This Agreement for the Sale of Goods (“Agreement”) sets forth the terms and conditions under which Korva Solutions, LLC, a Delaware Limited Liability Company (“Seller”), agrees to sell certain products to the individual or corporate entity whose name and address is set out in Schedule A (“Buyer”).

By signing this Agreement, Buyer agrees to be bound by the terms and conditions contained herein.

Acceptance of Agreement. This Agreement sets forth the terms and conditions under which Seller agrees to sell Goods to Buyer. Buyer’s execution of this Agreement, submission of any purchase order, or acceptance of delivery of Goods shall constitute Buyer’s acceptance of and agreement to be bound by the terms of this Agreement. Seller’s acceptance of any purchase order, shipment of Goods, or performance under this Agreement shall not require Seller’s signature for this Agreement to become binding upon Buyer.

Background

Whereas, Seller is a distributor of certain Lilium cosmetic goods manufactured by Neobiosis, LLC, a Florida limited liability company ("Lilium") as defined herein;

Whereas Buyer desires to purchase the cosmetic products as defined below for use as part of its service offerings;

Whereas the Parties intend for this document to reflect the agreed upon terms and conditions governing their business relationship;

Wherefore, in consideration of the promises and conditions expressed herein, and other good and valuable consideration, the Buyer agrees as follows:

1. Description and Quantity of Goods. During the term of this Agreement, and from time to time, Seller shall deliver the Goods to Buyer, and Buyer shall accept and pay for such Goods, as defined in Schedule B of this Agreement, attached and incorporated by reference into this Agreement as if fully set forth herein ("Goods" or "Products"). The Goods covered by this Agreement are only those specifically identified hereunder.

2. Terms and Conditions for Sale of Goods

(a) Seller's Business Terms and Conditions for Sales of Goods. Buyer acknowledges receipt and understanding of Seller's policies set forth in Seller's Business Terms and Conditions for Sales ("Sales Terms") attached as Schedule C and made part of this Agreement by reference. The Sales Terms govern the sale of Goods.

(b) Purchase Orders. Buyer shall order and Seller shall deliver Goods to Buyer in accordance with the terms set forth in the Sales Terms.

(c) No Conflicting Terms. The Parties agree that the terms of this Agreement shall prevail over any conflicting terms and conditions in any Purchase Order or any authorized electronic form submitted for placing orders. Any additional or different terms or conditions in any Purchase Order or other instrument or submission from the Buyer shall be deemed objected to by Seller without the need of any further or additional notice of objection, and such additional or different term shall be of no effect or in any way binding upon Seller.

(d) Acceptance of Purchase Orders by Seller. Purchase Orders are subject to written acceptance by an authorized representative of Seller. Purchase Orders submitted by Buyer hereunder shall not be binding on the Seller until the earlier of written acceptance by Seller or shipment, and acceptance by shipment shall only be binding as to the portion of the Purchase Order actually shipped by Seller. Any automatic or computer-generated response to a Purchase Order by Seller's automated response system or otherwise shall not be deemed acceptance of a Purchase Order. Notwithstanding the foregoing, Seller reserves the right to refuse, cancel or delay any Purchase Order placed by Buyer and accepted by Seller when Buyer is delinquent in payments or when Buyer has failed to perform any of its material obligations under this Agreement.

(e) Pricing; Payment. The price for the Goods shall be determined based on Seller's most recent price list on or before Buyer's last Purchase Order list ("Price List"). Buyer acknowledges that prices may fluctuate based on Seller's pricing policies and market conditions. Any Purchase Order placed by Buyer will be subject to the prices listed in the Seller's Price List applicable on the date of such order. Buyer shall pay for the Goods prior to shipment. Seller shall not ship unpaid Goods. The price for the Goods covered by this Agreement excludes all transportation costs, freight, insurance and special handling and packaging, or any required federal, state or local sales or other taxes (except for taxes based on Seller's net income), duties, export or custom charges, brokerage or other fees, for which costs Buyer shall be fully responsible. Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Seller shall be made without Seller's prior, express written approval.

(f) Non-Circumvention. Buyer acknowledges that Seller has invested substantial time and resources in establishing its relationship with the manufacturer and suppliers of the Goods. Buyer agrees that during the term of this Agreement and for a period of two (2) years following termination or expiration of this Agreement, Buyer shall not directly or indirectly circumvent, bypass, or attempt to circumvent Seller by purchasing the Goods directly from the manufacturer, supplier, or any other distributor of the Goods that was introduced to Buyer through Seller or through Buyer’s relationship with Seller. Buyer further agrees not to take any action intended to avoid Seller’s role as the distributor of the Goods. Any violation of this provision shall constitute a material breach of this Agreement.

