General Terms and Conditions of Purchase

1. Scope, Validity of the Customer’s terms and conditionsa) These Terms and Conditions of Purchase shall apply to all contracts concluded by Getzner Circular Technologies GmbH and/or Getzner Werkstoffe
Holding GmbH (hereinafter referred to as „Getzner“), in particular sales
contracts and contracts for work, irrespective of how they are referred toin detail. They shall also apply in the event of changes to, restrictions of or
additions to these contracts as well as to all additional orders. The terms
and conditions shall also apply to all future business transactions.
b) Terms and conditions of the contractual partner are not accepted and do
not apply. Getzner does not need to object to them.
2. Ordera) Orders are only binding for Getzner if they are placed in writing (per letteror e-mail). This also applies to subsequent changes and additions as wellas to all additional orders.

5. Delivery Date / Service Date / Defaulta) The deliveries/services are due on the agreed delivery/service dates. The
dates of delivery or services stated in the order are binding.
b) Getzner is entitled to refuse acceptance of an early or late delivery/ service and to return the goods at the contractual partner‘s expense and risk.
Furthermore, Getzner shall be entitled to store goods delivered prematurely at the contractual partner‘s expense and risk at its own premises or at
the premises of third parties.
c) The contractual partner shall be obliged to inform Getzner immediately
in writing if circumstances arise or become apparent to it which indicatethat the agreed deadline cannot be met. The contractual partner shall notify Getzner of the new date without delay. Getzner shall have the rightto accept the date or to withdraw from the contract, without prejudice toGetzner‘s other rights and claims.

b) Any devices enclosed with Getzner‘s enquiries or orders, such as e.g. plans,
drafts, data, samples, moulds, models, materials or specimen, remain theproperty of Getzner and may only be used for Getzner‘s purposes and may
not be made available to third parties. They shall be returned to Getzner
unsolicited, at the latest with the invoice or at any time upon request andat the expense of the contractual partner. Until they are returned, the contractual partner shall bear the risk of accidental loss or accidental damage
to the devices.

d) Unless otherwise agreed in writing, the receipt of the goods with all transport, customs and accompanying documents at the agreed place of delivery or, respectively, the provision of the service at the agreed place ofperformance shall be decisive for compliance with the delivery/service
date or the delivery/service deadline.

c) Getzner shall not pay any remuneration for the preparation of offers andoffer documents (plans,technical specifications etc.).

f)d) Until the order is accepted, Getzner shall be entitled to withdraw the orderplaced at any time, even without giving reasons.

e) Getzner is entitled to refuse to accept partial, short or excess deliveries/
services.
If the contractual partner defaults on the fulfilment of its obligations inwhole or in part, Getzner may insist on performance or withdraw from thecontract without granting a grace period. Getzner shall also be entitled towithdraw from the contract with regard to the entire contractual services,even in the case of severable services.

e) By accepting the order, the contractual partner declares that it has all
the information, data, descriptions, plans, technical specifications, etc.
required to execute the order and that it has sufficient knowledge of thelocal conditions as well as all necessary qualifications and official permits.
If the contractual partner realizes that the description provided by Getzner
is obviously incorrect, unclear, incomplete or obviously deviates from thesample, it shall notify Getzner immediately in writing thereof.

g) If the contractual partner is in default, Getzner shall be entitled to demand
an immediately payable, no-fault contractual penalty of 1% of the orderamount for each commenced week of delay, up to a maximum of 10%. This
shall not affect the right to claim damages in excess thereof.

f)

The contractual partner‘s ability to deliver and its trustworthiness is assumed and is a prerequisite upon acceptance of the order. Getzner reserves
the right to withdraw from the order if, after the conclusion of the contract,
Getzner becomes aware of facts which are likely to seriously question thecontractual partner‘s ability to deliver or which reduce its trustworthiness.

6. Acceptance, Place of Performancea) The place of performance for the delivery of goods or, respectively, performance of services is the agreed place of delivery/service; in case of doubt,
the place of Getzner‘s registered office in Bürs. The place of payment shallbe Bürs.

