GENERAL TERMS AND CONDITIONS OF SALE AND
DELIVERY TANIOBIS Smelting GmbH & Co. KG
I. General
These General Terms and Conditions shall become an integral part ofany Purchase or Supply Contract. Modifications and amendments shall
only be effective when provided in written or electronic form; this shallalso apply for any abolition of this requirement of written or electronic
form. Purchasing conditions to the contrary of or in addition to theseTerms and Conditions or any other limitations of Purchaser shall not berecognised unless Seller has expressly agreed to them in writing fromcase to case.
II. Quotation, Orders, Assignment
1. Quotations of Seller shall have no binding force with respect to price,
quantity, delivery time and possibility of delivery.
2. Orders by Purchaser shall only become binding for Seller when
confirmed by Seller. Confirmations shall be performed in written or
electronic form.
3. Purchaser may not assign rights under purchase and delivery
contracts with Seller unless Seller gives its prior written consent.
III. Invoicing
1. The determination of weight which is decisive for invoicing shall be
carried out at the shipping point of Seller’s supply plant, unless
Purchaser, at its own costs, demands that weighing is performed at thestation of departure. Calculation basis for the agreed price shall be thepurchase price for the necessary ingoing material. Should Seller be able
to prove that the officially quoted raw material price for the ingoingmaterial required from time to time, as quoted at the LME and publishedin the London Metal Bulletin, exceeds the calculated purchase price bymore than 5%, the agreed selling price shall increase accordingly.
IV. Payment Conditions, Payment Transactions
1. Verification of the invoice by Purchaser has to be carried out within 10
days after its receipt. When no objection is made during this term, theinvoice shall be considered as acknowledged.
2. For defaults in payment, the legal provisions shall apply. In addition tothat, Seller shall be entitled to keep back further deliveries or partial
deliveries –even when already confirmed – and to make these, in Seller’s
discretion, dependant on prepayment of the purchase price or provisionof adequate security. If Purchaser defaults at least two payments fromthe business relations with Seller, any and all payment obligations ofPurchaser under any and all business relations with Seller shall becomedue immediately.
3. Down-payments and prepayments have to be performed subject tothe addition of statutory turnover tax (Umsatzsteuer), which may be due.
Purchaser shall be liable in the amount of statutorily owed turnover tax
in the event of failure to invoice for it in case of factual domestic deliveries
as provided for in German turnover tax law (Umsatzsteuergesetz),
particularly in cases, when material is collected and it is subsequently
omitted to provide Seller with the required proofs of exportation /certificates of delivery.
4. Payments shall only be deemed as effected when the respective
amount has been finally credited to a bank account of Seller.
5. Purchaser may only carry out set-offs or claim rights of retention incase of accounts receivable which have been determined by a decree
absolute or are uncontested. Purchaser shall furthermore only haverights of retention to the extent that its counterclaims are based upon thesame contractual relationship.
V. Deterioration of Assets
1. Should it be discovered after conclusion of a contract with Purchaserthat fulfilment of its contractual duties is jeopardised due to its financial
situation (in particular in case of cessation of payments, petition for
insolvency proceedings, attachment or forced execution measures,protest acts for bills of exchange or cheques and returns of debit notes,
also in relations with third parties) Seller shall be entitled to withholddelivery until, in Seller’s discretion, prepayment of the purchase price ismade or adequate security provided. This shall also apply when, due topayment defaults by Purchaser, well-reasoned doubts regarding its
ability to pay or its credit standing exist.
2. If a current account relation exists within the framework of the business
relation, Seller shall, in the cases mentioned in item IV.1, furthermore beentitled to withhold deliveries until all payments from acknowledgedbalances are received or adequate security is provided.
3. In the event that the prepayment or provision of security under Item
V.1 is not fulfilled by Purchaser within fifteen days, Seller shall be entitled
to rescind the respective contract.

VI. Delivery, Risk-Bearing
1. Unless otherwise agreed, all deliveries shall be made in accordancewith the INCOTERMS® clause to be agreed between the parties in eachcase in accordance with INCOTERMS® 2020. Additional costs causedby special shipment requests of Purchaser shall be borne be the latter.
The same shall apply to increases of shipment rates occurring after
contract conclusion, possible extra costs for re-routing, warehousing
costs etc., unless delivery with freight paid has been agreed.
2. Delivery dates follow from the respective order confirmation and shall
only be valid under the reservation that Seller itself receives deliveriescorrectly and punctually.
