AGB

• 1 Applicability, business customer focus

(1) All deliveries, services and offers of MZ Bio GmbH (hereinafter referred to as "Seller") shall be made exclusively on the basis of these General Terms and Condi-tions of Delivery. These shall be an integral part of all contracts concluded by the Seller with its contractual partners (hereinafter also referred to as "Customer") for the deliveries or services offered by it. They shall also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again.

(2) Terms and conditions of the Customer or third parties shall not apply, even if the Seller does not separately object to their application in individual cases. Even if the Seller refers to a letter that contains or refers to the terms and conditions of the Cus-tomer or a third party, this shall not constitute an agreement to the validity of those terms and conditions.

(3) The Internet presence of the seller (www.mzbio.de) as well as all offers and business activities of the seller are exclusively directed to business customers (entrepreneurs in the sense of § 14 BGB and, if applicable, le-gal entities under public law or special funds under public law) and thus expressly not to consumers in the sense of § 13 BGB.

• 2 Offer and conclusion of contract

(1) All offers of the Seller are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. The Seller may accept orders or commissions within 14 days of receipt.

(2) The legal relationship between the Seller and the Customer shall be governed solely by the written purchase contract, including these General Terms and Condi-tions of Delivery. This fully reflects all agreements between the contracting parties on the subject matter of the contract. Oral promises made by the Seller prior to the conclusion of this contract are not legally binding and oral agreements between the contracting parties shall be replaced by the written contract, unless expressly agreed otherwise between the contracting parties in each case.

(3) Supplements and amendments to the agreements made, including these Gen-eral Terms and Conditions of Delivery, must be in writing to be effective. With the exception of managing directors or authorized signatories, the Seller's employees are not entitled to make verbal agreements that deviate from the written agreement. Telecommunication, in particular by fax or e-mail, shall be sufficient to comply with the written form requirement.

(4) Information provided by the Seller on the subject matter of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as representations of the same (e.g. drawings and illustra-tions) shall only be approximate unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but de-scriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements as well as the replacement of components by equivalent parts are permissible insofar as they do not impair the usability for the contractually intended purpose.

(5) The Seller retains ownership or copyright of all offers and cost estimates submit-ted by it as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to the Customer. The Customer may not make these items available to third parties, either as such or in terms of content, disclose them, use them himself or through third parties, or reproduce them without the express consent of the Seller. At the request of the Seller, he shall re-turn these items in full to the Seller and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Excluded from this is the storage of electroni-cally provided data for the purpose of usual data backup.

• 3 Prices and payment

(1) The prices shall apply to the scope of services and deliveries listed in the order confirmations. Additional or special services shall be charged separately. The prices are quoted in EUR ex works plus packaging, the statutory value added tax, customs duties for export deliveries as well as fees and other public charges.

(2) If the agreed prices are based on the Seller's list prices and the delivery is to be made more than four months after the conclusion of the contract, the Seller's list prices valid at the time of delivery shall apply (in each case less an agreed percent-age or fixed discount).

(3) Invoice amounts shall be paid within thirty days without any deduction, unless otherwise agreed in writing. The date of receipt by the Seller shall be decisive for the date of payment. Payment by check is excluded, unless it is agreed separately in individual cases. If the Customer fails to make payment when due, interest of 5% p.a. shall be charged on the outstanding amounts from the due date; the right to claim higher interest and further damages in the event of default shall remain unaf-fected.

(4) Offsetting against counterclaims of the Customer or the retention of payments due to such claims shall only be permissible to the extent that the counterclaims are undisputed or have become res judicata or arise from the same order under which the relevant delivery was made.

(5) The Seller shall be entitled to perform or render outstanding deliveries or ser-vices only against advance payment or provision of security if, after the conclusion of the contract, it becomes aware of circumstances which are likely to substantially reduce the creditworthiness of the Customer and as a result of which the payment of the Seller's outstanding claims by the Customer under the respective contractual relationship (including under other individual orders to which the same framework agreement applies) is jeopardized.

• 4 Delivery and delivery time

(1) Deliveries shall be made ex works.

(2) Deadlines and dates for deliveries and services promised by the Seller shall al-ways be approximate only, unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarder, carrier or other third party commissioned with the transport, unless expressly stated otherwise by us.

