Standard Terms and Conditions of Mint Medical GmbH (Mint Medical) for Services and Project-Services (Rev. 4/2022)

1. Applicability

(1) These standard terms and conditions shall apply to all contracts between Mint Medical and its customers in respect of services (Leistungen), in so far as not otherwise explicitly agreed upon in writing.

(2) These standard terms and conditions shall only apply, if the customer is a merchant and the contract is made within his trade business, or if the customer is a legal person or a trust under Public Law in the meaning of § 310 para. (1) sentence 1 of the German Civil Code (BGB).

(3) The standard terms and conditions of Mint Medical shall apply exclusively. Contrary or deviating terms of the other party shall only be binding if and to the extent that Mint Medical explicitly consents to their validity in writing. The standard terms and conditions of Mint Medical apply, even if Mint Medical fulfills the order of the customer without reservation in the knowledge of contrary or deviating terms of the customer. Deviating agreements apply only to a particular agreement and not to future agreements, unless otherwise explicitly agreed upon in writing.

2. Scope of orders

(1) The services (Leistungen) of Mint Medical will be provided in any case within the agreed scope as services (Dienstleistungen) and/or project‐services (Werkleistungen) in accordance with the applicable statutory requirements unless otherwise provided in these standard terms and conditions.

(2) Mint Medical and the customer are each authorized to apply in writing for modifications to the agreed upon scope of services. Mint Medical and/or the customer shall examine the possibility of implementing this modification after service of the application therefore. The result of this examination shall be communicated to the other party in writing without delay. Mint Medical is authorized to invoice its costs to the ordering party, in so far as the ordering party's application for modification requires a comprehensive and costly examination. The contractual adjustments necessary for such an examination and/or for a modification to the agreed upon scope of services shall be set forth in a supplementary agreement.

3. Fulfillment of orders

(1) Orders shall be fulfilled observing the current state of science and technology.

(2) Only Mint Medical is authorized to direct its employees.

(3) Mint Medical is authorized to obtain the services of third parties for the fulfillment of orders. Mint Medical alone, however, remains directly obligated to the customer.

4. Duties of the customer

(1) The customer shall provide Mint Medical in sufficient time before the fulfillment of the order, without charge, all information, materials,  devices, documents and things, plans, etc., necessary for the fulfillment of the order, and shall do so, if necessary, at its own cost.

(2) In so far as Mint Medical carries out its duties at the location of the customer, the customer shall provide the personnel of Mint Medical, or of the third parties mandated by Mint Medical access to all space, installations (hardware, software, networks, etc.) and other instrumentalities, during the usual business hours and within operational rules of access without cost, which is ordinarily necessary for Mint Medical to provide the service. If need be, the customer will obtain  functional work stations (Arbeitsplätze), at no cost to Mint Medical, for  the employees of Mint Medical or for third parties mandated by Mint


(3) The customer will furthermore participate in anyway necessary in the fulfillment of the order.

(4) If the customer does not or does not timely fulfill his obligations under paras. (1) ‐ (3) and if this leads to delays and/or additional work, the  agreed upon time frame and/or the agreed upon remuneration shall increase accordingly.

5. Remuneration and payment times

1) The services and project‐services will be invoiced at the unit price or on a time‐and‐materials basis as set forth in the offer after completion and/or acceptance of the services (Leistungen), unless another form of invoice and payment is agreed upon in the offer. In the case of services  (Dienstleistungen) and project‐services on a time‐and‐materials basis, the accruing hours worked and travel time shall be invoiced at the applicable hourly rates and the used materials at the prices applicable at the time of the service (Leistung). Other costs, especially commuting, food, and lodging, will be additionally invoiced. Estimated

prices for services (Dienstleistungen) and project‐services on a time –and-materials basis contained in the offer are non‐binding.

(2) Value‐added tax shall be invoiced separately at the applicable value added tax rate.

(3) Invoices are payable in full within 30 days of the invoice date.

