computerized systems that are fit for intended use in an efficient and effective manner, while also enabling innovation and technological advances.

“General Conditions” means these general purchase conditions of SentryX, consisting of Part A, Part B and Part C.

“GEP” means Good Engineering Practice, the generally accepted pharmaceutical engineering practices of the International Society of Pharmaceutical Engineering that apply to each Service, Deliverable and other activity performed by Supplier throughout the term of an Agreement.

“GMP” means Good Manufacturing Practice, the principles and guidelines for good manufacturing practices for medicinal products for human use as set out in: (i) EC Directives 2001/83/EC and 2003/94/EC with all relevant Annexes as may be supplemented or amended from time to time;

(ii) Eudralex Volume 4 “Good Manufacturing Practice for Medicinal products for Human and Veterinary Use”, as amended from time to time, and (iii) all guidance published by the European Commission and/or European Medicines Agency pursuant to such legislation from time to time.

“Installation” means the unwrapping of the Product, the moving of the Product to its final agreed location, the mechanical and electrical installation and connection to the utilities of the Product, the start-up of the Product for preparation to perform the SAT.

“IP Rights” means all rights, title and interest in patents, know-how, trade secrets, copyrights, neighboring and related rights, trademarks, trade names, domain names, data base rights other intellectual property rights, regardless of whether such rights are registrable, registered, unregistered or pending, including right, title and interest in inventions, discoveries, and improvements, including (i) copyrights in works of expression, (ii) patent rights in inventions and discoveries, (iii) trade secret rights in proprietary technology, and (iv) know how including financial, operating, training ideas, data, processes, procedures and materials, where (i)‒(iv) subsist in or relate to any method, process, compositions, improvements, calculations, data, specifications, papers, documents, any other items, material or information.

“MDR” means the Medical Device Regulation (EU 2017/745).

“Parties” means Supplier and SentryX; a “Party” means Supplier or SentryX.

“Products” means any movable goods to be purchased or purchased from Supplier by SentryX and to be delivered and delivered by Supplier to SentryX pursuant to an Agreement, such as but not limited to raw materials, tools, equipment, systems, components, spare parts, consumables, related documentation and user manuals, packaging materials and so on.

“Purchase Order” means in relation to the supply and delivery of Products and/or, as the case may be, the provision of Services by Supplier to SentryX (i) any written purchase order issued by SentryX, (ii) any quotation issued or offer made by Supplier which is signed for acceptance by SentryX or (iii) any statement of work under a framework agreement between the Parties which is signed for acceptance by both Parties.

“SAT” means Site Acceptance Test, the agreed test performed after Installation in the presence of the Parties or their respective representatives in accordance with the protocol specifically written this purpose to verify whether the Product meets the Specifications.

“SentryX” means SentryX B.V., having its corporate seat at Austerlitz, the Netherlands and its office address at Yalelaan 54, 3584 CM Utrecht, the Netherlands and registered with the Chamber of Commerce under number 70207410.

“Services” means any services provided or to be provided by Supplier to SentryX which are designated or referred to in the relevant Agreement.

“Specifications” means a separate document provided by SentryX to Supplier, or approved by SentryX when provided by Supplier, which stipulates all specifications, user, quality, quantity, storage, transportation and packaging requirements, and the limitations thereof, the agreed test method or test protocols (where applicable), the certificates of conformity or compliance, the certificates of analysis and other certificates required by SentryX, if any, for each type of Product or, as the case may be, for each type of Service, to be delivered by Supplier to SentryX.

“Standards” means GAMP5 and/or GEP and/or GMP and/or MDR and/or CE Marking as indicated in the relevant Purchase Order.

“Supplier” means the potential counter party or counter party of SentryX.

Article 2. APPLICABILITY

2.1 THE APPLICABILITY OF GENERAL TERMS AND CONDITIONS USED OR REFERRED TO BY

SUPPLIER IS HEREWITH EXPLICITLY REJECTED. These shall not apply to the legal relationship between SentryX and Supplier.

2.2 These General Conditions are applicable to all legal relationships of SentryX acting as potential purchaser or purchaser of the Products and/or the Services.