(3) The Seller may - without prejudice to its rights arising from default of the Cus-tomer - demand from the Customer an extension of delivery and performance dead-lines or a postponement of delivery and performance dates by the period during which the Customer fails to meet its contractual obligations towards the Seller.

(4) The Seller shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events not foreseeable at the time of conclusion of the contract (e.g. operational disruptions of any kind, difficul-ties in procuring materials or energy, transport delays, strikes, lawful lockouts, short-age of labor, energy or raw materials, difficulties in obtaining the necessary official permits, pandemics or epidemics, official measures or the failure of suppliers to de-liver, to deliver correctly or to deliver on time despite a congruent hedging transac-tion concluded by Seller) for which Seller is not responsible. If such events make it substantially more difficult or impossible for the Seller to provide the delivery or ser-vice and the hindrance is not only of temporary duration, the Seller shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or the delivery or service deadlines shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the Customer cannot reasonably be expected to accept the delivery or service as a result of the delay, it may withdraw from the contract by means of an immediate written declaration to the Seller.

(5) The Seller shall only be entitled to make partial deliveries if

• the partial delivery is usable for the customer within the scope of the contractual intended purpose,
• the delivery of the remaining ordered goods is ensured and
• the client does not incur any significant additional expenses or costs as a result (unless the seller agrees to bear these costs).

(6) If the Seller is in default with a delivery or service or if a delivery or service be-comes impossible for the Seller, for whatever reason, the Seller's liability for damag-es shall be limited in accordance with § 8 of these General Terms and Conditions of Delivery.

• 5 Place of performance, shipment, packaging, transfer of risk, acceptance

(1) The place of performance for all obligations arising from the contractual relation-ship shall be Rüsselsheim am Main, unless otherwise specified. If the Seller is also responsible for the installation, the place of performance shall be the place where the installation is to take place.

(2) The method of shipment and packaging are subject to the dutiful discretion of the Seller.

(3) If shipment of the goods has been agreed and the Seller has not assumed transport or installation, the risk shall pass to the Customer at the latest upon hand-over of the delivery item (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the ship-ment. If the shipment or the handover is delayed due to a circumstance the cause of which lies with the Customer, the risk shall pass to the Customer from the day on which the delivery item is ready for shipment and the Seller has notified the Cus-tomer thereof.

(4) Storage costs after transfer of risk shall be borne by the Customer. In the event of storage by the Seller, the storage costs shall amount to 0.25% of the invoice amount of the delivery items to be stored per expired week. The assertion and proof of fur-ther or lower storage costs shall remain reserved.

(5) The shipment shall be insured by the Seller against theft, breakage, transport, fire and water damage or other insurable risks only at the express request of the Customer and at the Customer's expense.

(6) Insofar as acceptance has to take place, the object of sale shall be deemed to have been accepted if

• the delivery and, if the seller also owes the installation, the installation is completed,
• the Seller has notified the Customer thereof with reference to the deemed acceptance pursuant to this § 5 (6) and has requested the Cus-tomer to accept the goods,
• 14 working days have passed since delivery or installation. 14 working days have elapsed since delivery or installation or the customer has started to use the purchased item (e.g. the delivered equipment has been put into operation) and in this case 14 working days have elapsed since delivery or installation and
• the Customer has failed to take delivery within this period for a reason other than a defect notified to the Seller which makes the use of the purchased item impossible or significantly impairs it.

• 6 Warranty, material defects

(1) The warranty period shall be one year from delivery or, if acceptance is required, from acceptance. This period shall not apply to claims for damages of the Customer arising from injury to life, body or health or from intentional or grossly negligent breaches of duty by the Seller or its vicarious agents, which shall in each case be time-barred in accordance with the statutory provisions.