(g) No Resale. Buyer acknowledges that the Goods sold hereunder are not intended for resale to third parties. The Goods may only be used by Buyer as part of its service offerings in Buyer's business. Resale of Goods by Buyer shall constitute a material breach of this Agreement and grounds for immediate termination by Seller.

(h) USE OF GOODS. THE GOODS USED AS PART OF BUYER'S BUSINESS AND SERVICES MUST BE UTILIZED SAFELY BY THE APPROPRIATELY LICENSED PROVIDERS BASED ON PATIENT HISTORY AND ASSESSMENT, WITHIN THE SCOPE OF THEIR LICENSE AND AS THE LICENSED PROVIDER DEEMS APPROPRIATE. SELLER MAKES NO RECOMMENDATIONS ON GOODS USAGE OR TECHNIQUE.

(i) No Alteration. Buyer shall not tamper with, alter, modify, reproduce the Goods or any material bearing the Supplier IP.

3. Marketing & Promotional Materials

3.1 Seller may furnish promotional materials ("Supplier Promotional Materials") from Lilium to Buyer from time to time containing literature about the Goods that may be used to provide information regarding the Goods as part of the Buyer's service offerings. Buyer acknowledges and agrees that Seller or Lilium, as applicable, retains ownership of all proprietary rights, including intellectual property rights or Lilium intellectual property as defined below, in and to the Supplier Promotional Materials. Buyer is not authorized to make any commitments or representations on behalf of Seller or Lilium regarding the Goods.

3.2 Promotion of the Goods, in any form and medium (i.e., online, digital, print) shall follow exactly Lilium's Trademark and Regulatory Guidelines, incorporated and made part of this Agreement as if fully set forth here, as Schedule D, which may be amended and supplemented by the Seller or Lilium from time to time. Buyer shall not make unauthorized use of Seller or Lilium's intellectual property, as defined below, in the Supplier's Promotional Materials. The Buyer's promotional materials shall not include false, or misleading statements or representations about the Goods. Buyer acknowledges that it shall not make any misrepresentations or misleading statements regarding the Goods, or to promise outcomes as a result of the use of the Goods.

3.3 Regulatory Marketing Restrictions. Buyer shall not advertise, market, promote, or represent the Goods as treating, diagnosing, curing, or preventing any disease or medical condition, nor represent the Goods as a drug, biologic, stem cell therapy, or medical treatment unless expressly authorized in writing by Seller and permitted under applicable law. Buyer assumes full responsibility for all representations, advertising, marketing, and promotional statements made regarding the Goods and agrees to indemnify and hold Seller harmless from any regulatory action, investigation, claim, or liability arising from such representations.

3.4 Regulatory and Medical Claims Compliance. Buyer acknowledges that the Goods are cosmetic products and are not approved by the U.S. Food and Drug Administration (FDA) to diagnose, treat, cure, or prevent any disease or medical condition. Buyer shall not represent, advertise, promote, or imply that the Goods are stem cell therapies, regenerative medicine treatments, drugs, biologics, or medical treatments, nor make any claims that the Goods can diagnose, treat, cure, or prevent any disease or medical condition unless expressly authorized in writing by Seller and permitted under applicable law. Buyer assumes full responsibility for all clinical decisions and for any marketing, advertising, or promotional statements made regarding the Goods.

3.5 Buyer acknowledges and agrees that any violation of this section 3 constitutes a material breach and is grounds for termination by Seller.

4. Intellectual Property

4.1 No Trademark Rights and no Transfer of Rights. Buyer acknowledges that the Goods and any accompanying documentation or materials are covered by intellectual property rights owned by the Seller or Lilium, respectively. Buyer acknowledges and agrees that this Agreement does not and will not confer upon Buyer any goodwill or other interests in any intellectual property owned by the Seller or Lilium ("Supplier IP"), including but not limited to, patents, trademarks, service marks, trade secrets, copyrights or other intellectual property, all rights to which remain with Seller or Lilium as applicable. Buyer will not challenge the ownership of the trademarks in any way and has no right to acquire, claim title, transfer, sub-license, assign, or encumber the trademarked Goods in any way.