2.3 Stipulations deviating from these General Conditions must be made in writing and signed by duly authorized persons of the Parties.

2.4 Whenever “written” or “in writing” is used in these General Conditions, it shall also mean by e-mail, internet, electronic data transfer or by means of any other electronic medium. Whenever “delivery” is used in the General Conditions, it shall mean physical delivery.

2.5 The provisions of Part A and Part B of these General Conditions shall apply, if SentryX purchases one or more Products from Supplier pursuant to an Agreement. The provisions of Part A and Part C shall apply, if Supplier renders one or more Services to SentryX pursuant to an Agreement. If SentryX purchases one or more Products from Supplier and if Supplier provides one or more Services to SentryX pursuant to an Agreement, all provisions of these General Conditions shall apply.

2.6 In case of a conflict or inconsistency between one or more provisions of a Purchase Order and one or more provisions of these General Conditions, the provisions of the General Conditions shall prevail, unless explicitly agreed otherwise in the relevant Purchase Order.

Article 3. FORMATION OF AGREEMENT

3.1 An offer made by Supplier, including an offer made without engagement, cannot be revoked after acceptance of such offer by SentryX in writing.

3.2 A request for an offer by SentryX is without engagement.

3.3 SentryX shall only be bound by a Purchase Order, if the Purchase Order is in writing and not immediately revoked by SentryX after issuance. Each Purchase Order shall state the quantity of

the Products and/or a description of the Services, the delivery time and the price for the Products and/or Services, and where applicable, the applicable Standards and/or Specifications.

3.4 (a) If Supplier issues a quotation or makes an offer for the sale and supply of Products and/or the provision of Services, an Agreement is concluded when (i) SentryX accepts this quotation or offer in writing by signing it or (ii) SentryX accepts this quotation or offer by issuing a Purchase Order. (b) If a Purchase Order is placed by SentryX without a prior offer having been made by Supplier, an Agreement is concluded, when Supplier confirms the Purchase Order within five (5) working days in writing, unless Supplier notifies SentryX within five (5) working days of the date of the Purchase Order that it does not accept the Purchase Order or SentryX revokes the Purchase Order within five (5) working days of the date of the Purchase Order. (c) An Agreement is concluded when Supplier carries out the Purchase Order issued by SentryX with SentryX's consent but without Supplier having accepted the Purchase Order in writing.

Article 4. SCOPE OF SUPPLY

4.1 Supplier shall deliver the Deliverables in accordance with the Agreement, applicable laws and industry best practice.

4.2 The Deliverables include all items which are necessary and required for full operational use.

Article 5. PRICE AND PAYMENT

5.1 Unless agreed otherwise in writing, prices of the Products and/or Services are fixed and include all costs, and and no increase in the price specified in the Purchase Order may be made for any reason without the prior written consent of SentryX.

5.2 Unless agreed otherwise in writing, prices of the Products and/or Services shall be based on delivery DDP (Delivery Duty Paid) (a location indicated by SentryX in the Purchase Order) (Incoterms 2020), are exclusive of VAT and other taxes.

5.3 After the Products have been delivered to SentryX and/or the Services have been provided, Supplier shall invoice SentryX on the agreed date of delivery of the Products or, as the case may be, the agreed date of completion of the Services. SentryX shall pay undisputed invoices within thirty (30) calendar days from the agreed date of delivery of the Products or, as the case may be, the agreed date of completion of the Services. If payment is late, SentryX shall not be in default until it has received a notice of default from Supplier in which it is granted a reasonable period for performance of its obligations under the Agreement. If payment is still late and interest is due, the interest rate shall be no more than two percent (2%).

5.4 SentryX is entitled to set-off the amounts due to Supplier under an Agreement with any amounts owed by Supplier to SentryX for any reason whatsoever.

5.5 Payment shall not constitute an admission by SentryX as to the proper performance by Supplier of its obligations under an Agreement.

Article 6. DELIVERY AND TIME OF DELIVERY

6.1 Delivery of the Products and/or Services shall be on the basis of DDP (Delivery Duty Paid) (a location indicated by SentryX in the Purchase Order) (Incoterms 2020), unless agreed otherwise in writing.

