General Terms and Conditions
— Products

Scope

These General Terms and Conditions ("GTC") shall apply to all commercial transactions between Destina Genomica S.L., a company incorporated under Spanish law with registered address at Av. de la Innovación 1, Office 112, 18016 Granada, Spain ("Destina Genomics" or "Company"), and its customers ("Customer") regarding the sale and supply of research products offered by Destina Genomics. The product portfolio includes, but is not limited to, the LiverAce™ SinglePlex, LiverAce™ COMBO, and any other genomic assay kits, reagents, or research tools developed and distributed by Destina Genomics.

Destina Genomics reserves the right to modify these GTC at any time. The most current version shall be published at www.destinagenomics.com and shall apply to all orders placed after its publication date. These GTC take precedence over any general terms or conditions of the Customer. Any deviations or additions are only valid if expressly agreed upon in writing by an authorised representative of Destina Genomics.

Research Use Only (RUO)

By placing an order, the Customer expressly acknowledges and agrees that:

1. All products are purchased and will be used solely for internal scientific research purposes;
2. Products will not be used in any clinical, diagnostic, or patient-care setting;
3. The Customer is solely responsible for ensuring compliance with all applicable local, national, and international regulations governing the purchase, transport, storage, handling, and use of biological research materials and reagents;
4. Destina Genomics accepts no liability for consequences arising from use of products outside the scope expressly stated in the applicable Instructions for Use (IFU).

Conclusion of the Order

Destina Genomics shall provide the Customer with a written quotation specifying product references, quantities, unit prices, applicable shipping costs, and estimated delivery timeframes. Quotations are valid for thirty (30) calendar days from the date of issuance, unless otherwise expressly stated. After this period, Destina Genomics reserves the right to revise pricing, availability, or lead times.

A binding contract is formed only upon: (i) written acceptance of the quotation by the Customer, and (ii) written order confirmation issued by Destina Genomics. All information provided by the Customer must be accurate, complete, and up to date. The Customer warrants that the person placing the order is at least 18 years of age and is legally authorised to enter into commercial agreements on behalf of the Customer entity.

The Customer may not resell, redistribute, transfer, or sublicense products to any third party without prior written consent from Destina Genomics.

Products and Instructions for Use

Each product is supplied with an Instructions for Use (IFU) document, available at www.destinagenomics.com/documentation/. The IFU constitutes a legally binding component of the product supply terms. Customers must read, understand, and strictly adhere to all instructions contained in the IFU before and during product use. Warranty claims are only valid where the Customer has demonstrably complied with the IFU.

Products within the Destina Genomics portfolio are designed for use with specific analytical platforms. Compatibility with other instruments or platforms is not guaranteed unless explicitly stated in writing. Products may be validated for cross-species use (e.g., human, rat, mouse, and other preclinical models); validated species and matrices are specified in the product datasheet. Use of products for species, matrices, or applications not listed in the datasheet is at the Customer's sole risk.

Delivery

Unless otherwise agreed in writing, delivery terms are Ex Works (EXW), Av. de la Innovación 1, Office 112, 18016 Granada, Spain (Incoterms 2020). Risk of loss or damage to products passes to the Customer upon handover to the carrier. Destina Genomics shall make commercially reasonable efforts to dispatch orders within the estimated lead time stated in the quotation, subject to product availability. Destina Genomics cannot guarantee exact delivery dates and shall not be liable for delays caused by third-party carriers.

Products requiring temperature-controlled transport (refrigerated or frozen) will be dispatched with appropriate validated packaging. To minimise transit delays and ensure cold chain integrity, shipments to European and international destinations are typically dispatched on Mondays and Tuesdays. Destina Genomics will notify the Customer in advance if expected dispatch is delayed beyond the stated lead time.

Partial deliveries are permitted where stock limitations require, and each partial delivery may be invoiced separately.

Packaging, Cold Chain, and Import

Shipping costs, including specialised cold chain or dry-ice packaging where required, are stated in the quotation and are borne by the Customer. The Customer is solely responsible for all applicable import duties, customs tariffs, taxes, and governmental charges levied at the destination country. Optional transport insurance is available at the Customer's request and expense.

Upon receipt of temperature-sensitive products, the Customer must: (i) inspect deliveries immediately; (ii) verify that packaging indicators confirm the cold chain was maintained throughout transit; and (iii) place products into the correct storage conditions as specified in the IFU without delay. Any cold chain deviations or product damage observed upon receipt must be reported to Destina Genomics in writing within twenty-four (24) hours of delivery. Claims for cold chain deviations reported after this period cannot be accepted.

Prices and Payment

All prices are stated in Euros (EUR) and exclude VAT and any other applicable indirect taxes, which will be added to the invoice as required by applicable law. Payment is due by wire transfer to the bank account indicated on the invoice, free of deduction. All applicable bank charges are borne by the Customer.