(4) In case of default, interest shall be payable at the legal rate. The right to claim further damages shall not be excluded.

(6) Customers can only set off non‐appealable or unchallenged counterclaims, counterclaims recognized by Mint Medical or counterclaims resulting from the same contractual relationship.

6. Acceptance

(1) Project‐services shall be accepted by the customer unless they deviate significantly from the agreed‐upon  description of services (Leistungsbeschreibung). Immaterial deviations do not authorize the ordering party to refuse acceptance. The obligation to cure defects within the scope of liability for warranties  remains unaffected thereby.

(2) Confirmation of compliance with the agreed upon description of services shall be prepared by both parties by the mutual execution of a protocol of acceptance.

(3) Placing the result of the project in operation and/or the productive use of the project or of parts of the project shall be deemed to be an acceptance.

7. Warranties in the case of project-services

(1) Mint Medical warrants that project‐services are performed free from defects of material or of title. In particular the project‐services performed are in accordance with the agreed‐upon description of services (Leistungsbeschreibung) and with the agreed‐upon scope of services (Leistungsumfang).

(2) In case of defects of the project‐services, Mint Medical shall be liable as follows:

a) At the discretion of Mint Medical, Mint Medical shall cure the

defects or perform new project‐services.

b) In the case of failure to cure within a reasonable time, the customer

may at his own choice reduce the payment or, insofar as the value or usability of the project should be substantially reduced, demand rescission of the contract, provided that claims for further damages remain unaffected hereof.

c) In the case of defects of material or of title, the customer shall notify Mint Medical immediately hereof in writing.

(3) The limitation period for warranty claims shall be twelve months after acceptance, with the exception of claims resulting from damages to life, body or health, from guarantees, as well as claims based on intent or gross negligence. In these cases, the relevant statutory periods of limitation apply.

(4) Statements in documentation, prospectuses, project descriptions, etc. do not constitute warranties or guarantees. Warranties or guarantees require the explicit written confirmation of Mint Medical in any case.

(5) Apparent errors such as typographical errors, calculation errors, defects of form, etc., which are contained in a report, expert opinion, or other professional utterance of employees of Mint Medical may be corrected by Mint Medical at any time.

8. Liability

(1) Mint Medical shall be liable for claims for damages and expenses of the customer (hereinafter claims for damages), based on whatever reason, including claims  based on tort, solely in case of intentional or grossly negligent actions, in case of damages to life, body or health of persons, in case of a mandatory liability under the German Product Liability Act (Produkthaftungsgesetz), in case of guarantees and in the case of breach of material contractual obligations. Material contractual obligations are such the performance of which makes the fulfilment of the contract at all possible, the violation of which jeopardizes the achievement of its purpose, and on the performance of which the parties can regularly rely. In the case of breach of material contractual obligations, the liability for damages shall be limited to the contract‐typical and foreseeable amount and shall be subject to the limitation period of one year from the delivery of the service, unless in the case of intentional or grossly negligent actions or in the case of damages to life, body or health of persons. The aforementioned regulations shall not imply a change of the burden of proof at the expense of the customer.

(3) Mint Medical shall be liable for the loss of data saved only, if the customer has insured by proper data backups that this data can be restored with reasonable efforts. The amount of liability is limited to the expenses incurred for restoration of data. This limitation of liability does not apply if the data backup was owed by Mint Medical .

(4) In so far as the liability of Mint Medical is limited, this shall also apply to the employees of Mint Medical and to any third parties mandated by it.

(5) The customer shall notify Mint Medical without delay in writing of any damages for which Mint Medical may be responsible, and give Mint Medical the opportunity to examine the damages and their cause.

(6) If the customer has changed the project partly or entirely without authorization of Mint Medical, Mint Medical shall not be liable except for the customer proving that the damage has not been caused by such aforementioned change of the project.