6.2 Time shall be of the essence under an Agreement where a delivery or, as the case may be, a completion date is specified in the Purchase Order, unless agreed otherwise in writing. Where such date is stated as approximate or is not specified, SentryX may by notifying Supplier thereof in writing specify a delivery date for the purposes of which time shall be of the essence. Supplier shall confirm the actual delivery date for the Purchase Order in writing within five (5) working days after the Purchase Order has been placed. If Supplier fails to do so, or if the actual delivery date is not acceptable to SentryX, SentryX may cancel the Purchase Order without any compensation whatsoever being due by SentryX.

6.3 If Supplier is, or is likely to be, unable to effect delivery of the Products or, as the case may be, to provide the Services on or by the agreed delivery date or, as the case may be, the confirmed actual delivery date for the Purchase Order, Supplier shall promptly give SentryX written notice of the relevant circumstances together with a date upon which Supplier reasonably expects to be able to perform the Agreement. If SentryX does not agree with such new delivery date, the Parties shall negotiate in good faith another deleivery date. If the Parties fail to reach an agreement on a new delivery date within five (5) working days of Supplier’s aforementioned notice, SentryX is entitled to either (i) rescind, in whole or in part, or (ii) terminate the Agreement with immediate effect, without any compensation being due by SentryX and without prejudice to any other rights or remedies SentryX may have.

6.4 Supplier shall provide SentryX with all documents required to be delivered with the Products and/or the Services by the relevant applicable laws, rules, directives and regulations in the EU and any documents required by SentryX according to SentryX's instructions. If Supplier fails to provide SentryX with the required documents upon the agreed delivery date or the confirmed actual delivery date of the Products or, as the case may be, on the completion date of the Services, SentryX has the right to refuse delivery of such Products or, as the case may be, reject the Services. In such case, for the purposes of these General Conditions, the Products shall be deemed to be undelivered and, as the case may be, the Services shall be deemed to be not provided.

Article 7. INTELLECTUAL PROPERTY

7.1 Background IP is and shall remain the property of the owning Party.

7.2 All IP Rights embodied in the Products and/or the Services which are created specifically for SentryX shall vest in SentryX and are hereby assigned to SentryX. Supplier agrees to execute any and all further instruments, forms of assignment or other documents, and take such further actions, as SentryX may reasonably request, in order to transfer all of Supplier's rights in the aformenetioned IP Rights and effectuate the assignment.

7.3 Supplier grants to SentryX, and SentryX hereby accepts, a fully paid-up, worldwide, non-exclusive, perpetual, transferable (in connection with a transfer of the Product), irrevocable license to use, access, install, operate and maintain the software installed on the Product in connection with SentryX’s use of the Product. Unless otherwise agreed by the Parties there shall be no additional charge for any such software installed on the Product. The foregoing license includes the right to allow third parties or suppliers authorized by SentryX to, and for SentryX to grant sublicenses to such third parties solely for the benefit of the business operations of SentryX.

7.4 Supplier shall not reproduce, sell and supply SentryX-specific custom made equipment for and to SentryX’s competitors.

7.5 Supplier represents and warrants to SentryX that the Products and/or, as the case may be, the Services do not and shall not infringe on any third party's IP Rights and Supplier shall indemnify and hold SentryX harmless from and against any claims for infringement of third party rights, including but not limited to IP Rights, which are based on or arise as a result of SentryX's use of the Products and/or, as the case may be, the Services and against all damages, losses, costs and expenses for which SentryX may become liable as a result of such claims for infringement.

Article 8. CONFIDENTIALITY

8.1 Each Party shall keep the other Party’s Confidential Information strictly confidential. Each Party agrees that all Confidential Information of the disclosing Party is and shall be the sole property of the disclosing Party. The Party receiving the Confidential Information shall only use it for the purpose of performing its obligations under the Agreement.

8.2 Supplier undertakes to impose the confidentiality obligations set out in Article 8 of Part A of these General Conditions equally on any of its employees and third parties to which Supplier provides the confidential information on a need-to-know basis and only in relation to the performance of the Agreement (hereinafter “Representatives”). Supplier undertakes and warrants that such Representatives shall comply with the aforementioned confidentiality obligations. Each Party’s Representatives’ failure to comply with the confidentiality obligations of Article 8 of Part A of these General Conditions shall amount to a breach of confidentiality by the respective Party itself.

