GENERAL TERMS AND CONDITIONS FOR SALE AND DELIVERY ("General Terms") OF

PHYTONEERING EXTRACT SOLUTIONS GMBH, KERSCHENSTEINERSTR. 11-15, D-92318 NEUMARKT, GERMANY ("Seller") (07/2024)

1. APPLICATION OF THE GENERAL TERMS

1.1 Any sale and delivery of products by Seller shall be made exclusively in accordance with the following General Terms, which Buyer accepts by placing an order to Seller or by taking delivery of the products. These General Terms shall also apply to all future business with and orders placed by Buyer to Seller. Any deviating, amending or different terms and conditions of Buyer are excluded, even though Seller does not expressly contest or reject such Buyer´s terms and conditions.

1.2 Sellers products are intended only for professional use (subsequent processing) and these General Terms shall apply only towards merchants (“Kaufleute”).

2. CONCLUSION OF CONTRACT

2.1 A sales contract shall only be concluded by Seller´s written order confirmation (“Kontraktbestätigung”) or by Seller´s delivery of the products to Buyer and shall be governed exclusively by the provisions of the terms and conditions as set out in Seller´s order confirmation and these General Terms. The order by the Customer shall usually be considered as offer and Seller´s written order confirmation as acceptance of the offer.

3. DELIVERY, FORCE MAJEURE

3.1 Delivery dates and delivery periods shall only be binding, if they have been confirmed by Seller in writing, and Buyer has submitted to Seller all information and documents required for the performance of the punctual delivery and Buyer has performed all acts required for such delivery.

3.2 Seller shall deliver the products EX WORKS, Kerschensteinerstr. 11-15, D-92318 Neumarkt, Germany (“EXW” according to INCOTERMS 2020). Partial delivery of the products shall be permitted and be paid by Buyer.

3.3 Seller shall be relieved from any obligation and shall not be responsible or liable for such non-performance in case of an unforeseeable, unavoidable event beyond the reasonable control of Seller (“Force Majeure”), including without limitation, war, prohibition of exportation or refusal to issue export licence, strikes, lockout, natural catastrophes, pandemics, change of climate which may affect the agreed quality of the products, difficulties in sourcing raw materials and energy (provided that this has not been caused by Seller´s negligence or intent). Such stipulation shall also apply in case of any Force Majeure event at Seller´s sub-contractors, sub-suppliers or agents. Seller shall inform Buyer on the occurrence of an event of Force Majeure.

3.4 Seller is not obliged to perform any additional obligations not mentioned in this sales contract or these General Terms, including without limitation, to procure (i) any certificates or documents not expressly agreed upon or (ii) to obtain any required product licenses, marketing licenses, approvals, permits or other formalities outside of Germany or (iii) to comply with packaging, labelling or marking requirements applicable outside of Germany.

4. PRICE, PAYMENT TERM

4.1 All prices are based on "EXW" according to section 3.2.

4.2 Seller’s prices are net-prices and may be subject to addition of statutory VAT (“MwSt.”), import duties or other transport related costs in case of international transport.

4.3 Buyer shall pay the price for the products within thirty (30) days after the date of Seller´s invoice without any deductions. Payments shall be made to the bank account designated by Seller in his invoice. Bills and cheques shall require Seller´s prior written consent and shall only relieve Buyer from his payment obligation when Seller has received the full amount of the purchase price in his bank account. Any costs in relation to the payment by bills of cheques shall be borne by Buyer.

4.4 In the event of any default to pay in due time (“Verzug”), Buyer shall pay interests of 9 percentage points above the applicable interest rate of the European Central Bank (“Basiszinssatz”) according to § 288 sec.2 BGB. Seller reserves the right to claim further damages due to the delay in payment.

4.5 Buyer shall be entitled to declare a set-off only with undisputed or legally confirmed by non-appealable court decision.

5. RETENTION OF TITLE

5.1 The delivered goods (reserved goods) remain the property of the Supplier until all claims arising from this contract have been paid in full.

5.2 As long as ownership has not yet been transferred to the Buyer, Buyer is not entitled to pledge the reserved goods to third parties or to transfer them as security. However, the Buyer is entitled to use the reserved goods and to resell them in the ordinary course of business as long as he is not in default with his payment obligations. The Buyer assigns the claims arising from the sale to his business partners to the Supplier as security in the amount of the final invoice amount agreed with us (including VAT). The Supplier accepts the assignment.

5.3 The Supplier revocably authorizes the Buyer to collect the claims assigned to the Supplier for his account in his own name. The Supplier's right to collect the claims himself is not affected by this. However, the Supplier will not collect the claims itself and will not revoke the direct debit authorization as long as the Buyer properly fulfills his payment obligations.

5.4 If the Buyer acts in breach of contract towards the Supplier, in particular if he defaults on his payment obligations, the Seller has the right to withdraw from the purchase contract and to demand that the Buyer return the reserved goods, provided that the seller has unsuccessfully set the Buyer a reasonable deadline for payment. This does not apply if setting a deadline is unnecessary under the statutory provisions. The request for return does not simultaneously contain a declaration of withdrawal; rather, the Seller is entitled to simply demand the return of the goods and reserve the right to withdraw.

