These T&C are relevant for all requisitions of goods and/or services provided by Supplier (as defined below) to BioNTech (such goods and/or services are the "Deliverables").

1.1 These T&C apply exclusively to all purchase orders and related agreements of BioNTech for the purchase of goods and services (“Purchase Orders”) from the contractual partner (the "Supplier"). 

1.2 Unless otherwise agreed in writing, these T&C shall apply to all present and future deliveries and services provided by the Supplier to BioNTech and no specific or additional reference to these T&C shall be required for these T&C to have effect. 

2.1 These T&C shall prevail over any of the Supplier's general terms and conditions of sale regardless of whether or when the Supplier submitted its sales confirmation or such terms. These T&C shall not be amended or revised, including by deviating or supplementing verbal agreements made prior to, or upon conclusion of, the agreement, without BioNTech's prior written agreement. 

2.2 Individual agreements signed by duly authorized representatives of both parties will prevail over these T&C.

2.3 Due delivery by the Supplier in accordance with the Purchase Order is deemed to be the Supplier's acceptance of BioNTech's Purchase Order. By accepting the Purchase Order, the Supplier confirms that it has taken note of these T&C.

2.4 The Supplier may provide cost estimates to BioNTech free of charge and without any obligation for BioNTech to accept such offers or estimates.

2.5 Supplier agrees to comply with the BioNTech Supplier Code of Conduct as amended by BioNTech from time-to-time available on BioNTech public website: https://investors.biontech.de/codes-conduct. BioNTech expects its suppliers and business partners to support BioNTech in ensuring compliance with the regulations and principles stipulated therein and enforcing concepts, values and behaviors consistent with those embodied in the Supplier Code of Conduct. BioNTech may terminate the Purchase Order if the Supplier is in breach of the principles and standards set forth in the BioNTech Supplier Code of Conduct. 

3.1 Deliveries shall be made DAP (Incoterms® 2020) to the place designated by BioNTech, unless otherwise agreed. Each delivery shall be accompanied by a delivery note. 

3.2 All deliveries and services by the Supplier shall meet the agreed timelines and due dates. An acceptance by BioNTech of a delayed delivery or a delayed service does not constitute a waiver by BioNTech of any damages or any other claims against the Supplier.

3.3 The Supplier will immediately inform BioNTech of any anticipated delay in delivery and/or performance of the services, and the reasons for such delay, and the expected duration of the delay. Partial deliveries by the Supplier are only permitted with BioNTech's prior written consent.  

3.4 BioNTech exclusively accepts receipt of goods on workdays (excluding weekends and public holidays) at the designated place of delivery according to the Purchase Order and during ordinary business hours from 9.00 a.m. to 5.00 p.m. In the event of operational disruptions due to force majeure, in particular strikes, lockouts, riots and war, BioNTech's obligation to accept delivery will be suspended for the duration of the disruption.

4.1 Shipping costs shall be borne by the Supplier unless expressly agreed by the parties otherwise in writing. 

4.2 Delivered goods must be duly packed and where appropriate, cooled by the Supplier to avoid any damage during transportation. The Supplier shall use environmentally friendly packaging materials and only packaging to the extent necessary. Title in the packaging shall pass to BioNTech unless the parties expressly agree that the packaging is required to be returned to the Supplier.  At BioNTech's discretion, the Supplier shall collect and accept the packaging or BioNTech shall dispose of the packaging at the Supplier's expense. Unless otherwise agreed in writing, all packaging costs are included in the purchase price of the goods.

4.3 All goods shall be shipped by the Supplier in full compliance with packaging, labeling, shipping, and documentation requirements, including requirements concerning hazardous materials, substances, and waste of all local, national, or international governmental agencies or authorities regulating any segments or modes of transportation employed to effect delivery of the goods to BioNTech. All hazardous materials, substances, and waste shall be packaged, marked, labeled and shipped in accordance with all applicable laws and good commercial and industry practice without charge to BioNTech unless otherwise specified on the applicable Purchase Order.