For the Customer's first order, full payment is required in advance prior to dispatch (advance payment). For all subsequent orders placed by the same Customer entity, payment is due within thirty (30) calendar days from the date of invoice, unless otherwise agreed in writing by Destina Genomics. If the Customer fails to make payment within the agreed term, Destina Genomics is entitled to:

1. Charge interest on overdue amounts at a rate of eight percent (8%) per annum above the reference rate of the European Central Bank, calculated daily from the payment due date until full settlement;
2. Suspend further order processing or dispatch until outstanding balances are fully settled;
3. Require advance payment for all subsequent orders.

Reservation of Title

All products delivered by Destina Genomics remain the exclusive property of Destina Genomics until full and unconditional payment of all amounts due has been received. In the event of payment default, Destina Genomics reserves the right to reclaim delivered products. The Customer shall bear all reasonable costs associated with the retrieval and return of goods. A payment default does not automatically constitute a rescission of the contract, unless such rescission is expressly stated in writing by Destina Genomics.

If Destina Genomics elects to rescind the contract, it may, at its sole discretion, claim a contractual penalty of up to twenty percent (20%) of the order value, in addition to any actual damages incurred.

Cancellation and Returns

Orders confirmed in writing by Destina Genomics may not be cancelled, modified, or deferred by the Customer without the prior written consent of Destina Genomics. Due to the nature of biological research reagents and cold chain requirements, product returns are only accepted in the following circumstances:

• The product delivered is demonstrably defective;
• The product delivered differs from the product ordered (delivery error by Destina Genomics).

All returns must be pre-authorised by Destina Genomics in writing before the Customer ships any product back. Products returned without prior authorisation will not be accepted. Destina Genomics reserves the right to charge a handling fee for any authorised return. Products that have been opened, altered, incorrectly stored, or used are not eligible for return.

Force Majeure

Neither party shall be held liable for any delay or failure to perform its obligations under these GTC to the extent that such delay or failure is caused by circumstances beyond its reasonable control. Such circumstances include, without limitation: acts of God, natural disasters, pandemic or epidemic, fire, flood, storm, earthquake, war, armed conflict, civil unrest, government actions, embargoes, regulatory changes, failures of utility services, or disruptions to supply chains or transport networks.

The party affected by a force majeure event shall: (i) notify the other party in writing as soon as reasonably practicable after the event arises, describing its nature and expected duration; (ii) use commercially reasonable efforts to mitigate the impact; and (iii) resume performance as soon as the force majeure ceases. Obligations are suspended for the duration of the force majeure event to the extent performance is directly prevented. If a force majeure event persists for more than ninety (90) days, either party may terminate the affected order in writing without liability.

Warranty

Destina Genomics warrants that products shall conform materially to their specifications and datasheet at the time of dispatch from Destina Genomics' facilities, provided that products are stored, handled, and used in strict accordance with the applicable IFU. This warranty is the Customer's sole and exclusive remedy for product non-conformity.

This warranty does not apply in any of the following circumstances:

• The Customer has not strictly followed the procedures described in the IFU;
• The product has been modified, combined with incompatible materials, or subjected to treatment inconsistent with the IFU;
• The product has been incorrectly stored, transported, or handled by the Customer or a third party after delivery;
• The claimed defect results from normal product degradation consistent with the product's specified shelf life;
• The claim is submitted outside the notification period specified below.

Customers must inspect all products upon receipt and submit any warranty claim or notice of defect in writing to Destina Genomics within fourteen (14) calendar days of receipt of the product. Claims submitted after this period will not be accepted. Where a valid warranty claim is accepted, Destina Genomics' sole obligation is, at its discretion, to replace the defective product or issue a credit note.

Destina Genomics does not warrant that its products or associated intellectual property licences are sufficient for all applications, combinations, or uses the Customer may intend. The Customer is solely responsible for securing any additional regulatory approvals, licences, or permissions required for its specific intended use.

Limitation of Liability

To the maximum extent permitted by applicable Spanish and EU law, Destina Genomics shall not be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to: loss of revenue, loss of profits, loss of anticipated savings, loss of business opportunity, loss of or damage to data, or damage to reputation, arising out of or in connection with the supply or use of Destina Genomics products, even if Destina Genomics has been advised of the possibility of such damages.

Destina Genomics' total aggregate liability to the Customer for all claims arising under or in connection with a given order shall not exceed fifty percent (50%) of the total amounts paid by the Customer to Destina Genomics under that order in the twelve (12) months preceding the event giving rise to the claim. This limitation does not apply in cases of wilful misconduct, gross negligence, or where liability cannot be limited under mandatory provisions of applicable law (including Spanish product liability legislation).

All claims for damages must be submitted to Destina Genomics in writing within six (6) months of the date on which the Customer became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim. Claims submitted after this period shall be time-barred.