4.2 Notwithstanding the above, Buyer is granted a limited, revocable license, only while this Agreement is in force and effect to the Supplier IP solely the following specific uses: (a) in order to use authorized Seller and Lilium issued promotional materials; and (b) use of service marks on the Goods and in any packaging specifically as Seller shipped them.

4.3 Buyer shall not remove or conceal any trademarks or trade names from the Goods or its packaging.

5. Delivery; Title and Risk of Loss. All Goods acquired by Buyer under this Agreement will be suitable packaged for shipment in Seller's standard packaging as set forth in the Sales Terms. The Goods shall be delivered to Buyer at Buyer's address. Buyer's right to inspection, acceptance and rejection of Goods are set forth in the Sales Terms.

5.1 Storage and Handling Responsibility. Buyer acknowledges that the Goods require specialized storage and handling conditions. Upon delivery of the Goods to Buyer’s facility or designated carrier, Buyer assumes full responsibility for the proper storage, handling, and maintenance of the Goods in accordance with all manufacturer guidelines and applicable standards, including required temperature conditions. Seller shall not be responsible for any loss, damage, degradation, or destruction of the Goods resulting from improper storage, freezer or equipment malfunction, power outage, transportation delay after delivery, or any other event occurring after delivery to Buyer. Buyer assumes full responsibility for maintaining appropriate monitoring systems and safeguards to ensure proper storage conditions for the Goods.

6. Seller's Right to Delay or Cancel. The Parties agree that any stated delivery dates are approximate, and that delivery of any Goods ordered under this Agreement may be delayed for a reasonable period of time sufficient to allow Seller to acquire the Goods for Buyer. The Parties further agree that Seller shall not be held liable to Buyer or any other party for any losses, damages, penalties, or expenses for any delay in delivery of the Goods. Notwithstanding any other terms contained in this Agreement, Seller reserves the right to refuse, cancel or delay any shipment to Buyer if any amounts due to Seller from Buyer for any reason become past due, when payment for a shipment has not been arranged to Seller's reasonable satisfaction, or when Buyer has failed to perform any of its material obligations under this Agreement. Such refusal, cancellation or delay of any shipment shall not be deemed a breach or default of this Agreement by the Seller.

7. Disclaimer of Express and Implied Warranties. Seller warrants that the Goods are as described in this Agreement, but no other express warranty is made with respect to the Goods. Seller makes no warranties, express or implied, or promises or obligations with respect to the Goods. Seller disclaims any and all warranties, including the warranties of fitness for a particular purpose and merchantability.

THE GOODS SOLD UNDER THIS AGREEMENT ARE PURCHASED BY THE BUYER "AS IS" AND "WITH ALL FAULTS" AND SELLER DOES NOT PROVIDE ANY WARRANTY FOR THE GOODS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES THAT THE GOODS ARE OF MERCHANTABLE QUALITY OR THAT THE GOODS CAN BE USED FOR ANY PARTICULAR PURPOSE.

8. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE UNDER THIS AGREEMENT TO THE BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS OF BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THE LIABILITY OF SELLER, AND BUYER'S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THOSE GOODS WITH RESPECT TO WHICH SUCH CLAIM IS MADE. SELLER SHALL HAVE NO LIABILITY FOR BUYER’S CLINICAL USE OR ADMINISTRATION OF THE GOODS.

NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

9. Compliance with Laws. Buyer represents, warrants and covenants that Buyer and its employees shall comply with all applicable international, national, state, regional and local laws and regulations governing the purchase, licensing, marketing, demonstration, servicing, or use of the Goods supplied hereunder and the subject matter of this Agreement, including those relating to the maintenance and availability of records and posting of any required legal notices ("Applicable Law"). It is the sole responsibility of the Buyer to contact their respective state, county and city or other jurisdictional licensing and health departments to inquire about any licensing, insurance, or notice requirements in connection with the use of the Goods in its business. In no event shall Buyer be authorized to re-sell or distribute the Goods. Without in any way limiting the foregoing, Buyer shall not export any Product, documentation or technical data relating thereto to any jurisdiction, and in no event shall Buyer sell any Product other than as used and included as part of its service business offerings, in compliance with any Applicable Laws. The Buyer shall indemnify and hold Seller harmless, and hereby forever releases and discharges Seller, from and against all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) resulting from the Buyer's breach of this Section 9.

Seller shall have no responsibility for the medical judgment, treatment decisions, or clinical practices of Buyer or its providers.