8.3 No information shall be considered confidential which:

(a) was already in the receiving Party’s possession at the time of the disclosure thereof, as established by written records; or

(b) is or has become public other than through fault or an unlawful act of the receiving Party; or

(d) is developed by or on behalf of the receiving Party without using or making reference to the Confidential Information, as established by written records.

8.4 A Party may disclose Confidential Information, to the extent necessary, (a) if required by court order or any regulatory authority, provided that the receiving Party gives reasonable written notice to the disclosing Party of such required disclosure and, at the disclosing Party’s request and expense, cooperates with the disclosing Party’s efforts to obtain a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation requires, or for which the order was issued; or (b) necessary to obtain approval or scientific advice of the relevant regulatory authorities; or (c) necessary for a patent or IP Rights application.

8.5 Each Party shall be entitled to disclose Confidential Information to the extent required by any applicable law, rule, regulation, order, decree or subpoena, except that the Party required to disclose the Confidential Information shall, unless restricted by applicable law or where not practicable, promptly notify the other Party of such requirement prior to the disclosure and shall cooperate with the other Party to seek to oppose, minimize or obtain the confidential treatment of the requested disclosure to the extent of such order.

8.6 All information provided by the disclosing Party to the receiving Party shall be and remain owned by the disclosing Party and the receiving Party shall immediately upon receipt of a request in writing, deliver to the disclosing Party all written, printed or other tangible things containing or representing Confidential Information or any part of it (including any copies, summaries or other records) and delete any Confidential Information from any computer in its possession or under its custody and control, except that the receiving Party may retain one (1) copy thereof solely for the purpose of determining the extent of its obligations hereunder. Further, the receiving Party shall not be obligated to destroy any electronically stored Confidential Information maintained in the ordinary course of the receiving Party’s business for archival, backup or disaster-recovery purposes (“Backup Media”); provided, however, that all such Backup Media shall remain subject to this Agreement as long as it remains undeleted.

8.7 All rights to use the Confidential Information shall cease immediately upon said request. Notwithstanding the return or destruction of Confidential Information, the receiving Party shall continue to be bound by its confidentiality obligations under this Article 8 of Part A of these General Conditions.

Article 9. REGULATORY COMPLIANCE

9.1 Supplier shall comply with all laws, rules and regulations which apply to the Products and/or the Services, including EU, national and US sanction laws and export control laws, as well as anti-fraud and anti-bribery regulations.

9.2 Supplier shall maintain necessary permits and certifications in respect of the Products and/or Services.

9.3 Supplier shall support SentryX in the performance of qualification activities such as but not limited to FAT/SAT documentation, where applicable.

Article 10. LIABILITY

10.1 These General Conditions do not affect liability based on mandatory law. The limitation of liability provisions in these General Conditions do not apply in the event of (a) gross negligence or willful intent on the part of Supplier or those of its employees belonging to its management,

(b) a breach by Supplier of Article 7 of Part A of these General Conditions, (c) a breach by a Party of Article 8 of Part A of these General Conditions, and (d) personal injury caused by the Products and/or Services. The limitation of liability provisions in these General Conditions do not apply to the indemnification provisions of Articles 7.5 and 11 of Part A of these General Conditions.

10.2 SentryX shall, irrespective of the legal basis for a claim, not be liable for Supplier’s use of testing materials provided by SentryX, whether such use is for testing of the Products and/or Services or otherwise.

Article 11. INDEMNITY

Supplier shall indemnify and hold SentryX harmless from and against against claims, losses and costs arising out of or in connection with product liability, and regulatory non-compliance of the Products and/or the Services.

Article 12. INSURANCE

Supplier shall take out and maintain one or more adequate insurance policies to cover the risks and liabilities associated with Supplier’s obligations under an Agreement and these General Conditions or as required under applicable law, including but not limited to general third party liability, product liability and professional liability insurance. Supplier shall immediately provide a copy of such insurance policies and evidence of payment of the premiums thereof, if so requested by SentryX.

