General Terms and Conditions of Sale of naturamus GmbH

Weilheimer Str. 3, 73101 Aichelberg, Germany

§1 Scope of Application, Form

(1) These General Terms and Conditions of Sale (GTC) apply to all our business relationships with our customers (“Buyers”). The GTC apply only if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law.

(2) The GTC apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the GTC shall apply as a framework agreement in the version most recently communicated to the Buyer in writing at the time of the Buyer’s order, and shall also apply to similar future contracts without our having to refer to them again in each individual case.

(3) Our GTC apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the buyer shall only become part of the contract to the extent that we have expressly agreed to their validity. This requirement for consent applies in all cases, for example, even if we carry out the delivery to the buyer without reservation while being aware of the buyer’s GTC.

(4) Individual agreements made with the buyer on a case-by-case basis (including ancillary agreements, supplements, and amendments) shall in all cases take precedence over these General Terms and Conditions. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive regarding the content of such agreements.

(5) Legally relevant declarations and notifications by the buyer regarding the contract (e.g., setting of deadlines, notice of defects, withdrawal, or reduction) must be submitted in writing, i.e., in written or text form (e.g., letter, email, fax). Statutory formal requirements and further evidence, particularly in cases of doubt regarding the declarant’s authority, remain unaffected.

(6) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions therefore apply insofar as they are not directly amended or expressly excluded in these General Terms and Conditions.

§2 Conclusion of the Contract

(1) Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, cost estimates, references to DIN standards), other product descriptions, or documents—including in electronic form—to which we reserve ownership and copyright.

(2) The buyer’s order for the goods shall be deemed a binding offer to enter into a contract. Unless otherwise specified in the order, we are entitled to accept this offer within four weeks of its receipt by us.

(3) Acceptance may be declared either in writing (e.g., by order confirmation), in text form, or by delivery of the goods to the buyer.

§3 Delivery Period and Delay in Delivery

(1) The delivery period shall be agreed upon individually or specified by us upon acceptance of the order. Unless otherwise specified, the delivery period is approximately four weeks from the conclusion of the contract.

(2) If we are unable to meet bindingly agreed delivery periods for reasons beyond our control (unavailability of the service), we will inform the buyer of this immediately and at the same time notify them of the expected new delivery period. If the service is still unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will immediately refund any consideration already paid by the buyer. A case of unavailability of the service in this sense includes, in particular, the failure of our supplier to deliver to us on time, provided that we have entered into a corresponding covering transaction, neither we nor our supplier are at fault, or we are not obligated to procure the service in the specific case.

(3) The occurrence of a delay in delivery on our part is determined in accordance with the statutory provisions. In any case, however, the buyer must issue a formal notice of default.

(4) The buyer’s rights under Section 8 of these General Terms and Conditions and our statutory rights, in particular in the event of an exemption from the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

§4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

(1) Delivery is made ex warehouse, which is also the place of performance for the delivery and any subsequent performance. At the buyer’s request and expense, the goods will be shipped to another destination (sale by delivery). Unless otherwise agreed, we are entitled to determine the method of shipment (in particular the carrier and route) ourselves.

(2) The risk of accidental loss and accidental deterioration of the goods passes to the buyer upon delivery at the latest. In the case of a sale by delivery, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, passes to the buyer upon delivery of the goods to the forwarding agent, the carrier, or any other person or entity designated to carry out the shipment. If an acceptance is agreed upon, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law governing contracts for work and services apply mutatis mutandis to an agreed acceptance. The handover or acceptance is deemed to have taken place even if the buyer is in default of acceptance.

(3) If the buyer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons attributable to the buyer, we are entitled to claim compensation for the resulting damages, including additional expenses (e.g., storage costs). For this, we shall charge compensation in the amount of the costs incurred by us per calendar day, beginning with the delivery period or—in the absence of a delivery period—with the notification that the goods are ready for shipment, up to the day on which the default in acceptance ends.

§5 Packaging

Unless otherwise agreed, we determine the type and quality of the packaging ourselves.

In accordance with the Packaging Act, we accept the return of our product packaging. The buyer is responsible for returning the packaging to our company headquarters and must bear the associated logistics costs.

IBCs, FIBCs, bung barrels, and canisters must be completely emptied, closed, and undamaged.

For further clarification regarding the return, the buyer may contact us well in advance of the planned return.

§6 Prices and Terms of Payment

(1) Unless otherwise agreed in individual cases, our prices in effect at the time the contract is concluded shall apply, ex warehouse, plus applicable sales tax.