3. To the extent that a fixed delivery date has been agreed, Purchaser
has to set an appropriate grace period for supplementary fulfilment incase of default. Only after effectless passing of this period, Purchaser
may rescind the contract, unless such supplementary grace period is in
exceptional cases made dispensable by law.
4. The risk of perishing, loss or damaging of the goods shall pass toPurchaser upon staging of the goods for collection on the agreed delivery
date. If Shipment has, from case to case, been agreed, the risk shallpass to Purchaser upon dispatch of the goods.
5. Goods not received in time shall be stored at Purchaser’s cost andrisk.
VII. Force Majeure
Force majeure of any type, e.g. war, terrorism, riot, fire, flood or other
unforeseeable circumstances which the Party liable to perform cannot
be held responsible for, especially disruptions of operations, traffic orshipping, lack of workforce, energy or raw materials, strike, lock-outs,
decrees by the authorities or own incorrect or late supply, which preventthe liable Party from fulfilling its contractual obligations and duties, shallexempt such party from such contractual liability for the duration andscope of such impediment. The liable party will notify the other party of
the circumstances of such impediment as well as the expected durationof the delay. If the impediment lasts for more than eight weeks, bothparties shall have the right to rescind the contract. Should Seller’s
procurement sources be lost in whole or in part, Seller shall not be
obliged to cover its requirements from other suppliers. In such an event,Seller shall have the right to distribute the available quantities of goods
according to the sequence in which orders were received by Seller.
VIII. Reservation of Title
1. The goods supplied shall only pass into Purchaser’s ownership when
Purchaser has fulfilled all its liabilities under the business relation with
Seller (including related costs and charges, claims for damages andpayment of cheques and bills of exchange). If a current account relation
exists within the framework of the business relation, ownership in the
goods supplied shall only pass to Purchaser, when all payments under
acknowledged balances have been received.
2. Having set an appropriate supplementary grace period, Seller shall beentitled to rescind the contract and demand surrender of the goods
supplied under reservation of title (“reserved goods”) from Purchaser,when the latter acts contrary to the contract, especially when defaulting
payment.
3. Upon restocking of the reserved goods, Seller shall, following aprevious threat to this effect, be authorised to appropriately dispose of
these goods; the proceeds from such disposal are to be set off against
Purchaser’s liabilities, after deduction of appropriate disposal costs.
4. When reserved goods are processed, Purchaser is acting for Seller. If
the reserved goods are processed, transformed, mixed or combined withgoods which are not owned by Seller, Seller acquires co-ownership in
the products so generated in the proportion of the invoiced value of thereserved goods to the invoiced value to the other processed,transformed, mixed or combined goods at the time of such processing,transformation, mixing or combination. The product so generated, shallbe treated in the same manner as reserved goods. If combination or
mixing is performed with a principal object of Purchaser, Purchaser is
now already transferring the pro-rated co-ownership in the new object toSeller.
5. Purchaser has the obligation to keep the reserved goods in safe
custody for Seller, maintain and repair them at its own expense andinsure them against loss and damaging at its own expense within theframework of the due diligence which can be demanded from a prudent
businessman. Purchaser herewith assigns its claims under insurance
contracts to Seller in advance.
6. As long as Purchaser properly fulfils its liabilities towards Seller,
Purchaser shall be entitled to dispose of the reserved goods in the

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orderly course of business; this entitlement shall however not apply tocustomers of Purchaser who have excluded or limited the assignment of
payment claims directed against them. Purchaser is not authorised toattach, assign by way of security or otherwise encumber the reserved
goods. In case of reselling, Purchaser has to make the transfer ofownership dependant on full payment of the goods by its customer.
7. Purchaser shall, at this time already, assign in advance all claims
against its customers to Seller; this shall include any and all collateraland security rights arising from reselling reserved goods and serve as
security for all claims against Purchaser accruing to Seller under thebusiness relation. In the event that a current account relation under
Section 355 HGB (Handelsgesetzbuch) exists within the framework of
the business relations between Purchaser and its customer, then suchassignment shall also cover the acknowledged balance. Seller accepts
the assignment. If the reserved goods are sold at a total price together
with other objects, then the assignment shall be limited to the pro-rated
amount of Seller’s invoice for the reserved goods included in such sale.
If goods are sold, in which Seller holds a co-ownership share under Item
VIII.4, then the assignment shall be limited to that part of the claim, whichcorresponds to the co-ownership share of Seller. If Purchaser uses thereserved goods for the remunerated improvement of objects in theownership of third parties, Purchaser herewith assigns in advance its
claim for remuneration against such third party to Seller, for security
purposes as mentioned above.