3. Changes to (raw) materials etc.
a) The contractual partner shall inform Getzner in writing in good time andwithout being asked to do so in advance of any changes to (raw) materials, production processes, formulas, suppliers and vendor parts. The contractual partner may only change (raw) materials, production processes,
formulas, suppliers and vendor parts after written approval by Getzner. In
the event of changes to (raw) materials or formulas, suppliers and vendor
parts, the contractual partner shall provide Getzner with new declarations,certificates or confirmations for or about ingredients without being requested to do so.

b) The delivery or, respectively, performance of service shall only be deemedcomplete when all agreed or usually required documents (invoices, freight
documents, certificates of origin, letters of guarantee, technical documentation, operating instructions, declarations, etc.) have also been handed
over to Getzner. The handover of these documents is a prerequisite for thepayment to become due.

4. Deliverya) Deliveries must be made DPU (Delivered at Place Unloaded) (at Getzner‘s
plant in Bürs) in accordance with Incoterms 2020. The contractual partner shall ensure proper packaging. The contractual partner shall bear thecosts of packaging and any transport insurance, etc.
b) The contractual partner shall be obliged to personally provide its delivery/
service. The commissioning of subcontractors requires Getzner‘s priorwritten consent.
c) A retention of title cannot be invoked vis-à-vis Getzner.

h) Notwithstanding Getzner‘s other claims, the payment deadline shall be
extended by one week for each commenced week of delay.

c) The contractual partner shall indemnify and hold Getzner harmless for all
claims asserted against Getzner by third parties, in particular Getzner‘scustomers or public authorities, resulting from the fact that the contractual partner did not hand over an agreed or usually required document to
Getzner, or did not do so completely or on time.
d) The contractual partner shall be obliged to immediately provide Getzner
upon request and at its own expense with all information required by Getzner or one of Getzner‘s customers to prove compliance with legal or otherregulations, in particular those of Regulation EC-1907/2006, to whomsoever. This information shall include, in particular, evidence of tests, calculations and analyses, as well as any values resulting from these.
e) Machines and plants are not deemed to be accepted until they are put
into operation. A possible trial run shall not be considered as acceptance.
On the occasion of the takeover, a protocol is drawn up in which either

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the absence of defects is to be recorded or in which any defects are to be
included. The protocol shall be signed by Getzner and the contractual partner. However, this protocol shall not have any foreclosing effect preventing
Getzner from asserting any claims for defects not listed in the protocol. In
particular, the contractual partner has to remedy all defects even withouta corresponding note in the protocol.
7. Warrantya) The contractual partner warrants that the delivery/performance complies
with the agreement and the usually presupposed characteristics, in particular with all relevant regulations (e.g. Regulation EC 1907/2006), with thestate of the art as well as all relevant national and international regulations and official prescriptions/ official requirements/. Machines and plants
must in particular comply with the specifications and product-specificstandards for safety and function.
b) In the event of a defective delivery/performance, the contractual partner
shall primarily be given the opportunity to improve or replace the defective goods/performance, unless this is not reasonable for Getzner. If thecontractual partner is unable to do so or if it does not comply with this immediately within the period set by Getzner, Getzner shall be entitled to withdraw from the contract and return the subject matter of the contract at
the contractual partner‘s expense and risk or to make an appropriate pricereduction. In urgent cases, Getzner shall be entitled to carry out repairs
itself or have them carried out by a third party without granting a grace
period. The contractual partner shall bear the costs arising from this. This
shall not affect any further claims exceeding such.
c) In urgent cases, Getzner shall be entitled to remedy defects itself or havethem remedied by third parties. The contractual partner shall bear thecosts incurred for this.
d) For hidden defects, the warranty period shall only start running when such
hidden defects are detectable.
e) The contractual partner is obliged to check the quality and quantity of itsdelivery/performance itself. Getzner‘s obligation to inspect and give noticeof defects is expressly waived.
f)Getzner shall not accept any exclusions or limitations of liability on thepart of the contractual partner, in particular in connection with warranty
or compensation for damages.