(2) In the case of mail-order sales (§ 4 (1)), the buyer shall bear the shipping costs ex-warehouse and the costs of any shipping insurance requested by the buyer. Any customs duties, fees, taxes, and other public charges shall be borne by the buyer.

(3) The purchase price is due and payable within 14 days of the invoice date and delivery or acceptance of the goods. In exceptional cases, a payment term of 30 days is possible upon written mutual agreement. We are entitled at any time, even within the context of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation no later than upon order confirmation.

(4) Upon expiration of the above payment term, the buyer shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages resulting from default. Our claim to commercial due date interest (§ 353 HGB) remains unaffected with respect to merchants.

(5) The buyer is entitled to set-off or retention rights only to the extent that the buyer’s claim has been legally established or is undisputed. In the event of defects in the delivery, the buyer’s counterclaims remain unaffected, in particular pursuant to Section 8(6), second sentence, of these General Terms and Conditions.

(6) If, after conclusion of the contract, it becomes apparent (e.g., through a petition for the opening of insolvency proceedings) that our claim to the purchase price is jeopardized by the buyer’s inability to pay, we are entitled, in accordance with statutory provisions, to refuse performance and—if necessary, after setting a deadline—to withdraw from the contract (Section 321 of the German Civil Code (BGB)). In the case of contracts for the manufacture of non-fungible goods (custom-made items), we may declare our withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.

§7 Retention of Title

(1) We retain title to the goods sold until all of our current and future claims arising from the purchase agreement and an ongoing business relationship (secured claims) have been paid in full.

(2) The goods subject to retention of title may not be pledged to third parties or transferred as security prior to full payment of the secured claims. The buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g., through attachments) seize the goods belonging to us.

(3) In the event of a breach of contract by the buyer, in particular failure to pay the purchase price when due, we are entitled to withdraw from the contract in accordance with statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal; rather, we are entitled merely to demand the return of the goods and to reserve the right to withdraw. If the buyer fails to pay the purchase price due, we may assert these rights only if we have previously set the buyer a reasonable deadline for payment without success or if setting such a deadline is not required under applicable law.

(4) Unless otherwise specified in (c) below, the buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.

(a) The retention of title extends to the products created through processing, mixing, or combining our goods to their full value, whereby we are deemed the manufacturer. If, upon processing, mixing, or combining with third-party goods, the third party’s right of ownership remains in effect, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. In all other respects, the same provisions apply to the resulting product as to the goods delivered under retention of title.

(b) The buyer hereby assigns to us as security all claims against third parties arising from the resale of the goods or the resulting product, either in full or in the amount of our potential co-ownership share in accordance with the preceding paragraph. We accept the assignment. The buyer’s obligations set forth in paragraph 2 also apply with respect to the assigned claims.

(c) The buyer remains authorized, alongside us, to collect the claim. We undertake not to collect the claim as long as the buyer meets its payment obligations to us, there is no impairment of its ability to pay, and we do not assert the retention of title by exercising a right pursuant to paragraph 3. If this is the case, however, we may demand that the buyer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. In addition, in this case, we are entitled to revoke the buyer’s authority to further sell and process the goods subject to retention of title.

(d) If the realizable value of the collateral exceeds our claims by more than 10%, we will release collateral of our choice at the buyer’s request.

§8 Buyer’s Claims for Defects

(1) Unless otherwise specified below, the statutory provisions apply to the buyer’s rights in the event of material defects or defects of title (including incorrect or incomplete delivery, as well as improper installation or defective installation instructions). In all cases, the special statutory provisions regarding final delivery of unprocessed goods to a consumer remain unaffected, even if the consumer has further processed them (supplier recourse pursuant to §§ 478 BGB). Claims arising from supplier recourse are excluded if the defective goods have been further processed by the buyer or another business, e.g., by incorporation into another product.

(2) Our liability for defects is based primarily on the agreement regarding the quality of the goods. All product descriptions and manufacturer specifications that are the subject of the individual contract or that were publicly disclosed by us (in particular in catalogs or on our website) at the time the contract was concluded shall be deemed to constitute an agreement regarding the quality of the goods.

(3) Unless the quality has been agreed upon, the determination of whether a defect exists shall be made in accordance with the statutory provisions (Section 434(1), sentences 2 and 3 of the German Civil Code (BGB)). However, we assume no liability for public statements made by the manufacturer or other third parties (e.g., advertising claims) that the buyer has not indicated to us as being decisive for their purchase decision.