10. Governing Law; Venue.

(a) Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Utah, without giving effect to the principles of conflicts of law of such state. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

(b) ARBITRATION CLAUSE. Dispute Resolution. The Parties shall hold meetings and will attempt to resolve in good faith through direct negotiation any controversy, claim, or dispute arising out of or relating to this Agreement; the performance, breach, validity or enforceability of any provision of this Agreement; or the relationship of the Parties hereto or their obligations hereunder (collectively, a “Dispute”), within thirty (30) days. The Parties shall act proactively and meet to discuss and promptly resolve any Dispute by negotiation. Any meeting (virtual or in-person) to resolve a Dispute shall be attended by Representative(s) of the Parties with legal capacity to legally bind the Parties to the decisions and agreements reached in such meeting. Any Dispute which cannot be resolved through direct negotiations shall be resolved in accordance with the applicable rules (“Rules”) of the American Arbitration Association (“AAA”). The AAA shall have exclusive jurisdiction over any such Dispute submitted to it by any of the Parties. Any such arbitration shall be administered with a single arbitrator selected from a list of arbitrators proposed by AAA in accordance with its Rules. The Arbitrator shall allow such discovery as is appropriate and consistent with the purposes of arbitration in accomplishing fair, efficient and cost-effective resolution of disputes. The arbitration proceeding shall last no longer than twelve (12) months. The arbitral award shall be the final decision with respect to the Dispute. The costs of the arbitration including the arbitrators’ fees shall be shared equally by the Parties. The Arbitration seat will be in Provo, Utah. The language of the arbitration proceedings will be English. The prevailing Party shall be entitled to its reasonable attorney’s fees and costs.

11. Authority of Seller's Agents. No agent, employee, or representative of Seller has any authority to bind Seller to any affirmation, representation, or warranty concerning the Goods sold under this Agreement. Unless an affirmation, representation, or warranty made by an agent, employee, or representative of Seller is specifically and expressly included within this Agreement, it does not constitute a part of the basis of the bargain between the Parties and shall not in any manner be enforceable.

12. Termination.

(a) Termination for Convenience. Either Party may terminate this Agreement at any time with or without cause at any time by giving prior written notice. Such termination shall not relieve Buyer of its responsibility to receive and pay for Goods under any accepted or filled Purchase Orders. 

(b) Termination for Breach. Either Party may terminate this Agreement at any time in the event of a material breach by the other Party that remains uncured after: (i) in the event of a monetary breach, 10 calendar days following written notice thereof; and (ii) in the event of a non- monetary breach, 30 calendar days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.

13. Relationship of the Parties. The relationship of the Parties hereto is that of vendor and purchaser. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents. Accordingly, Buyer shall not be empowered to bind Seller in any way, to incur any liability, make any statements, representations, warranties or commitments, or otherwise act on behalf of the Seller. Each Party shall be solely responsible for payment of its employees’ salaries (including withholding of income taxes and social security), workers compensation, and all other employment benefits.

14. Confidentiality

(a) Confidential Information. The Parties acknowledge that pursuant to the performance of this Agreement Buyer may be provided with or have access to certain information and materials that are confidential and proprietary to the Seller or to Lilium. “Confidential Information” shall mean (i) all information relating to Seller's and Lilium’s products, business and operations including, but not limited to, business plans; financial records, customers, suppliers, vendors, products, product samples, costs, sources, strategies, inventions, procedures, sales aids or literature, sales data, technical advice or knowledge, contractual agreements, pricing, price lists, product white paper, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies and interests, algorithms, data, designs, drawings, work sheets, blueprints, concepts, manufacturing processes, computer programs and systems and know-how or other intellectual property of a Party and its affiliates that may be at any time furnished, communicated or delivered by a Party to the other, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (iii) information acquired during any tours of Lilium’s facilities; and (iv) all other non-public information provided by Seller to Buyer including, but not limited, to financial, technical and business information. All Confidential Information shall remain the property of the Seller.