(2) The delivered items shall be inspected carefully immediately after delivery to the Purchaser or to the third party designated by the Purchaser. With regard to obvious defects or other defects that would have been recognizable in the course of an im-mediate, careful inspection, they shall be deemed to have been approved by the Purchaser if the Seller does not receive a written notice of defect within (seven) working days after delivery. With regard to other defects, the delivery items shall be deemed to have been approved by Buyer if Seller does not receive a written notice of defect within (seven) working days after the time at which the defect became ap-parent; however, if the defect was already apparent at an earlier time during normal use, this earlier time shall be decisive for the commencement of the period for giving notice of defect. At the request of the Seller, a delivery item which is the subject of a complaint shall be returned to the Seller carriage paid. In the event of a justified complaint, the Seller shall reimburse the costs of the most favorable shipping route; this shall not apply insofar as the costs increase because the delivery item is locat-ed at a place other than the place of intended use.

(3) In the event of material defects of the delivered items, the Seller shall first be ob-ligated and entitled to rectify the defect or to make a replacement delivery at its dis-cretion within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replace-ment delivery, the Customer may withdraw from the contract or reasonably reduce the purchase price.

(4) If a defect is due to the fault of the Seller, the Customer may claim damages un-der the conditions specified in § 8.

(5) In the event of defects in components of other manufacturers which the Seller cannot remedy for licensing or factual reasons, the Seller shall, at its option, assert its warranty claims against the manufacturers and suppliers for the account of the Customer or assign them to the Customer. In the event of such defects, warranty claims against the Seller shall only exist under the other conditions and in accord-ance with these General Terms and Conditions of Delivery if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuc-cessful or is futile, e.g. due to insolvency. For the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the Customer against the Seller shall be suspended.

(6) The warranty shall not apply if the Customer modifies the delivery item or has it modified by a third party without the consent of the Seller and the elimination of the defect becomes impossible or unreasonably difficult as a result. In any case, the Customer shall bear the additional costs of remedying the defect resulting from the modification.

(7) Any delivery of used items agreed with the Customer in individual cases shall be made to the exclusion of any warranty for material defects.

• 7 Property rights

(1) The Seller warrants in accordance with this § 7 that the delivery item is free from industrial property rights or copyrights of third parties. Each contracting party shall notify the other contracting party in writing without undue delay if claims are assert-ed against it due to the infringement of such rights.

(2) In the event that the delivery item infringes an industrial property right or copy-right of a third party, the Seller shall, at its discretion and at its expense, modify or replace the delivery item in such a way that no rights of third parties are infringed any longer, but the delivery item continues to fulfill the contractually agreed func-tions, or procure the right of use for the Customer by concluding a license agree-ment with the third party. If the Seller does not succeed in doing so within a reason-able period of time, the Customer shall be entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages of the Customer shall be subject to the limitations of § 8 of these General Terms and Conditions of Delivery.

(3) In the event of infringements of rights by products of other manufacturers sup-plied by the Seller, the Seller shall, at its discretion, assert its claims against the manufacturers and upstream suppliers for the account of the Customer or assign them to the Customer. In such cases, claims against the Seller shall only exist in accordance with this § 7 if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or is futile, e.g. due to insolvency.

• 8 Liability for damages due to fault

(1) The Seller's liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contractual negotiations and tort, shall be limited in accordance with the provisions of this § 8, insofar as fault is relevant in each case.

(2) The Seller shall not be liable in the event of simple negligence on the part of its organs, legal representatives, employees or other vicarious agents, unless a breach of material contractual obligations is involved. Material contractual obligations are the obligation to deliver and install the delivery item in due time, its freedom from defects of title as well as such material defects which impair its functionality or usa-bility more than insignificantly, as well as consulting, protection and care obliga-tions which are intended to enable the Customer to use the delivery item in accord-ance with the contract or which are intended to protect the life or limb of the Cus-tomer's personnel or to protect the Customer's property from significant damage.

(3) Insofar as the Seller is liable on the merits for damages pursuant to § 8 (2), this liability shall be limited to damages which the Seller foresaw at the time of conclu-sion of the contract as a possible consequence of a breach of contract or which it should have foreseen by exercising due care. Indirect damage and consequential damage resulting from defects in the delivery item shall also only be compensable insofar as such damage is typically to be expected when the delivery item is used for its intended purpose. The above provisions of this Paragraph 3 shall not apply in the event of intentional or grossly negligent conduct by members of the Seller's ex-ecutive bodies or senior employees.