8. Force Majeure and Ceasing of the Basis of the Contract to Exista) Extraordinary events caused from the outside, which occur only extremely
rarely and hinder the performance of the contractual partner, only release
the contractual partner from its obligation to perform (i) if the extraordinary event is beyond any control of the contractual partner; (ii) if it could
not be foreseen at the time of acceptance of the respective (partial) orderdespite all conceivable expertise and extreme caution, (iii) if this disruption and/or its effects can neither be averted nor overcome and (iv) if thecontractual partner proves the existence of all the aforementioned preconditions.
b) The contractual partner must inform Getzner immediately of the existenceof any such event. The obligation to perform shall only cease to apply fromthe time Getzner receives the corresponding notification and only for theduration of the disruption and to the extent of its effects.
c) Supply bottlenecks, strikes, default or non-performance by suppliers and/or third parties (for any reason whatsoever) as well as official measuresand legal norms which do not directly relate to the business of the contractual partner which is absolutely necessary for the provision of services(whereby an obligation to use any other existing operating facilities exists)shall not release the contractual partner from its obligation to perform.
d) The contractual partner affected by the extraordinary event undertakes totake all measures to limit the effects on the performance of its services.
e) If such a disruption lasts longer than 3 weeks, Getzner shall be entitled toterminate the contractual relationship.

f)

The contract may not be contested on the grounds that the basis of thecontract ceases to exist. The provisions in point 8. a) to e) remain unaffected thereof.

9. Compensation and Insurancea) The contractual partner shall be liable to Getzner for all disadvantages
resulting from a breach of contract, in particular for direct or indirect disadvantages resulting from a delayed or defective delivery/service. The
liability shall also extend to the delivery/service of subcontractors and presuppliers. The obligation to pay compensation also includes the costs ofrecall activities.
b) Getzner shall also be entitled to assert product liability claims also if Getzner uses the delivery/service predominantly in its own company.
c) Upon Getzner‘s request, the contractual partner shall be obligated to takeout liability insurance with a coverage of at least EUR 3.0 million and tomaintain it for at least 5 years after delivery/performance of service. The
contractual partner shall provide Getzner with proof of this insurance
upon request.
10. Third Party Rightsa) The contractual partner warrants that no rights of third parties exist in respect of its delivery/service and that no rights of third parties are infringed
by its delivery/service.
b) The contractual partner further warrants that Getzner can process, use
and sell the contractual partner’s delivery/service without any restrictions
and without infringing the industrial property rights of third parties (copyrights, patent rights, trademark rights, design rights, name rights, license
rights).
c) The contractual partner undertakes to fully indemnify and hold harmless
Getzner as well as its customers with regard to any claims based on third
parties‘ (industrial property) rights.
11. Prices / Invoice / Delivery Notea) Prices are fixed prices and include all expenses for the complete provisionof the delivery/service.
b) The invoice must be sent as a PDF file to the e-mail account from which theorder was received.
c) Each invoice must comply with all legal, in particular tax regulations.
d) Invoices as well as other supplier documents (e.g. order confirmations, credit notes, delivery notes or test certificates) must quote the order number
and order position of Getzner as a condition for the payment to becomedue.
12. Paymenta) The agreed remuneration is only due for payment after complete and defect-free delivery/service. The term of payment is 14 days less 3% discountor 60 days net. Payment and discount periods shall commence to run
upon receipt of invoice, but not before complete and defect-free delivery/
services and starting with the agreed delivery date at the earliest.
b) The date of placing the order with the respective payment institute commissioned to execute the payment is decisive for the timeliness of the payment. All costs of monetary transactions shall be borne by the contractual
partner. The contractual partner shall also bear the risk of a delay of thetransmitted payment.
c) In particular, Getzner shall be entitled to withhold a due payment in whole
or in part until the warranty period expires if, due to changed economic circumstances of the contractual partner, it is to be feared that the contractual partner will not be able to fulfil its warranty obligations. For the same
reason, Getzner shall be entitled to withhold agreed and due payments on
account until the contractual service has been rendered in full, if it is to befeared that the contractual partner will not be able to fulfil the contract infull. Getzner shall at any time be entitled to offset any claims Getzner may
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have against the contractual partner for any reason whatsoever against
its claims for remuneration. The contractual partner undertakes not toassign claims against Getzner to third parties, neither in part nor in full,
without Getzner‘s written consent.
d) Default interests shall amount to 4% p.a.

h) This obligation of secrecy ends 5 years after the end of the exchange of
information within the scope of the contractual relationship concerning
the delivery/service and remains unaffected by the termination of othercontractual agreements.
i)

The contractual partner shall be liable for all damages incurred by Getzner
as a result of the violation of the obligation according to point 14.

e) It is agreed that all payments shall only be made subject to reservation.