Article 13. TERMINATION

13.1 If Supplier does not, not timely or not properly perform one or more of its obligations under an Agreement, SentryX shall give Supplier a written notice of default in which Supplier is given fourteen (14) calendar days to remedy the non-performance. If Supplier fails to remedy the non-performance within the time frame stipulated by SentryX,SentryX is entitled to, without prejudice to any other rights or remedies SentryX may have,without having to pay any compensation and by giving written notice to Supplier, (i) rescind the Agreement, in whole or in part, or (ii) terminate the Agreement with immediate effect, or (iii) suspend the performance of its obligations under the Agreement.

13.2 SentryX may terminate an Agreement for convenience upon given Supplier a reasonable written notice. Supplier will be paid on a pro rata basis for work properly performed and/or Services completed.

13.3 Without prejudice to any other rights or remedies SentryX may have, including the right to rescind the Agreement, in whole or in part, and without having to pay any compensation, SentryX is entitled to terminate an Agreement with immediate effect by giving written notice to Supplier if:

(a) Supplier applies for an adjudication in bankruptcy or a suspension of payments or any similar proceedings listed in the country where it is officially registered; and/or

(b) Supplier is declared bankrupt or granted a preliminary suspension of payments or suspension of payments; and/or

(c) any event analogous to the events referred to in Article 13.3 (a) or (b) of Part A of these General Conditions occurs with respect to Supplier under the laws of the jurisdiction in which Supplier has its registered office; and/or

(d) Supplier is dissolved or its business is transferred, in whole or in part, liquidated, wound up, discontinued or located abroad or a decision is taken in this respect; and/or

(e) any change occurs in the effective control over Supplier, or if Supplier is involved in or subject of a merger, spin-off or split-up, including a legal merger and legal split-off whereby "control" means the power, directly or indirectly, to direct or cause the direction of the management and policies of a person or entity or legal entity; and/or

(f) Supplier becomes involved in negotiations with one or more of its creditors or takes any other step with a view to the general readjustment or rescheduling of its indebtedness.

13.4 Supplier shall immediately notify SentryX in writing in the event that any of the events set out in Article 13.3 of Part A of these General Conditions occurs or has occurred with respect to itself.

Article 14. FORCE MAJEURE

14.1 Except as hereinafter provided, no Party shall be liable for any default or delay in the performance of its obligations under an Agreement where such failure is due to Force Majeure.

14.2 Upon the occurrence of an event constituting Force Majeure, the affected Party shall take all measures which may reasonably be required to perform its obligations under the Agreement as quickly as reasonably possible. The Parties shall, if necessary, jointly examine the measures to be taken to limit the effect of the Force Majeure.

14.3 In the event that the affected Party wishes to rely on Force Majeure, that Party shall notify the other Party by email as soon as possible, but in no case later forty-eight (48) hours after discovery of the Force Majeure.

14.4 If Force Majeure continues for more than two (2) months, SentryX may terminate the Agreement without liability.

Article 15. MISCELLANEOUS

15.1 If any provision is invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these General Conditions or the Agreement which shall remain in full force and effect. The Parties agree to substitute any invalid or unenforceable provision with a valid and/or enforceable provision which achieves to the greatest extent possible the objectives of the invalid or unenforceable provision.

15.2 None of the Parties may assign or encumber any of its rights or transfer its legal relationship under an Agreement without the prior written consent of the other Party.

15.3 Supplier may not sub-contract any of its obligations under an Agreement without the prior written consent of SentryX. If SentryX consents to the sub-contracting of any of Supplier's obligations under an Agreement, Supplier shall be jointly and severally liable with its sub-contractor for any damages, losses, costs and expenses suffered, incurred or to be incurred or to be suffered by SentryX as a result of or in connection with a breach by the sub-contractor of said obligations.

Article 16. DATA PROTECTION

16.1 Both Parties shall comply with the General Data Protection Regulation (EU 2016/679) and applicable data protection laws.