(4) We are generally not liable for defects that the buyer is aware of at the time of contract conclusion or fails to recognize due to gross negligence (Section 442 of the German Civil Code (BGB)). Furthermore, the buyer’s claims for defects are contingent upon the buyer having fulfilled their statutory obligations to inspect the goods and give notice of defects (Sections 377, 381 of the German Commercial Code (HGB)). For goods intended for further processing, an inspection must in any case be carried out immediately prior to processing. If a defect becomes apparent upon delivery, during inspection, or at any later time, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within 8 business days of delivery, and defects not detectable upon inspection must be reported within the same period from the time of discovery. If the buyer fails to conduct a proper inspection and/or report defects, our liability for defects not reported, or reported late or improperly, is excluded in accordance with statutory provisions.

(5) If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement). Our right to refuse subsequent performance under the statutory conditions remains unaffected.

(6) We are entitled to make the required subsequent performance contingent upon the buyer paying the purchase price due. However, the buyer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect.

(7) The buyer must provide us with the time and opportunity necessary for the required subsequent performance, in particular by handing over the goods subject to complaint for inspection purposes. In the event of a replacement delivery, the buyer must return the defective item to us in accordance with statutory provisions. Subsequent performance does not include either the removal of the defective item or its reinstallation if we were not originally obligated to install it.

(8) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance—in particular, transportation, travel, labor, and material costs, as well as any costs for removal and reinstallation—in accordance with statutory provisions, provided that a defect actually exists. Otherwise, we may demand reimbursement from the buyer for the costs incurred as a result of the unjustified request for defect rectification (in particular inspection and transportation costs), unless the absence of a defect was not apparent to the buyer.

(9) In urgent cases, e.g., where operational safety is at risk or to prevent disproportionate damage, the buyer has the right to remedy the defect themselves and to demand reimbursement from us for the expenses objectively necessary for this purpose. We must be notified of such self-remediation immediately, if possible in advance. The right to remedy the defect oneself does not apply if we would be entitled to refuse corresponding subsequent performance in accordance with statutory provisions.

(10) If the subsequent performance has failed, or if a reasonable period for subsequent performance set by the buyer has expired without result or is not required under statutory provisions, the buyer may rescind the purchase contract or reduce the purchase price. However, there is no right of rescission in the case of a minor defect.

(11) The buyer’s claims for damages or reimbursement of futile expenses shall apply only in accordance with § 9, even in the case of defects, and are otherwise excluded.

§9 Other Liability

(1) Unless otherwise provided in these General Terms and Conditions, including the following provisions, we shall be liable for any breach of contractual and non-contractual obligations in accordance with statutory provisions.

(2) We are liable for damages—regardless of the legal basis—under the principle of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, we are liable, subject to statutory limitations on liability (e.g., due care in our own affairs; minor breach of duty), only

a) for damages resulting from injury to life, limb, or health,

b) for damages resulting from a breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and is entitled to rely); in this case, however, our liability is limited to compensation for foreseeable, typically occurring damages.

(3) The limitations of liability set forth in paragraph 2 also apply to third parties and in cases of breaches of duty by persons (including those acting on their behalf) for whose fault we are liable under applicable law. They do not apply if a defect was fraudulently concealed or if a warranty regarding the quality of the goods was provided, nor do they apply to claims by the buyer under the Product Liability Act.

(4) In the event of a breach of duty that does not consist of a defect, the buyer may only rescind the contract or terminate it if we are responsible for the breach of duty. A free right of termination on the part of the buyer (in particular pursuant to Sections 650, 648 of the German Civil Code (BGB)) is excluded. In all other respects, the statutory requirements and legal consequences apply.

§10 Statute of Limitations

(1) Notwithstanding § 438(1)(3) of the German Civil Code (BGB), the general statute of limitations for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed upon, the statute of limitations begins upon acceptance.

Further special statutory provisions regarding the statute of limitations remain unaffected (in particular § 438 (1) No. 1, (3), §§ 444, 445b BGB).

(3) The above limitation periods under sales law also apply to the Buyer’s contractual and non-contractual claims for damages based on a defect in the goods, unless the application of the standard statutory limitation period (Sections 195, 199 BGB) would result in a shorter limitation period in individual cases. The buyer’s claims for damages pursuant to § 8(2), sentences 1 and 2(a), as well as under the Product Liability Act, are subject exclusively to the statutory limitation periods.

§11 Governing Law and Jurisdiction

(1) These General Terms and Conditions and the contractual relationship between us and the buyer shall be governed by the laws of the Federal Republic of Germany, to the exclusion of any uniform international law, in particular the United Nations Convention on Contracts for the International Sale of Goods.

(2) If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive—including international—place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Aichelberg, Göppingen district. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases, we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a prior individual agreement, or at the buyer’s general place of jurisdiction. Preceding statutory provisions, in particular regarding exclusive

Aichelberg, April 2021