5.1 Title to delivered goods passes to BioNTech upon delivery. Reservation of title by the Supplier is excluded. BioNTech is entitled to process delivered goods, or to dispose of delivered goods, without further notice to the Supplier, irrespective of title and of any authorization by, or notification to, the Supplier.

5.2 BioNTech may set off all amounts payable by it to the Supplier against any amounts payable by the Supplier to BioNTech. 

Risk of loss in the goods delivered remains with the Supplier until acceptance of the goods by BioNTech or by BioNTech's authorized agents at the place to which the goods are to be delivered in accordance with the Purchase Order. Notwithstanding the foregoing, risk passes upon BioNTech's acceptance of any goods whenever, due to the nature of the goods, or if agreed by the parties, acceptance is required.

7.1 Unless otherwise agreed, all prices quoted are in RWF.

7.2 Prices quoted by BioNTech in the relevant Purchase Order are binding. Quoted prices include all costs for associated services and shall exclude payment of any other fees or costs.

7.3 If applicable, prices shall be quoted and invoiced including any applicable Indirect Tax, stating the relevant Indirect Tax-amount separately. For purposes of these T&C, “Indirect Tax” shall mean any indirect tax or fee, which includes any value-added tax (VAT), sales tax, excise tax, customs duties or other such indirect tax relevant to the Deliverables in the local taxing jurisdiction

The Supplier will email all invoices, stating BioNTech’s PO number in the invoices, immediately and exclusively (one time) after complete delivery, to the invoicing address as indicated in the Purchase Order, excluding any other or any parallel mailings (e.g. by printed mail etc.). The Supplier’s invoices will be accepted and shall be processed by BioNTech for payment only if the invoices are verifiable and contain detailed descriptions of the Deliverables. In addition, the Supplier must issue only one invoice per Purchase Order and must email the invoice as a single attachment in pdf-format only (no further attachments). BioNTech reserves the right to reject invoices that do not comply with the requirements as set out in this Section 8 and payments will only become due on receipt of a correct invoice.

9.1 Unless otherwise agreed, payments will be made net forty-five (45) days after receipt of the invoice by the relevant BioNTech legal entity, subject to proper delivery of goods and services to the place of delivery and subject to invoice verification.

9.2 If BioNTech detects defects in goods or services during the payment period, BioNTech is entitled to suspend payment until the Supplier has remedied the defect.

9.3 The Supplier's claims for payment cannot be assigned to any third party without BioNTech's prior written approval.

BioNTech shall inspect delivered goods for potential obvious defects and for externally recognizable deviations from completeness and identity of the delivered goods (incoming goods inspection). Incoming goods inspection shall be carried out not later than fourteen (14) days following receipt of the goods, and BioNTech shall notify the Supplier of any detected defects within a reasonable period.  If the goods are subject to acceptance, acceptance replaces the incoming goods inspection by BioNTech.

11.1 The Supplier represents and warrants that the goods and services are free from defects, fully comply with specifications, are in accordance with all applicable laws and regulations and meet all state-of-the-art standards in science and technology for the relevant field.

11.2 To remedy defects in the Deliverables, BioNTech may, at its sole discretion, seek replacement or repair of the defective good, or re-performance of the defective service, and shall notify the Supplier accordingly. The Supplier shall immediately begin remediation of the defect following receipt of BioNTech's notice. In the event of undue delays by the Supplier even after reminders by BioNTech and if the defect is not successfully remedied, BioNTech may choose to remedy the defect itself at the Supplier's cost and expense or to have it remedied by a third party, or otherwise BioNTech may choose to procure replacement of the defective goods or services. BioNTech may also choose to remedy the defect itself, have it remedied by a third party or procure replacement at the Supplier's expense if the Supplier fails to comply with its warranty obligation or if it would be unreasonable for BioNTech to expect remediation of the defect by the Supplier.