8. As long as Purchaser fulfils its payment obligations from the proceeds
collected in due time and in particular, as long as no petition for opening
insolvency proceedings has been filed and as long as Purchaser does
not stop its payments, Purchaser shall, subsequent to such assignment,
retain entitlement to collect the claim under resales or improvements
itself. Seller’s entitlement to collect such claims shall remain unaffected.
Purchaser is not authorised to perform attachments and assignments ofany kind whatsoever of the claims against third parties which wereassigned to Seller.
9. If Seller has the impression that realisation of its claims is jeopardisedon account of any of the cases mentioned under Item VIII, Phrase 1,
Purchaser shall, upon Seller’s request, notify its customers of suchassignment and submit all information and documents required for theredemption of such claims to Seller. When such a case occurs,
Purchaser’s right to redeem the claims shall become void.
10. Any attachments of the reserved goods and assigned claims infavour of third parties have to be notified by Purchaser to Seller without
delay. In addition to that, Purchaser has to inform such third parties about
the entitlements of Seller to the reserved goods and/or the assigned
claims. If such third party is unable to reimburse the judicial andextrajudicial costs of an action under Section 771 ZPO(Zivilprozessordnung), Purchaser shall be liable for the loss incurred bySeller.
11. If the value of the securities Seller is entitled to exceeds Seller’s
claims against Purchaser, which are subject to security, by more than
20 %, then Seller shall, upon Purchaser’s demand, be obliged to release
these accordingly. Selection of the security to be released shall be
carried out by Seller.
IX. Claims for Damages
1. Seller’s liability for damages caused by ordinary negligence is limited
to damages caused by violations of cardinal contractual obligations, thefulfilment of which shall be a prerequisite for orderly performance of thecontract and upon the observation of which the contract partner
regularly relies and may rely. In this case however, liability shall belimited to typically foreseeable damages. This limitation of liability shallequally apply to damages caused by gross negligence of employees oragents of Seller, who are not corporate bodies or officers of Seller.
2. The limitation period is two years from the point of time, when theclaim was created and Purchaser became aware of the circumstances
upon which such claim is founded. The claim shall become time-barred
three years after the event causing the damage, irrespective ofPurchaser’s knowledge of such event. In case of claims for damages
due to defects, the limitation period shall be governed by item X.
3. The limitations of liability shall apply to all claims for damages
irrespective of their legal grounds, with the exception of claims fordamages by Purchaser (i) due to intent, (ii) under product liability law,(iii) for fraudulent concealment of defects, (iv) defects in relation towhich a guarantee of quality had been assumed, (v) from injury of life,
body or health, or (vi) for gross negligence of corporate bodies orofficers of Seller.

X. Notification of Defects
1. Notifications of defects will only be taken into consideration whenthese are communicated to Seller in writing with specific identification of
the defect, immediately but not later than within ten days after arrival of
the goods concerned. Purchaser has to specifity the notification of
defects by sending documentary evidence, samples and shipping lists,
as well as indicating code and date of the respective invoice. Anotherrequirement is that 80 % of the goods supplied are ready for inspection
by Seller in their unopened packaging.
2. In case of concealed defects, written notification has to follow without
delay but not later than within ten days after discovery of the defect; theburden of proving that a concealed defect is present is to be borne by
Purchaser.
3. Rejected goods may only be sent back with express consent of Seller.
XI. Claims Based on Defects
1. In case of justified claims for defects, Purchaser shall initially beentitled to claim supplementary performance, with Seller having the rightto choose reworking or additional supply; such supplementary
performance is carried out without acknowledgement of any legal
obligation. If supplementary performance by Seller fails, Purchaser may,in its discretion, reduce the purchase price or rescind the contract.
Purchaser’s claims for expenses necessarily incurred for the purpose of
supplementary performance, especially transport, travel and labourcosts and costs of materials are excluded to the extent, that such
expenses increase because the delivered item has subsequently been
relocated to another place than Purchaser’s place of business, unlesssuch relocation is in keeping with its intended use; Seller may invoice
Purchaser for the additional costs incurred.
2. Damage claims under Item IX shall remain unaffected. Purchaser is
not entitled to any further claims for damages.
3. Purchaser shall bear appropriate costs for any unjustified assertion ofclaims based on defects (e.g. when the goods were not defective).