16.2 As a separate data controller, SentryX shall request, use and process personal data of Supplier’s contact persons for the purpose of the entering into, performance and management of a commercial/legal relationship with Supplier, including order handling and payment. The type of personal data that SentryX retains are: first and last name, function, company name, company telephone number, mobile phone number, e-mail address and company address.

16.3 These personal data will be stored in SentryX’s back-up servers located in The Netherlands. These personal data will be stored for a maximum period of seven (7) years from the date of termination of the commercial/legal relationship with Supplier. SentryX has taken appropriate technical and organizational measures to safeguard the security of these personal data and

protect personal data against loss, damage or against any form of unlawful processing. Each of Supplier’s contact persons has the right to request SentryX to be informed about which of his/her personal data are being processed and retained and, to the extent applicable, to request that these personal data be corrected, supplemented, deleted or blocked. Supplier’s contact person may also request SentryX to restrict the processing and receive the personal data in a structured commonly used format. Please send requests to this effect by email to: info@sentryx.nl.

Article 17. GOVERNING LAW AND JURISDICTION

17.1 All legal relationships between SentryX and Supplier shall be governed by the laws of The Netherlands, without reference to its conflict of law provisions. The provisions of the United Nations Convention on Agreements for the International Sale of Goods (1980) shall not apply.

17.2 If Supplier has its registered office within the European Union, the Parties explicitly agree that the competent court in Utrecht, the Netherlands has exclusive jurisdiction to settle all disputes arising under or in connection with any Agreement or the performance of any Agreement as well as any disputes regarding these General Conditions.

17.3 If Supplier has its registered office outside the European Union, the Parties explicitly agree that all disputes arising under or in connection with any Agreement or the performance of any Agreement as well as any disputes regarding these General Conditions shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Netherlands Arbitration Institute, as then in force. The arbitral tribunal shall consist of one (1) arbitrator in the event that the amount of the dispute is less than EUR 300,000 (three hundred thousand euro) and of three (3) arbitrators in the event that the amount of the dispute is EUR 300,000 (three hundred thousand euro) or more, unless the Parties agree in writing on a single arbitrator on such occasion. The arbitration tribunal shall decide in accordance with the rules of law and the terms and conditions of the Agreement. The place of arbitration shall be a mutually agreeable place in Amsterdam, the Netherlands and the arbitration shall be conducted in English.

17.4 The most recent version of the General Conditions is published on SentryX’s website: https://www.sentryx.nl. The General Conditions are registered with the Chamber of Commerce.

Part B – Products

Article 1. Delivery

1.1 Early delivery of the Products does not lead to a change in the agreed payment date for the Products.

Article 2. Packaging

2.1 Supplier undertakes to load, package, label and mark the Products properly and in accordance with the laws, rules, directives and regulations applicable in the EU at no additional cost to SentryX. If Supplier fails to do so, Supplier shall indemnify and hold SentryX harmless from and against any and all claims for compensation of damages, losses, costs and expenses suffered or incurred by SentryX or third parties in connection with or as a result of the loading, packaging, labelling and/or marking of the Products by Supplier.

Article 3. Ownership and Risk

SentryX shall acquire ownership of the Products, free of any liens, encumbrances or otherwise, upon payment of the price for such Products. Supplier is obliged to transfer all required documents evidencing the delivery and/or ownership of the Products to SentryX. Risk in respect of the Products shall transfer to SentryX on the date of delivery of the Products.

Article 4. Warranties

4.1 Supplier is obliged to satisfy itself of the purposes for which SentryX intends to use or apply the Products, failing which it shall be assumed that Supplier shall be fully informed of such purposes and the circumstances under which the delivery of the Products is to take place.

4.2 Supplier warrants with respect to the Products that on delivery and for a period of twenty-four (24) months from the date of delivery:

(a) all Products are and shall be in conformity with their respective Specifications, the Standards (where applicable) and the Agreement;

(b) all Products are new and are and shall be free from any defects in materials, manufacture and design and shall not be adulterated;

(d) all Products shall meet all relevant laws, rules, directives and regulations of the EU as well as all local statutory and governmental rules and regulations;

(e) the Products are fit for the purposes for which SentryX intends to use or apply them;

(f) to the extent applicable, Supplier shall strictly adhere to the relevant provisions of the Standards at all times; and

(g) to the best of Supplier’s knowledge, none of the Products infringe any third party rights.