(b) Use of Confidential Information; Standard of Care. For a period of five (5) years from the date of disclosure, the Buyer shall maintain the Confidential Information in strict confidence and may disclose the Confidential Information only to its employees who have a need to know such Confidential Information in order to perform the Buyer’s obligations contemplated by this Agreement and who are under confidentiality obligations no less restrictive than this Agreement. The Buyer shall at all times remain responsible for breaches of this Agreement arising from the acts of its employees and agents. The Buyer shall protect Confidential Information by using the same degree of care as it uses to protect its own information of a like nature, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information. The Buyer agrees to use the Seller’s Confidential Information solely for the purpose of performing its obligations under this Agreement and not for any other purpose or for its own benefit or for the benefit of any third party, without the prior written approval of the Seller. The Buyer shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information. No Confidential Information furnished to the Buyer shall be duplicated or copied except as may be necessary to effectuate the purpose of this Agreement. The Buyer shall promptly return or, at the Seller’s option, certify destruction of, all copies of Confidential Information at any time upon the request of the Seller or within ten (10) days following the expiration or earlier termination of this Agreement.

(c) Exceptions. The Buyer shall not have any obligations to preserve the confidential nature of any Confidential Information that (a) the Buyer can demonstrate by competent evidence was rightfully in its possession before receipt from the Seller; (b) is or becomes a matter of public knowledge through no fault of the Buyer; (c) is rightfully provided to the Buyer from a third party without, to the best of the Buyer’s knowledge, a duty of confidentiality; (d) is independently developed by the Buyer without use of the Seller’s Confidential Information, as demonstrated by competent evidence; or (e) is disclosed by the Buyer with the Seller’s prior written approval. If the Buyer is confronted with legal action to disclose Confidential Information received under this Agreement, the Buyer shall, unless prohibited by applicable law, provide prompt written notice to the Seller to allow the Seller an opportunity to seek a protective order or other relief it deems appropriate.

(d) Warranties. Seller shall not be liable for any errors or omissions in the Confidential Information or for any use or reliance thereon by the other Party. The Seller warrants that it has the right to disclose the Confidential Information.

(e) Equitable Relief. The Buyer hereby agrees and acknowledges that any breach or threatened breach of this Agreement regarding the treatment of the Confidential Information will result in irreparable harm to the Seller for which there will be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event the Seller shall be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Agreement by the Buyer.

(f) Unauthorized Use or Disclosure of Confidential Information. In the event the Buyer discovers that any Confidential Information has been used, disseminated or published in violation of this Agreement, it will immediately notify the Seller, take all commercially reasonable actions available to minimize the impact of the use, dissemination or publication, and take any and all necessary steps to prevent any further breach of this Agreement.

(g) The confidentiality provisions hereunder extend to information exchanged between the Parties for the purpose of entering this Agreement, prior to its execution.

15. Buyer Indemnification.  Subject to the terms and conditions of this Agreement, Buyer ("Indemnifying Party") shall indemnify, defend, and hold harmless the Seller and its officers, managers, employees, agents, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, "Losses"), relating to/arising out of or resulting from any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature (collectively, "Claim") of a third party alleging:

15.1 breach or non-fulfillment of any representation, warranty, or covenant under this Agreement by Indemnifying Party;

15.2 any negligent or more culpable act or omission of Indemnifying Party (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; or

15.3 any bodily injury or death of any individual or damage to real or tangible personal property caused by the acts or omissions of Indemnifying Party, or

15.4 any failure by Indemnifying Party to comply with any Applicable Laws.

16. Force Majeure. Seller shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accidents, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, or acts of God, in addition to any and all events, regardless of their dissimilarity to the foregoing, beyond the reasonable control of the Seller, for so long as such force majeure event is in effect and for a reasonable period thereafter. Seller shall endeavor to provide Buyer with notice of the occurrence of such an event within five business days of its occurrence.

17. Assignment. Buyer may not assign this Agreement, either in whole or in part, nor delegate any performance hereunder, without the prior express, written consent of the Seller, which consent shall be at Seller’s sole and absolute discretion. Any assignment without such consent shall be null and void. Seller may assign this Agreement upon written notice to Buyer.

18. Public Announcements. Buyer shall not make any public announcement or disclosure about the existence of this Agreement or any of the terms herein without the prior written consent of the Seller.

19. Recitals. The Recitals set forth in the Introduction above are incorporated and made part of this Agreement hereunder by reference.

20. Headings; Construction. The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.

21. Severability. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.

22. No implied waiver. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights unless evidenced in writing and signed by an authorized representative of the Party granting such waiver. Any modification or amendment or addition to the terms of this Agreement shall not be effective unless in a writing specifying exactly each change to be made and which is signed by an authorized officer of both Parties.