b) The contractual partner is obliged to compensate Getzner for any damage
caused by the fact that the declared origin is not recognized by the competent authority due to circumstances for which the contractual partneris responsible (e.g. Faulty certification, incorrect or insufficient declarationor lack of opportunity for verification).
14. Confidentialitya) The contractual partner is obliged to treat all information (whether in writing, electronically, orally, digitally embodied or in any other form), which
the contractual partner receives with the order or during the executionof the order, as confidential without any restriction. This obligation tomaintain confidentiality applies in particular to information about Getzner,
its affiliated companies, its projects, customers, products, production methods and sales structures.
b) Non-confidential information is however information which (i) was known
or generally accessible to the public before Getzner disclosed or handed
over the information to the contractual partner, or which becomes known
or generally accessible at a later date without breaching a confidentiality
obligation; (ii) has already demonstrably been known to the contractual
partner before Getzner disclosed the information and without breachinga confidentiality obligation; (iii) was obtained by the contractual partner
itself without using or referring to confidential information of Getzner; or(iv) was handed over or made accessible to the contractual partner by anauthorized third party without breaching a confidentiality obligation.

15. Publications/Testimonials and Advertisinga) Any evaluation or disclosure of existing business relations with Getzner inpublications or for advertising purposes is only permitted with Getzner‘s
express prior written consent.
16. Severability Clausea) Should any provision of these Terms and Conditions of Purchase be or become legally invalid or unenforceable in whole or in part, the validity of theremaining provisions of these Terms and Conditions of Purchase shall not
be affected thereby. In place of the invalid or unenforceable provision, or inorder to fill the regulatory gap, such a legally permissible provision shall bedeemed agreed which corresponds to the greatest extent possible to what
the parties to the contract wanted or would have wanted according to themeaning or purpose of this contract if they had recognised the invalidity
or unenforceability of the provision in question or the regulatory gap.
17. Applicable Law and Place of Jurisdictiona) All legal relations between the contractual partner and Getzner shall begoverned by Austrian substantive law (excluding the provisions of privateinternational law as well as UN sales law).
b) The exclusive place of jurisdiction for all disputes within the scope of application of the Brussels II Regulation or within the scope of application of the
Lugano Convention shall be the court having jurisdiction ratione materiae
and loci at Getzner‘s registered office in Bürs. Mandatory legal provisions
on exclusive places of jurisdiction shall remain unaffected by this provision.

c) The contractual partner shall be liable for all damages incurred by Getzner
or its affiliated companies as a result of a breach of this obligation.

c) For all cases outside this scope of application, the jurisdiction of the International Arbitration Institution of the Austrian Federal Economic Chamber (VIAC) (according to its Rules of Arbitration (Vienna Rules)) shall beagreed. The place of arbitration shall be Bludenz, Austria. The arbitration
language shall be German. If the contract is drawn up in a language otherthan German, English shall be the arbitration language. The jurisdiction of
the Arbitral Tribunal shall not exclude that a party applies to a state court
for interim or protective measures before or during the arbitral proceedings or that the court orders such measures.

d) The contractual partner undertakes to contractually impose this obligationof confidentiality on its employees and, if subcontractors are commissioned, on subcontractors and their employees.

d) However, Getzner shall always be entitled to bring a claim against the contractual partner before another court having jurisdiction over it, as long as
the agreed court or the Arbitral Tribunal has not been seized yet.

e) All documents handed over by Getzner shall remain Getzner’s property.
They may only be used to fulfil the contractual partner‘s delivery/service
and may not be made available to third parties and have to be entirely
returned to Getzner unsolicited after execution of the order.

as of: July 2024f)

Getzner shall be exclusively entitled to all rights of use regarding all illustrations, drawings, calculations, analysis methods, formulas, plans, drafts,
samples, specimens and other works produced or developed by the contractual partner or its subcontractors in connection with the order or its
execution. They may only be used by the contractual partner to fulfil thecontractual partner‘s delivery/service and may not be made available tothird parties.

g) Copies made by the contractual partner shall be destroyed by the contractual partner without being requested to do so once the cooperation has
ended.

General Terms of Conditions of Purchase GCT EN© Copyright by Getzner Circular Technologies GmbH | 07-2024

13. Declaration of Originating Statusa) The contractual partner shall be obliged to submit certificates of origin for
its delivery/service if and to the extent that this is required by public law or
if Getzner so requests. The contractual partner undertakes to enable theverification of the certificates of origin by the competent customs authorities and to provide the necessary information as well as any necessaryconfirmations.

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