5.5 In the event of conduct in breach of contract, the Supplier can demand that the Buyer discloses the assigned claims and the respective debtors, inform the respective debtors of the assignment and hand over all associated documents to the Supplier and provide all information that the Supplier needs to assert the claims.

5.6 The processing or transformation of the reserved goods by the Buyer always takes place in the name of and on behalf of the Supplier. If the reserved goods are processed with other items that are not the property of the Supplier, the Supplier acquires co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items at the time of processing. If the reserved goods are inseparably combined or mixed with other items that do not belong to the Supplier, the Supplier acquires co-ownership of the new item in the ratio of the value of the reserved goods to the other combined or mixed items at the time of combination or mixing. If the combination or mixing takes place in such a way that the Buyer's item is to be regarded as the main item, it is agreed that the Buyer transfers co-ownership to the Supplier on a pro rata basis. The Supplier accepts this transfer. The Buyer will keep the sole ownership or co-ownership of the item thus created for the Supplier.

5.7 If the Buyer files an application for insolvency, he must notify the Supplier of this immediately in writing. If the reserved goods are seized by third parties or are subject to other interventions by third parties, the Buyer is obliged, as long as ownership has not yet been transferred to him, to inform the third party of the Supplier's ownership rights and to notify the Supplier immediately in writing so that the supplier can enforce his ownership rights. The Buyer is liable for the legal or extrajudicial costs of a lawsuit against the Supplier arising in this connection in accordance with Section 771 of the Code of Civil Procedure, provided that the third party is not in a position to reimburse the supplier for these costs.

5.8 The Supplier undertakes, at the request of the Buyer, to release the securities to which he is entitled to the extent that the realizable value exceeds the value of the outstanding claims against the Buyer by 10%.

6. WARRANTY, EXAMINATION OF DELIVERED GOODS

6.1 Any warranty claims of Buyer require and are subject to the condition that Buyer has properly fulfilled his statutory obligations as regards the examination of the products and the notification of any defects of the products to Seller.

6.2 In the event that the delivered product is defective, Buyer shall have the right to request a subsequent performance (“Subsequent Performance”) by way of a repair of the product (provided such repair is possible) or a replacement of the defective product without any additional expense to Buyer.

6.3 In the event that the Subsequent Performance fails, Buyer shall have the right to rescind from the sales contract or reduce the purchase price.

6.4 Seller shall in no event be responsible or liable for (i) the compliance of the product with the legal, pharmaceutical or technical requirements, laws and rules outside of Germany or (ii) defects caused by Buyer or its agents or representatives, e.g. by improper storage, use or processing.

6.5 Information in catalogues, price lists and other documents provided by Seller to Buyer and product descriptions shall in no event be construed as a guarantee or representation of certain characteristics, features or pharmaceutical or performance data of the products; such guarantees or representations must be expressly agreed with and confirmed by Seller in writing.

6.6 Warranty claims due to a defect of the product shall be time-barred 12 months after the delivery to Buyer.

7. LIABILITY, DAMAGES

7.1 The Supplier shall be liable without limitation in accordance with the statutory provisions for intent, gross negligence and for damages resulting from injury to life, body or health that are based on a negligent breach of duty by the Supplier or a deliberate or negligent breach of duty by a legal representative or vicarious agent of Supplier.

7.2 The supplier shall further be liable, regardless of the reason, for damages caused by a negligent breach of a contractual obligation on the part of the Supplier. Contractual obligations are those obligations whose fulfillment makes the proper execution of the contract possible in the first place. The supplier's liability for negligent behavior is excluded in all cases other than those mentioned above.

7.3 The Supplier's liability mentioned in section 7.2 due to negligent breach of a contractual obligation is limited to the extent of damage that the parties could typically have expected to arise when concluding the contract.

7.4 To the extent that the Supplier’s liability is limited or excluded, this shall also apply to the liability of its employees, directors, workers and authorized representatives.

8. GOVERNING LAW, DISPUTES, MISCELLANEOUS

8.1 This Agreement shall be governed by and construed in accordance with the laws of Germany, excluding its conflicts of laws provisions. The provisions of the “United Nations Conventions on Contracts for the International Sale of Goods” (April 11, 1980) shall not apply.

8.2 Place of performance for delivery of the products and payment of the purchase price is Neumarkt, Germany.

8.3 Exclusive venue for any dispute, controversy or claim arising out of or in connection with this sales contract concluded hereunder shall be the courts having jurisdiction for Nürnberg, Germany. Seller shall have the right to take legal action also at any other place of jurisdiction or at any other competent court based on applicable statutory provisions.

8.4 This sales contract may be amended only in writing by agreement between the parties; this stipulation applies also to the amendment of this provision.

8.5 If any provision of this sales contract or the General Terms, is invalid or unenforceable in whole or in part, such provision shall be deemed not to be a part of this sales contract and this sales contract shall remain valid and enforceable without such provision.