23. Notices. All notices or other communications required under this Agreement shall be deemed effective when received and made in writing by either (i) hand delivery, (ii) registered mail, (iii) certified mail, return receipt requested, or (iv) overnight mail, addressed to the Party to be notified at the following address or to such other address as such Party shall specify by like notice hereunder:

 

For Seller: Korva Solutions LLC

Address:  8 The Green, STE B, Dover, Delaware, 19901

Email: legal@korvasolutions.com

For Buyer

Notices shall be deemed to have been received three (3) working days after the day of posting (in the case of first-class mail); or seven (7) working days after the date of posting in the case of airmail, or next working day after sending (in the case of email). Email must be sent with notice of delivery.

Proof that the notice was hand-delivered; or that the envelope containing the notice was properly addressed and posted; or that the applicable means of telecommunication was addressed and dispatched, and transmission was confirmed and/or acknowledged, shall be sufficient to prove delivery of Notice.

24. Authorized Signatories; Counterparts. It is agreed and warranted by the Parties that the individuals signing this Agreement on behalf of the respective Party are authorized to execute such an Agreement. No further proof of authorization shall be required. This Agreement may be e-signed, executed by facsimile and in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others.

25. Entire Agreement. This Agreement, including the Schedules and Exhibits hereto, is the entire agreement between the Parties with respect to the subject matter and supersedes any prior agreement or communications between the Parties hereto, whether written or oral. No course of prior dealings between the Parties and no usage of the trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance or acquiescence in a course of performance rendered under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection.

26. Modification; Waiver. This Agreement may only be changed or modified by a written amendment signed by authorized representatives of both parties. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

27. Intellectual Property. Buyer acknowledges that Lilium is the owner of intellectual property related to the Goods, including the Lilium and Neobiosis trademarks, and other trademarks (the “Marks”) and proprietary color and patterns used in connection with the Goods (the “Copyrights”). Buyer shall not use the Marks or Copyrights or any part thereof as part of Buyer’s name, nor register any name, including domain names, or mark confusingly similar to the Marks or Copyrights. Buyer acknowledges that it is not being licensed any right or interest of any kind in the Marks or Copyrights and that Buyer may not use same without the prior, written consent of Lilium.  Buyer shall not use the Marks of the Goods on any business sign, business cards, email footers, stationary, or forms. 

28. Attorneys’ Fees and Costs. If any action is brought to enforce this Agreement or to collect damages as a result of a breach of any of its provisions, the prevailing Party shall also be entitled to collect its reasonable attorneys' fees and costs incurred in such action from the non-prevailing Party, which costs can include the reasonable costs of investigation, expert witnesses, and the costs in enforcing or collecting any judgment rendered, all as determined and awarded by the court.

29. Non-Solicitation. The Parties hereby agrees and acknowledges that without the prior written consent, neither Party shall, during the Term of this Agreement and two (2) years after the following termination of this Agreement for any reason, call on or solicit the employment of any employee of the other Party, or encourage such employee to terminate his or her employment relationship with either Party.

30. Third Party Beneficiary.  Lilium shall be entitled to rely upon, shall be an express third-party beneficiary of, and shall be entitled to enforce, the provisions of this Agreement.

31. Survival.  Subject to the limitations and other provisions of this Agreement, (a) the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Agreement; and (b) Sections 7, 8, 10, 14, 15, 21, 28, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or termination of this Agreement.

BUYER:

 

Goods

	VOLUME
LILIUM PURE (PURIFIED AMNIOTIC FLUID)	1ML
LILIUM PURE (PURIFIED AMNIOTIC FLUID)	2ML
LILIUM ONE (PURIFIED AMNIOTIC FLUID DILUTED)	3ML
LILIUM GELEE (ACELLULAR WHARTON'S JELLY MATRIX)	1ML
LILIUM GELEE PURE (WHARTON'S JELLY CELLULAR W/ MSCS)	1ML
LILIUM GELEE PURE (WHARTON'S JELLY CELLULAR W/ MSCS)	2ML

Business Terms and Conditions for the Sale of Goods

 

