ADDITIONAL TERMS AND CONDITIONS APPLICABLE ONLY IF SELLER IS INCORPORATED IN OR MAINTAINS ITS PRINCIPAL PLACE OF BUSINESS IN GERMANY

If Seller is a German resident, the following additional clauses shall apply and take precedence over any conflicting terms set forth in the present SIAL Terms and Conditions, without otherwise modifying the Terms and Conditions:

1/ Regarding Sections 11, 12 and 13: The Buyer and Seller acknowledge and agree that (x) the organization of Buyer’s supply chain and related logistics make it indispensable that all goods/services ordered are delivered in a timely manner and (y) any late performance on the part of Seller will immediately cause significant additional costs for Buyer.

2/ Regarding Section 13: Section 13 shall apply in the following version: The Buyer may, at its option, cancel this order without liability to the Seller (except for conforming shipments previously accepted by the Buyer) in the event the Seller shall cease to exist or become insolvent or the subject of bankruptcy or insolvency proceedings. The Buyer may further, at its option, cancel this order without liability to the Seller in the event Seller commits a material breach in the performance of any part of its obligations hereunder. This shall be without prejudice to any statutory right of cancellation that the Buyer may have under applicable law.

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