(4) In the event of liability for simple negligence, the Seller's obligation to pay com-pensation for damage to property and further financial losses resulting therefrom shall be limited to an amount of EUR 5,000.00 per case of damage, even if this in-volves a breach of material contractual obligations.

(5) The above exclusions and limitations of liability shall apply to the same extent in favor of the organs, legal representatives, employees and other vicarious agents of the Seller.

(6) Insofar as the Seller provides technical information or acts in an advisory capaci-ty and this information or advice is not part of the contractually agreed scope of ser-vices owed by the Seller, this shall be done free of charge and to the exclusion of any liability.

(7) The limitations of this § 8 shall not apply to the Seller's liability for intentional conduct, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act.

• 9 Retention of title

(1) The retention of title agreed below serves to secure all respectively existing cur-rent and future claims of the Seller against the Buyer arising from the supply rela-tionship existing between the contracting parties concerning biopackaging and oth-er biodegradable items (including balance claims from a current account relation-ship limited to this supply relationship).

(2) The goods delivered by the Seller to the Buyer shall remain the property of the Seller until full payment of all secured claims. The goods as well as the goods cov-ered by the retention of title taking their place according to the following provisions are hereinafter referred to as "goods subject to retention of title".

(3) The Buyer shall store the reserved goods free of charge for the Seller.

(4) The Buyer shall be entitled to process and sell the reserved goods in the ordi-nary course of business until the event of realization (para. 9). Pledges and trans-fers of ownership by way of security are not permitted.

(5) If the goods subject to retention of title are processed by the Buyer, it is agreed that the processing shall be carried out in the name and for the account of the Sell-er as manufacturer and that the Seller shall acquire direct ownership or - if the pro-cessing is carried out from materials of several owners or the value of the processed item is higher than the value of the goods subject to retention of title - co-ownership (fractional ownership) of the newly created item in the ratio of the value of the goods subject to retention of title to the value of the newly created item. In the event that no such acquisition of ownership should occur on the part of the Seller, the Buyer shall already now transfer its future ownership or - in the above ratio - co-ownership of the newly created item to the Seller as security. If the reserved goods are com-bined or inseparably mixed with other items to form a single item and if one of the items is to be regarded as the main item, so that the Seller or the Buyer acquires sole ownership, the party to whom the main item belongs shall transfer to the other party pro rata co-ownership of the single item in the ratio specified in p. 1.

(6) In the event of resale of the reserved goods, the Buyer hereby assigns to the Seller by way of security the claim against the purchaser arising therefrom - in the event of co-ownership of the Seller in the reserved goods, in proportion to the co-ownership share. The same shall apply to other claims which take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insur-ance claims or claims in tort in the event of loss or destruction. The Seller revocably authorizes the Buyer to collect the claims assigned to the Seller in its own name. The Seller may revoke this collection authorization only in the event of liquidation.

(7) If third parties seize the reserved goods, in particular by way of attachment, the Buyer shall immediately notify them of the Seller's ownership and inform the Seller thereof in order to enable the Seller to enforce its ownership rights. If the third party is not in a position to reimburse the Seller for the judicial or extrajudicial costs in-curred in this connection, the Buyer shall be liable to the Seller for such costs.

(8) The Seller shall release the goods subject to retention of title as well as the items or claims replacing them insofar as their value exceeds the amount of the secured claims by more than 50%. The selection of the items to be released thereafter shall be at the Seller's discretion.

(9) If the Seller withdraws from the contract in the event of a breach of contract by the Buyer - in particular default of payment - the Seller shall be entitled to demand the return of the reserved goods.

• 10 Final provisions

(1) If the Customer is a merchant, a legal entity under public law or a special fund under public law or if it has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business rela-tionship between the Seller and the Customer shall be the registered office of the Customer. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.

(2) The relations between the Seller and the Customer shall be governed exclusive-ly by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (CISG) shall not apply.

(3) Insofar as the contract or these General Terms and Conditions of Delivery con-tain loopholes, those legally effective provisions shall be deemed agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the loophole. (4) This English version of the General Terms and Conditions of Business and De-livery of MZ Bio GmbH is for reasons of convenience, only. In case of unclarities or disputes, the German version shall prevail.