Terms of payment

General terms and conditions of sale, delivery and payment

If not specified otherwise in this Agreements. These terms applies:

Last updated: April 2026

1. General Terms

1.1. These General Terms and Conditions of Sales and Delivery (the “Terms”) apply to all purchases of products and services (the “Products”) from PentaBase A/S (“PentaBase”), unless you and PentaBase have signed a separate written agreement.

1.2. Additional terms apply to Products labeled “Research Use Only” (RUO). See section 5.3.

1.3. Additional terms apply to Products labeled as in vitro diagnostic devices (CE IVD). See section 5.4.

1.4. These Terms remain valid even if not physically attached to your order, provided they have been made available to you (for example, in an Order Confirmation or on an invoice).

1.5. A binding contract is formed when PentaBase sends you a written Order Confirmation or invoice. Prices shown in brochures, price lists, or on our website are estimates only and do not constitute binding offers.

1.6. If PentaBase’s Order Confirmation or invoice differs from your original order, those differences become part of the contract unless you object in writing within two (2) business days of receiving the Order Confirmation or invoice. PentaBase reserves the right to correct clerical or calculation errors on invoices.

1.7. The quantities and prices in your Order Confirmation or invoice are the quantities and prices that apply to your purchase.

1.8. Any special conditions you request will only be binding if PentaBase agrees to them in writing. If there is a conflict between these Terms and a separate written agreement, the written agreement takes priority.

2. Terms of Delivery

2.1. Unless otherwise agreed, all orders are delivered DAP (Delivered at Place), Incoterms 2020, to Petersmindevej 1A, 5000 Odense C, Denmark, by the delivery date stated in the Order Confirmation.

2.2. Shipping costs stated in quotes, price lists, or on our website are estimates only and serve as an indication of expected shipping charges. The final shipping cost will be confirmed in your Order Confirmation or invoice and may differ from the initial estimate. Shipping costs are subject to adjustment to reflect changes in courier rates, fuel surcharges, customs duties, regulatory fees, or other costs beyond PentaBase’s control.

2.3. Any variations from the standard delivery terms in section 2.1 must be expressly stated in PentaBase’s Order Confirmation or invoice.

2.4. If PentaBase is unable to deliver on time, or at all, due to events beyond its control (force majeure) occurring at PentaBase or its suppliers, PentaBase shall have the right to withdraw from the contract in whole or in part.

3. Transfer of Risk and Ownership

3.1. Transfer of Risk. Under DAP delivery terms, you assume all risk of loss or damage to the Products when they are made available to you at the agreed delivery location (specified in the Order Confirmation). If you fail to accept delivery on the agreed delivery date due to your own circumstances, risk transfers to you on that date regardless of whether you have taken possession.

3.2. Retention of Ownership. PentaBase retains full ownership of the Products until you have paid the purchase price in full, even after delivery. This means that until payment is complete:

(a) If you fail to pay, in whole or in part, or if PentaBase reasonably believes you will be unable to pay on time, you must return the Products to PentaBase immediately upon request, at your own risk and expense. You remain obligated to pay the full purchase price. This return right exists solely to allow PentaBase to recover its property and does not constitute a refund, cancellation, or release from your payment obligations.

(b) These rights do not limit any other rights PentaBase may have under these Terms or under applicable law.

4. Inspection and Acceptance of Shipments

4.1. Buyer shall immediately upon receipt carry out a thorough inspection of the delivered Products and shall notify PentaBase without delay and in any event within five (5) working days from receiving the order if any of the Products does not visibly conform with the specifications of the Products and to these Conditions, including but not limited to damages due to temperature. Buyer shall notify PentaBase of any other quality-related issues immediately and in any case within 30 (thirty) days from the date of receipt. PentaBase disclaims any, and all liability and Buyer waives all rights of recovery if Buyer fails to make a valid claim as described above or fails to make such a claim for defects or problems that it reasonably should have detected.

5. Use of the Products

5.1. The Products shall only be used following instructions for use provided by PentaBase.

5.2. Buyer shall, in any resale or other distribution of the Products, ensure that all relevant information accompanies them, including but not limited to safety information. If Buyer fails to do so, Buyer shall hold harmless and indemnify PentaBase for any claim against PentaBase.

5.3. Products labelled Research Use Only may

5.4. CE IVD labelled medical devices intended for in vitro diagnostic in compliance with EU Legislation. Product or parts of Product may not be resold or transferred without PentaBase’s written acceptance.