Indemnification

The Customer shall indemnify, defend, and hold harmless Destina Genomics and its directors, officers, employees, contractors, and affiliates from and against any third-party claims, proceedings, liabilities, losses, damages, costs, and reasonable legal fees arising directly or indirectly from:

1. The Customer's breach of any provision of these GTC;
2. The Customer's negligence or wilful misconduct;
3. The Customer's use of products in a manner that is inconsistent with the IFU, applicable law, or these GTC;
4. The Customer's use of products for diagnostic, clinical, or other non-research purposes in violation of the RUO designation;
5. Any violation by the Customer of applicable laws, regulations, or third-party rights.

The Customer must notify Destina Genomics in writing immediately upon becoming aware of any actual or threatened claim that may give rise to an indemnification obligation.

Intellectual Property

All intellectual property rights relating to Destina Genomics products, including but not limited to Destina Chemistry, proprietary assay designs, trade marks (including LiverAce™), trade secrets, know-how, and all associated documentation and technical materials, remain the exclusive property of Destina Genomics or its licensors. Nothing in these GTC shall be construed as transferring or granting any ownership rights in Destina Genomics intellectual property to the Customer.

The purchase of a product grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to use the product solely for the Customer's own internal research purposes as set out in the IFU. This licence does not permit the Customer to:

• Manufacture, reproduce, or reverse-engineer any Destina Genomics product or component;
• Resell or sublicense products or any rights related thereto;
• Create derivative works based on Destina Genomics products or technology;
• Use Destina Genomics trade marks, logos, or branding without prior written consent.

All content on the Destina Genomics website, including logos, images, reports, and technical documentation, is protected by copyright and may not be copied, reproduced, or distributed without prior written consent from Destina Genomics.

Confidentiality

Each party agrees to keep confidential all non-public technical, commercial, and scientific information disclosed by the other party in connection with the purchase and use of products ("Confidential Information"), and to use at least the same degree of care as it applies to its own confidential information of equivalent sensitivity, and in any event no less than reasonable care. Neither party may disclose Confidential Information to any third party without the prior written consent of the disclosing party, except:

1. As required by applicable law, regulation, or binding order of a court or regulatory authority (with prompt prior written notice to the other party where legally permissible);
2. To legal, financial, or technical advisors who are bound by equivalent confidentiality obligations.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already in the receiving party's possession prior to disclosure, free of any confidentiality restriction; (iii) is independently developed by the receiving party without use of or reference to the Confidential Information; or (iv) is lawfully received from a third party without restriction.

Neither party shall disclose the existence or terms of any commercial agreement between the parties without the other's prior written consent, except that Destina Genomics may disclose such information to potential acquirers or investors under appropriate confidentiality obligations.

Data Protection

Destina Genomics processes personal data of Customers strictly in accordance with applicable data protection legislation, including Regulation (EU) 2016/679 (GDPR) and Spanish Organic Law 3/2018 of 5 December on the Protection of Personal Data and Guarantee of Digital Rights (LOPDGDD). Personal data collected in connection with orders (such as name, contact details, shipping address, and payment information) is processed solely for the purposes of order fulfilment, invoicing, and related commercial communications.

Full details of data processing activities, retention periods, and Customer rights (including the right of access, rectification, erasure, and objection) are set out in the Destina Genomics Privacy Policy, available at www.destinagenomics.com/privacy-policy/. By placing an order, the Customer acknowledges and accepts such processing. Where Customer personnel data is provided in connection with an order, the Customer warrants that it has obtained any necessary consents or has a lawful basis for sharing such data.

Governing Law and Jurisdiction

These GTC and any disputes arising from or in connection with them, including non-contractual disputes, shall be governed by and construed exclusively in accordance with the laws of Spain, excluding any conflict-of-laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG), the application of which is expressly excluded.

Any dispute that cannot be resolved amicably between the parties within thirty (30) days of written notice by one party to the other shall be subject to the exclusive jurisdiction of the courts of Granada, Spain. Notwithstanding the foregoing, Destina Genomics reserves the right to seek injunctive or other equitable relief before any court of competent jurisdiction where necessary to protect its intellectual property or confidential information.

Miscellaneous

Assignment. The Customer may not assign or transfer any rights or obligations under these GTC without the prior written consent of Destina Genomics. Destina Genomics may assign or transfer any rights or obligations to an affiliated company or to any successor entity in the context of a merger, acquisition, or reorganisation.

Severability. If any provision of these GTC is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable, while preserving the original commercial intent of the parties.

Entire Agreement. These GTC, together with the applicable quotation and order confirmation, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior negotiations, representations, warranties, and agreements. No amendment to these GTC shall be valid unless made in writing and signed by authorised representatives of both parties.

No Set-Off. The Customer may not set off any claims against payment obligations owed to Destina Genomics.

Address Changes. The Customer must promptly notify Destina Genomics in writing of any change to its registered address, billing details, or key contact information. Communications directed to the most recently notified address shall be deemed duly received.

Electronic Execution. These GTC and any related order documentation may be executed electronically (including by DocuSign or equivalent) or via email confirmation, and such execution shall be fully binding as if made in original written form.