11.3 BioNTech's claims for the remediation of defects expire after three years from the passing of risk, unless a longer statutory period applies. The limitation period shall be extended by the time period starting with BioNTech's notification until remediation of the defect is completed. 

11.4 If the Supplier remedies a defect by exchanging essential spare parts, BioNTech's timelines for notification of defects and for the remediation of defects re-start again for the entire goods or service at the time the Supplier concludes the successful remediation with the essential spare parts.

12.1 All data and documents provided by BioNTech to the Supplier within the business relationship ("BioNTech Documents") remain the property of BioNTech. The Supplier may only use BioNTech Documents to provide the Deliverables and may not make them available to any third parties without BioNTech's written consent. After termination or expiry of the business relationship or if the BioNTech Documents are no longer required, the Supplier shall return them to BioNTech without further notice to do so, or otherwise shall destroy them with BioNTech's consent. The Supplier shall respect all copyright vested in the BioNTech documents. 

12.2 The Supplier is obliged to keep confidential, and shall not use except for the provision of goods and/or services under these T&C, all information and know-how disclosed by BioNTech or learned by Supplier, including information and know-how which relate to business, technical, scientific, organizational, financial, operational or regulatory matters or information and know how regarding intellectual property, services, processes, customers, suppliers, strategies, technologies, designs, specifications, trade secrets or other information and know-how relating to the business activities of BioNTech. The confidentiality obligations shall not apply to information (a) that has become public knowledge; (b) that is required by law or court order to be disclosed, provided in such case the Supplier uses commercially reasonable efforts to (i) promptly notify BioNTech in order to provide BioNTech an opportunity to seek any available protective order, (ii) provide BioNTech with reasonable cooperation, upon reasonable request, and (iii) disclose only the portion of information that is required to be disclosed under such law, regulation, or order; and (c) for which BioNTech has waived confidentiality of the relevant information in writing. The Supplier's confidentiality obligations continue for a period of ten years after these T&C terminate or the longest period as may be admissible under applicable law. If there is a valid confidentiality agreement in place between the parties, such confidentiality agreement shall stay in full force and effect according to the terms of the confidentiality agreement. If there is any conflict between the confidentiality and non-use provisions of any such confidentiality agreement and Sections 12.1 or 12.2 of these T&C, the confidentiality and non-use provisions of such confidentiality agreement shall prevail.

12.3 If applicable, BioNTech undertakes to process personal data of the Supplier (or its employees or, if applicable, of third parties), which are required in connection with the Deliverables, in accordance with applicable data privacy laws.

13.1 The Supplier hereby assigns to BioNTech all rights in all data, materials, documents, know-how, and all other results (together the "Results") obtained in the course of providing the Deliverables and/or fulfillment of the Purchase Order. BioNTech has the exclusive right to use the Deliverables and the Results commercially for any lawful purpose and to exploit the Deliverables and the Results, without limitation in terms of territory and time. All Results, goods and services and other items provided by the Supplier to BioNTech shall be free of third-party rights.

13.2 Payments payable by BioNTech are good and valuable consideration for the transfers of rights and grants of licenses to BioNTech and no additional payments for any fees or compensation shall apply.

13.3 No third party has the right to enforce any benefit under these T&C and, to the extent applicable, any such right granted by law or statute is expressly excluded. 

If inventions arise from the Results, for which an application for registration of intellectual property rights can be made (e.g. under patent laws), the Supplier shall inform BioNTech thereof without undue delay and provide all details of the inventions in a form and format capable of protection as intellectual property rights. Upon BioNTech's request, the Supplier shall claim all such inventions from its employed inventors without limitation and transfer these together with all details to BioNTech for protection as intellectual property rights, without limitation and without additional compensation due from BioNTech. The Supplier remains solely responsible for inventor remuneration of its employees in accordance with applicable laws.

15.1 The Supplier shall be liable for its performance in the course of providing the Deliverables in full accordance with applicable law and these T&C. 