6. Records

6.1. Buyer shall maintain records for the Products as required by law, custom and practice, such that PentaBase at any time may easily track and recall the Products.

6.2. These records should be available 10 years after the last device has been distributed to the market upon request from PentaBase. Alternatively, can the information be transferred to PentaBase.

7. Recall of Products

7.1. PentaBase may recall the Products at any time for upon notification (e.g. Field Safety Notice (FSN) or a manufacturer incident report (MIR)). The party whose error or omission caused the recall shall bear all reasonable costs. If PentaBase caused the recall, it shall, at its discretion, provide replacement of the Products or refund the purchase price. This section comprises Buyer’s exclusive, aggregate remedies involving recall.

7.2. The Buyer may recall the products using a MIR.

7.3. The Buyer shall provide support in translating and distributing the FSN to the relevant end-users.

7.4. Buyer shall obtain all licenses and exchange control and other official approvals necessary for the import, distribution, and usage of the Products; failure to do so shall not discharge Buyer of any duties herein.

8. Terms of Payment

8.1. The buyer shall always pay in accordance with the specifications on the invoice.

8.2. PentaBase’s duty of sales and delivery herein is expressly conditioned on Buyer’s full performance of its duties of timely payment under these Conditions.

8.3. Buyer shall have no pledge or lien on the property of PENTABASE.

9. Limited Warranty and Limitation of Liability

9.1. PentaBase warrants that the Products are manufactured according to general industry standards and PentaBase’s written specifications, including but not limited to specifications describing the Products and instructions for the Products’ use (the “Warranty”). In case of defects or other non-conformity, PentaBase may at its discretion either replace the defective or non-conforming Products or reimburse Buyer for an amount equalling the purchase price paid for the defective or non-conforming Products in question.

9.2. This Warranty is the sole warranty provided as regards the Products, replacing and superseding all other warranties, whether expressed or implied by law, trade, custom, or otherwise, and the remedies described herein are the exclusive remedies of Buyer in case of defects or non-conformities.

9.3. Recovery under the Warranty is subject to Buyer proving actual loss, PentaBase’s breach of the Warranty, and demonstrating that Buyer stored, transported, handled, and used the Products in accordance with all PentaBase specifications and other written and oral instructions, as well as with all relevant laws, rules and guidelines and with general industry standards.

9.4. To the extent permitted by law, PentaBase shall, regardless of cause, have no liability for damage to Buyer’s or a third party’s property or for losses relating thereto.

9.5. Notwithstanding the above, PentaBase shall have no liability for any hazardous situations arising from or related to risks caused by the Products but generally deemed as reasonably acceptable under the relevant circumstances, whether or not a risk was known or foreseeable and including but not limited to risks warned of in PentaBase’s written information. Buyer waives all such claims.

9.6. PentaBase shall in no event, regardless of cause, be liable for any indirect, special, punitive or consequential losses or damages, including but not limited to loss of profit, loss of business, and legal costs or fees, regardless of whether such losses or damages are suffered by Buyer or a third party. For the avoidance of doubt, this limitation of liability shall apply regardless of the basis on which such losses or damages are based, including but not limited to delay, defects, product liability, professional liability, contract, warranty, and tort.

9.7. In respect of all third-party claims, including but not limited to negligence, death or personal injury, Buyer shall, to the extent permitted by law, hold harmless and indemnify PentaBase fully against any and all claims, costs and fees exceeding PentaBase’s relevant limits of liability expressed elsewhere herein.

10. Law and Jurisdiction

10.1. As permitted by law, PentaBase and Buyer waive all international trade provisions, even as enacted into law.

10.2. These Conditions shall be governed and construed in accordance with the laws of Denmark, except for any provisions on choice of law.

10.3. Any dispute, controversy or claim arising out of or in connection with these Conditions, including any questions regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the “Rules of Procedure of the Danish Institute of Arbitration” (“Danish Arbitration”), which rules are deemed to be incorporated by reference into this section 10. The language to be used in the arbitral proceedings shall be English, but the parties shall be entitled to produce documents without translation in English and Danish. The arbitral tribunal shall be composed of three (3) arbitrators appointed by the Danish Institute of Arbitration.

10.4. Notwithstanding the above, Buyer shall on request from PentaBase assist or become formally involved as a party, as the case may require, in any dispute between a third party and PentaBase no matter the jurisdiction, the venue and the language for such dispute.