9. Confidentiality

(1) The parties shall not make economic, technical and other information and knowledge, either made available by the respective other party in the preparation and execution of orders or otherwise having come into  the knowledge of the parties, available to third parties or use it for their own purposes beyond the purposes of the order without the prior written consent of the respective other party for the duration of

the mandate.

(2) The obligation in accordance with para. (1) does not apply to

information and knowledge, which

 was known to Mint Medical before the issuance of the mandate,

 Mint Medical legally received from third parties,

 was generally known upon the issuance of the mandate,

 became known subsequently without a breach of the obligation in accordance with para. (1)

(3) The obligation under para. (1) applies to both parties after the expiration of the mandate for another two years.

(4) The customer recognizes the necessity of scientific presentations and publications by Mint Medical and will therefore not unreasonably withhold any consent necessary under para. (1).

10. Data Protection

The parties shall process or use personal data of the respective other party only for contractually agreed upon purposes under the observation of statutory requirements.

11. Inventions

(1) Inventions, which are jointly made by the employees of Mint Medical and the customer during the execution of a mandate as well as protected privileges issued therefore stand at the joint disposal of the parties.

(2) Inventions which are made during the fulfillment of an order by employees of Mint Medical as well as protected privileges issued  therefor belong to Mint Medical. Inventions which are made during the execution of a mandate by the employees of the customer as well as protected privileges issued therefor belong to the customer.

(3) The grant of licenses to inventions in the sense of paras. (1) and (2) and to the protected privileges issued therefor requires a special written agreement.

12. Work product

(1) Unless otherwise agreed in writing, Mint Medical grants to the customer a non-exclusive, non-transferable and non-sublicensable right to use the work products of any kind, such as, for example, documentation, reports, planning documents, evaluations, drawings, program materials, etc., created for the customer on the basis of the agreement and within the scope of the agreed services; such right being  limited to the purpose of the agreement and, if applicable, for the duration specified in the offer. Mint Medical reserves, however, in any case, a non‐remunerated and non‐exclusive right to use such work product for the purposes of research and education.

(2) Mint Medical carries no responsibility if technical documentation provided to it by the customer or within the customer's mandate breaches existing copyrights, industrial property rights, or other rights of third parties. The customer is alone liable if rights of third parties are violated by the use of such documentation. The customer shall indemnify Mint Medical against all claims of third parties for any such violation upon demand. Item no. 8 herein remains unaffected.

13. Termination

(1) Notwithstanding other agreements contracts can be terminated at any time on 30 days' notice to the end of a calendar month.

(2) The termination of contracts for good cause is possible at any time.

(3) In those cases of termination under paras. (1) and (2) the customer shall pay the remuneration minus that part of the remuneration for the agreed‐upon scope of services, which was saved by the termination. Mint Medical has an additional claim to payment for the services and costs which accrue in  connection with the termination, also in respect of third parties.

(4) If the termination occurs for reasons to be attributed to Mint Medical, then Mint Medical has a claim to payment for the services (Leistungsumfang) brought up to that time only in so far as they can be used by the customer.

(5) Termination requires the written form in any case.

14. Issuance of documents and things, retention right

(1) The customer may demand the return by Mint Medical of the documents and things issued to it after expiration of a mandate. Mint Medical may refuse this return, until all of its claims under the agreement have been satisfied, in so far as such retention of particular documents and things in light of the facts and circumstances, especially in terms of the relative immateriality of the amounts owed, does not violate public policy.

(2) Mint Medical can produce and retain duplicates or copies of documents which it returns to the ordering party for verification purposes, provided that retention is required for legal or other reasons, or if these are routine backup copies of electronic data traffic.

15. General provisions

(1) Agreements are concluded in written form. Side agreements are only effective if they have been confirmed in writing by Mint Medical.

(2) The transfer of rights and duties under the agreements by the customer to third parties requires the prior written consent of Mint Medical.

(3) Jurisdictional venue is Heidelberg, Germany.

(4) The law of the Federal Republic of Germany applies  exclusively to all contractual relations.