I. ORDERS

1. Buyer shall purchase Goods from Seller under this Agreement by submitting a Purchase Order via email (“Order”), specifying the Goods, quantities in accordance with the terms hereunder, and any delivery dates, if applicable. The Buyer legal entity representative and/or other approved representatives may submit purchase orders to Seller via email. Each Order submitted to Seller is subject to acceptance by Seller. In the event Seller has not given Buyer notice of acceptance or rejection of a purchase order within three (3) business days of receipt thereof, a follow-up email from Buyer to Seller must be sent. The purpose of the Order to be issued under this Agreement is for specifying the Goods, delivery address, and quantities and any applicable delivery dates only; no terms and conditions of Buyer's purchase orders, Seller order acknowledgment or any other document or instrument of Buyer or Seller shall be binding upon the other party or amend or modify this Agreement in any manner. Seller shall have no liability to Buyer with respect to Orders which are not accepted by Seller; provided, however, that Seller will not unreasonably reject any orders for Goods. Absent negligent actions by Seller or its Affiliates, Buyer shall have no remedy in equity or law against Seller for the unavailability of Goods that are the subject of this Agreement for any period of time during the initial term of this Agreement

2. Orders must be placed within the standard business days. For orders placed on Friday, note that the shipment will not get processed until Monday for a Tuesday delivery at the earliest. No Lilium products will ship out over the weekend.

3. The Purchaser shall place fulfilment order by filling out and Submitting Seller’s required forms.

4. Seller will confirm receipt of fulfillment order within two (2) business days and process for shipping in accordance with the Shipping terms in Section V.

5. All Orders submitted by Buyer to Seller from time to time for Goods purchased by Buyer shall be governed by the terms of this Agreement, and nothing contained in any such purchase order shall in any way modify the terms herein or add any additional terms or conditions. In the event of discrepancy between this Agreement and an Order, the terms of this Agreement shall prevail.

6. No variation to these terms shall be binding unless made in writing specifying both which clause is to be varied and full details of such variation and signed on behalf of each of the Buyer and the Seller.

7. Any typographical, clerical or other error or omission in any offer, order or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Buyer.

 

II. SALE AND PURCHASE

1. The Buyer agrees to purchase the Goods from the Seller and the Seller agrees to sell the Goods to the Buyer in consideration of payment of the Price by the Buyer.

2. The Seller shall comply with all applicable regulations and other legal requirements concerning the packaging, packing, distribution and shipment of the Goods.

3. The Seller shall be entitled to deliver the Goods in installments if Seller provides prior notice at the time of accepting an Order, and Buyer agrees to the delivery of installments of any given Order.

 

III. PRICE

1. Seller will maintain Buyer updated as to the most current Price List for the Goods.

2. Additional charges. The Price excludes shipping fees, additional insurance and other handling costs, if any, which shall be included in the invoice for each order and are the responsibility of Buyer.

 

IV. PAYMENT

1. Currency. All amounts and payments under this Agreement shall be in US Dollars and payments shall be made via wire transfer or ACH to the bank account notified by the Seller or by credit or debit card. If a credit or debit card is used, a 3% service fee will be added to the total.

2. Timing of Payment. Payments are due at the time of placing an order, prior to shipping.

3. Increase in Pricing. Any material prospective or otherwise expected increase in the Price (“Price Increase”) shall be communicated by the Seller to the Buyer as soon as possible, but in no event later than fifteen (15) days prior to the next shipment of Goods to the Buyer. In the event that the Seller provides notice of an increase to the Price, any future orders of Buyer shall be conducted at the updated Price List.

4. All payments by Buyer to the Seller shall be made by credit or debit card, ACH (Direct Deposit), or wire transfer to the bank account designated by Seller in writing. SCAM NOTICE – SELLER’S BANK INFORMATION FOR ELECTRONIC PAYMENTS DOES NOT CHANGE. IF BUYER RECEIVES A REQUEST FOR PAYMENT ON BEHALF OF SELLER TO MAKE PAYMENTS TO A DIFFERENT ACCOUNT OTHER THAN THE ORIGINAL ACCOUNT INFORMED BY SELLER, THE BUYER SHALL PRESUME THAT  THE COMMUNICATION IS A SCAM OR PHISHING AND SHALL IMMEDIATELY INFORM SELLER BY PHONE. SELLER SHALL NOT BE RESPONSIBLE FOR ANY PAYMENTS MADE TO A THIRD PARTY AS A RESULT OF BUYER’S ERROR OR MISTAKE.

5. Unpaid amounts will bear interest at one and a half (1.5%) percent per month, eighteen (18%) percent per annum from the due date until paid in full, calculated on a compounding daily basis, in addition to Seller’s’ other rights and remedies set forth herein. Interest accruing under this Section shall be due on demand. The accrual or receipt by either Party of interest under this Section shall not constitute a waiver by that Party of any right it may otherwise have to declare a breach of or a default under this Agreement.