Article 5. Inspection and Defective or non-conform Products

5.1 Unless agreed otherwise in writing, upon delivery SentryX shall inspect and/or test the Products prior to and/or after delivery in accordance with its internal procedures which apply to the relevant Product. SentryX shall notify Supplier in writing within fourteen (14) calendar days after discovery of a defect or non-conformity of one or more or all of the Products. Supplier shall then remedy this defect or non-conformity in accordance with the other provisions of this Article 5 of Part B of these General Conditions.

5.2 In case of a defect or non-conformity of the delivered Products, Supplier shall, at SentryX’s election, either supplement, replace or repair the Products, in whole or in part, all such at Supplier's cost and expense and within a reasonable period of time to be determined by SentryX, or SentryX shall be entitled to suspend payment, or rescind the Agreement, in whole or in part. If in SentryX’s opinion Supplier has failed to supplement, replace or repair the Products or has failed to do so in a timely manner, Supplier shall refund to SentryX the amount paid for the non-conforming Products. Subject to Article 6.1 of Part B of these General Conditions, Supplier shall compensate SentryX for any damages, losses and costs suffered by SentryX as a result of such defect, the handling of such defect, or non-conformity and/or rescission.

5.3 If SentryX requires Supplier to supplement, replace or repair the Products, in whole or in part, SentryX has the right to make such supplements, replacements or repairs itself or instruct a third party to do so at Supllier’s cost and expense, if the Products are required without delay or if Supplier fails to supplement, replace or repair the Products within the reasonable period determined by SentryX as stipulated in Article 5.2 of Part B of these General Conditions.

5.4 Delivered Products found to be defective by SentryX may at all times be returned by SentryX for the account and risk of Supplier.

5.5 In the event that SentryX's complaint relates to the quality and/or the Specifications of one or more of the Products and Supplier disputes such complaint, an independent expert will be appointed by the parties jointly within fifteen (15) working days from the date SentryX has notified Supplier of a complaint. This expert will examine and verify the quality and the Specifications of the Products concerned by comparing inter alia the information provided by either Party. This expert's opinion shall be made in writing and be binding on both SentryX and Supplier. The costs of this expert shall be paid by Supplier if SentryX's complaint is confirmed, in whole or in part, by this expert. If SentryX's complaint is denied by this expert, SentryX shall pay the expert's costs.

Article 6. Liability

Supplier’s liability towards SentryX under an Agreement shall be limited to the total invoice amount, including VAT for the Products charged to SentryX under such Agreement.

Part C - Services

Article 1. Warranties

1.1 Supplier is obliged to satisfy itself of the purposes for which SentryX intends to have the Services rendered, failing which it shall be assumed that Supplier shall be fully informed of such purposes and the circumstances under which the provision of the Services is to take place.

1.2 Supplier warrants with respect to the Services that:

(a) the Services shall be performed by capable, skilful and qualified personnel;

(b) the Services shall meet all relevant rules and regulations of the EU as well as all local statutory and governmental rules and regulations; and

(c) the Services shall be provided in accordance with the relevant Specifications, the Agreement and the relevant provisions of the Standards.

Article 2. Non-conforming Services

2.1 If one or more of the Services do not conform to the Agreement, SentryX shall notify Supplier thereof in writing within 1 (one) calendar month of the date of completion of the Services. In such case, Supplier shall, at SentryX’s discretion, either perform the relevant Services anew and free of charge, or reimburse SentryX for the price paid for such Services.

2.2 If Supplier and SentryX have agreed that Supplier shall perform an acceptance test for the Services, Supplier shall perform the acceptance test anew and free of charge until the Services pass the acceptance test. The Services shall be deemed accepted when they pass the agreed acceptance test.

Article 3. Liability

Supplier’s liability towards SentryX under a Agreement shall be limited to the total invoice amount, including VAT for the Services charged to SentryX under an Agreement plus, as the case may be, the purchase price to be paid or paid by SentryX for the Products in respect of which the Services have been or are to be provided.