15.2 The Supplier shall maintain sufficient liability insurance at its own expense for any costs, expenses and damages for which it and its vicarious agents are responsible. Upon BioNTech's request, the Supplier shall immediately provide written evidence of the existence and terms of the aforementioned insurance cover. The Supplier's contractual and statutory liability remains unaffected by the scope and amount of its insurance cover. 

16.1 BioNTech has a right to terminate these T&C for cause and with immediate effect if circumstances make it unreasonable for BioNTech to continue the Purchase Order and/or T&C with the Supplier, in particular (i) in the event of the Supplier’s insolvency or (ii) termination of business operations, or (iii) if the Supplier has or is reasonably alleged to have committed a breach of, or otherwise violates, applicable laws and regulations. BioNTech has the right to terminate these T&C and any associated Purchase Order for any or no reason upon at least ten (10) days advance written notice to Supplier.

16.2 Notwithstanding a termination for cause, BioNTech furthermore reserves all rights to all other potential claims, in particular without limitation, damages claims. 

The Supplier shall fully comply at all times with the applicable law, in particular (and without limitation) all laws and regulations concerning data protection, competition, anti-corruption and money laundering.

The Supplier shall not violate any applicable export control restrictions and shall ensure that it has obtained all necessary licenses or other approvals. In addition, the Supplier shall inform BioNTech immediately upon receipt of the Purchase Order of all potential export control restrictions for the ordered goods (including the classification of ordered goods as dual-use goods, the goods tariff number and the country of origin or the corresponding US Export Control Classification Number). 

19.1 In providing the Deliverables, the Supplier will fully comply with the current state of the art in science and technology in the relevant field, act with due diligence and fully adhere to all standards of a prudent merchant. 

19.2 The Supplier shall ensure that the Deliverables are provided by employees who are professionally skilled in the art, who are broadly experienced in the field and who are fully qualified for performing the Deliverables. 

19.3 Any changes to specifications of the Deliverables are subject to the prior written consent of BioNTech. In particular, changes that may have an effect on costs, quality or time plans must be formally agreed in text form as part of a Purchase Order amendment. Absent formal agreement on the Purchase Order amendment, BioNTech shall not be liable for any payment for changes to Deliverables. If the Supplier becomes aware of necessary changes, it must immediately notify BioNTech in writing accordingly.

20.1 BioNTech shall provide the Supplier with all available data and information that is necessary for providing the Deliverables.

20.2 Sharing data and information does not constitute the grant of any license, rights of use or intellectual property rights to the Supplier, except for a non-exclusive license to use such rights solely for the performance of services for BioNTech.

20.3 If applicable, the Supplier shall inform BioNTech of the Supplier's designated coordinator for the Deliverables or project lead ("Coordinator") and should not change the Coordinator unless (i) requested by BioNTech or (ii) it cannot otherwise be avoided for compelling reasons. Should the Supplier intend to change the Coordinator, BioNTech must be notified timely in advance. 

Subject to BioNTech's prior written approval, the Supplier may use subcontractors for the performance the Deliverables. The Supplier however remains fully responsible for all activities of the Supplier's subcontractors, and shall indemnify and hold harmless BioNTech against any claims, actions, demands, damages or losses caused by the Supplier's subcontractors.                    

The validity, interpretation and performance of all Purchase Orders between BioNTech and the Supplier shall be subject to and governed exclusively by the laws of the Republic of Rwanda without regard to the conflicts of laws provisions thereof.  The provisions of the United Nations Convention on the International Sale of Goods (CISG) shall not apply to these T&C or Purchase Orders or agreements that incorporate these T&C.  If any provisions of these T&C are inconsistent with the laws of the Republic of Rwanda, the appropriate judicial body shall construe such provision(s) by limiting such provision(s) so as to be enforceable to the maximum extent compatible with applicable law. 

All conflicts or disputes under these T&C or Purchase Orders or agreements that incorporate these T&C, including disputes relating to the conclusion, performance or interpretation of these T&C or such Purchase Orders, shall be resolved exclusively by the courts of the Commonwealth of Massachusetts.