6. Seller reserves the right to suspend services to the Buyer until payment arrangements for any outstanding invoices have been made to Seller’s satisfaction.

7. The Buyer shall be billed and shall reimburse Seller for any payment deduction banking fees charged by the Buyer’s financial institution to Seller in the processing of payments. Any amount deducted by a financial institution will be charged back to the Buyer and the invoice shall remain as outstanding until fully paid. For the avoidance of doubt, the Buyer shall be responsible for payment of any bank fees imposed upon Seller relating to the late payment of an invoice by Buyer. Any deductions or fees imposed by the Bank relating to any payment by Buyer shall be accrued and reflected in the Buyer’s next invoice.

8. The Seller shall be entitled to invoice the Buyer for all amounts due under the Agreement on or at any time after placement of the Order.

9. Payment is due at the time of placing an order and prior to shipment. Time for payment shall be of the essence of the Agreement.

 

V. SHIPMENT AND DELIVERY

1. The Goods will be shipped using Seller’s preferred carrier (e.g., UPS).

2. Shipments will be made via Seller’s designated shipping carrier (e.g., UPS) unless otherwise arranged in advance. Seller will use commercially reasonable efforts to meet Buyer’s requested delivery schedules for Goods. Seller agrees to ship the ordered quantity of Goods within two (2) days after receipt of the applicable Order, if product is in stock, unless Buyer is otherwise notified.

3. All freight, additional insurance, and other shipping expenses, as well as any special packing expense, shall be paid by Buyer. Buyer shall also bear all applicable taxes, duties and similar charges that may be assessed against the Goods after delivery to the carrier.

4. Delivery Date is the estimated time when Goods will be ready for pick up by Buyer’s carrier at the Seller’s facility. All Delivery Dates are estimates. Seller shall not be liable for any loss or damage claims, loss of profits, special, incidental or consequential damages due to delays in delivery.

5. Evident loss or damage to a shipment must be indicated by a written note made by the carrier’s agent on the delivery receipt before the receipt is signed. The notation must clearly specify the visible extent of loss, shortage or damage.

6. Delays. A delay in delivery of any order shall not relieve Buyer of its obligation to accept remaining installments of an order.

 

VI. RISK OF LOSS

Title and risk of Loss for the Goods shall pass to Buyer upon delivery at Buyer’s facilities.

 

VII. ACCEPTANCE AND REJECTION OF GOODS

1. Buyer shall make any claims for shortage or damage of Goods with the common carrier promptly upon receipt of the order and provide Seller with written notice of such a claim. Except in the case of negligence on the part of Seller or Seller’s failure to package Goods as set forth in Section A below, Seller will not have responsibility for Goods damaged in shipment and Buyer must handle all claims for damage with the carrier. As between Seller and Buyer, Goods shall be deemed accepted by Buyer unless, within one (1) Day of delivery of the Goods, Buyer affirmatively rejects the Goods, by written notice detailing the reasons for rejection. Such reasons for rejection may be non-conformance of the Goods to the specifications described in this Schedule B, and the breach of any material provision of this agreement by Seller. If no such notice of rejection is received, Buyer shall be deemed to have accepted delivery. If Buyer rejects an order and the rejection was timely effected, and Seller determines the Goods were not in conformance with the requirements under this Section VII. 1., Seller agrees to replace the Goods or credit the amounts paid with respect to the defective Product, at Seller’s option. Photographic evidence is required for all claims for shortage or damage as a prerequisite to receive credit or a replacement from Seller.

A. Packaging Requirements. The packaging of the Goods shall be marked in accordance with any applicable laws and regulations and in accordance with any requirements of the carrier and shall be properly packed and secured so as to reach their destination in an undamaged condition.

Seller must meet the following packaging requirements:

i. Include the proper quantity of Product in each package in accordance with each Order;

ii. Place Goods in appropriate and validated containers with all seals intact;

iii. Place Goods in proper shipping packaging;

iv. Pack Goods in dry ice or equivalent;

v. All acellular Goods must be stored in an acceptable temperature range of ≤ -20 C.

vi. Cellular Goods stored must be placed in a Nitrogen tank in the gas state only or ≤-150C.

vii. Cellular Goods must be stored short-term (two weeks or less) at ≤ -80 C.

By signing below, Buyer acknowledges that it has read, understood, and agrees to be bound by the terms and conditions of this Agreement for the Sale of Goods with Korva Solutions, LLC.