4. Claims based on defects become time-barred one year after delivery.
This limitation shall however not apply, when (i) a defect was fraudulently
concealed or (ii) when a guarantee for the quality of a good was assumed.
In case of claims for damages, this limitation shall furthermore not beapplicable in the following cases: (i) Injury of life, body or health, (ii) intent,and (iii) gross negligence by corporate bodies or officers of Seller.
Agreements of warranties shall only be effective if in writing. A warranty
shall only be effective when it describes the content of the warranty as
well as duration and territorial scope of the warranty cover with sufficientprecision.
XII. Quality of the Goods, Technical Advice, Use andWorkmanship
1. Only the quality described in Seller’s specifications will be consideredas quality of the goods.
2. Any consultation of Seller relating to application technology, be it orally,in writing or through experiments, shall be carried out to its best
knowledge but is only considered as information provided without any
commitment, also in relation to possible intellectual property rights ofthird parties. It does not release Purchaser from performing its own
examination of the goods supplied by Seller for their suitability for theintended processes and purposes. Application, use and processing of
the goods happen outside the realm of Seller's control and are thus thesole responsibility of Purchaser.
3. Seller has registered the substance, to the extent necessary, forcertain applications under the REACH-Directive. Purchaser bears thesole responsibility for ascertaining, whether the application contemplated
by Purchaser is registered as well. Use for purposes which are notregistered is prohibited. Purchaser shall bear the sole and unlimited
responsibility for violations.
XIII. Trademarks
1. It is not allowed to offer or supply substitute products in place of
Seller’s products and simultaneously refer to these products, or to
combine product names of Seller, whether protected or not, with the word"substitute" or to contrast them with the names of substitute products inprice lists or similar business documents.
2. When products of Seller are used for manufacturing purposes orprocessed subsequently, it is furthermore not allowed to use productnames of Seller, especially its trademarks, on such goods, the packagingof these goods or related printed matter and advertising material without
prior consent of Seller; this applies especially to indications ascomponent. The supply of products under a trademark is not to be

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deemed as consent to use this trademark for the products manufactured
from them.
XIV. Export Control
1. Purchaser undertakes to observe relevant national and international
export control provisions, in particular Directive (EC) 2580/2001 andDirective (EC) 881/2002 as amended from time to time, as well as, if
relevant, U.S. Export Administration Regulations (EAR), International
Traffic in Arms Regulations (ITAR) and other controls relating to finaluse/final users (“catch-all”). Purchaser has to obtain all necessary
approvals and licences as well as any other permits in time, which arerequired for the utilisation or exportation of the delivery item under allthese applicable laws.
2. Purchaser undertakes to issue End Use Certificates and furnish anyother documents required for filing applications with competentauthorities, to the extent that such are requested by Seller.
3. Purchaser shall be liable to Seller for any violations of the obligations
under Item XIV.1 and Item XIV.2 as well as damages caused bygovernment actions which are the direct result of false statements ofPurchaser.
XV. Code of Conduct
The Purchaser accepts the Seller‘s Code of Conduct in its current
version made available and undertakes to take appropriate measures tocomply with it.
XVI. Applicable Law, Place of Jurisdiction, Miscellaneous
1. Any and all regal relations in connection with the contract shallexclusively be governed by the law of the Federal Republic of Germany,
excluding the UN Convention on Contracts for the International Sale ofGoods (CISG).
2. Clauses for the supply of goods corresponding to normal tradepractice are to be interpreted according to INCOTERMS® 2020.
3. In cases where it has been agreed that Seller bears the customs andimportations duties of the country of destination, increases of such duties,
which become effective between the time when the order confirmation
was issued and the time of delivery of the goods, shall be borne by
Purchaser. Declaration of customs and importation duties shall in any
event be assumed by Purchaser. All other fees, taxes and costs
connected with the purchase, exportation or importation of the goods
shall also be borne by Purchaser.
4. In the event that individual clauses of these Terms and Conditions ofSale and Delivery are or become ineffective, then this shall not affecteffectiveness of the other clauses. Any ineffective ruling has to be
replaced by Parties with a ruling which comes as close as possible to theeconomic purpose of the ineffective ruling, and which is effective.
5. Place of performance for the respective delivery shall be the place ofdelivery or dispatch; for payments it shall be Goslar.
6. Exclusive place of jurisdiction shall be Braunschweig, Germany.
7. Purchaser shall bear all fees, costs and expenses incurred inconnection with the successful assertion of rights against Purchaser
outside of Germany.

Goslar, January 2024

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