General Purchasing Terms and Conditions
TANIOBIS GmbHI. General
1.1 These general purchasing terms and conditions ("GeneralPurchasing Terms and Conditions") of TANIOBIS GmbH("Purchaser") shall apply and become an integral part of any current or
future purchasing contracts, transactions and any other agreement
between Purchaser and a selling party ("Seller"). They shall only apply
if Seller is an entrepreneur (Section 14 German Civil Code (BGB)), a
legal entity under public law or a special fund under public law.
Conflicting or supplementary terms and conditions of purchase or anyother restrictions by Seller shall not be accepted and effective unless
Purchaser has expressly agreed to them in advance and in writing in theindividual case.
1.2 Any other understandings, amendments or ancillary agreements
shall only be valid when Purchaser expressly agrees to them in writing.
II. Quotation
2.1 In its quotation, Seller has to closely adhere to the Purchaser's
request and in case of deviations, it has to expressly point these out.
2.2 The quotation has to be provided free of charge and does notestablish any obligations for the requesting party. Cost estimations shall
only be remunerated upon specific agreement.
III. Order
3.1 Orders and order changes shall be placed by Purchaser in writing orelectronically. The contents of oral or telephone discussions shall, incase of doubt, only be binding when confirmed in writing.
3.2 Any order and order change has to be confirmed by Seller in writing
and handled separately within its overall correspondence.
3.3 All documents have to show: purchasing department, complete ordernumber, date of order and reference number of Purchaser.
IV. Delivery Time
4.1 The delivery time is binding. As soon as Seller has reason for theassumption that it may be fully or partly unable to fulfil its contractual
obligations at all or not on time, it has to advise Purchaser without delay,
providing reasons for this circumstance and the expected duration of thedelay. Should Seller fail to give this notice, it shall be liable for damages,
unless Seller proves that it is not responsible for the fact that such notice
was not furnished on time.
4.2 If Seller fails to perform within the agreed delivery time, it shall beliable under the provisions of law.
V. Liability for Defects, Notice of Defects and Responsibility
5.1 Seller warrants that the delivery item has no defect affecting its value
or suitability, that it has the agreed or warranted quality, is suited for theuse provided for in the contract, that it complies with generally acceptedrules of engineering (state of the art) and the most recent rules andregulations of the authorities, applicable provisions of law, safety-related
requirements as applicable from case to case as well as the rules andregulations for safety and health at work and the prevention of accidents.
If the delivery item does not fulfil these requirements, Purchaser may, inits discretion, claim remedy of the defect or supply of an item free fromdefects. In the event that the other legal requirements are fulfilled,Purchaser may rescind the contract, reduce the purchase price, or claim
damages including damages in place of performance or reimbursementof expenses incurred in vain.
If Seller has also assumed warranty for the quality or durability of thedelivery item, Purchaser may additionally also assert claims under suchwarranty. This shall not apply to defects or damages of the delivery item
caused bya) normal wear and tear,b) improper handling by Purchaser.
Applicability of Section 377 German Commercial Code (HGB) isexcluded.
5.2 The warranty periods for defects as provided by law shall apply,
unless expressly agreed otherwise. Reduction of the warranty period for
defects is excluded.
5.3 Seller's warranty for defects shall also extend to parts manufactured
by sub-suppliers.
5.4 A notice of defects shall suspend the statute of limitations by theperiod between notice and elimination of the defect. If the delivery item
is replaced, repaired or newly supplied in whole or in essential parts, then
the warranty for defects shall start to run again for the entire item, in caseof partial replacement, this shall apply to the replaced parts.
5.5 The rejected parts will, in case of replacement, become property ofSeller after their removal; it will be responsible for their proper disposal.

5.6 If Seller has failed to remedy the defect within a reasonable period oftime, or if such remedy of defects has failed once, Purchaser shall beentitled to have the defect remedied on Seller's account.
5.7 Seller shall hold Purchaser harmless from any claims under
manufacturer’s liability as well as based on product liability law, if and to
the extent that Seller or its sub-supplier have caused the product defectbeing the cause for such liability – in the event that product liability law
is applied. Otherwise, Seller is free to prove that it is not responsible forthe defect being the cause for such liability.
5.8 Seller warrants that the substances supplied are, if necessary,registered under the provisions of the REACH directive with regard totheir features and use as provided for in the contract.
VI. Inspections
If inspections have been scheduled for the delivery item, Seller shall bear
the costs of material and its own staff. Purchaser shall bear the costs ofits own staff for such inspections. Seller has to give Purchaser a binding
notice of its readiness for inspection not less than one week in advanceand agree an inspection date with him. If the delivery item is notpresented on that date, Purchaser's costs of inspection staff will becharged to Seller. If repeated or further inspections are required on
account of defects ascertained, Seller shall bear all costs of material andstaff in relation thereto. Seller shall bear the costs of material and staff
for material certificates for the ingoing materials.
VII. Insurances
7.1 Transport insurance will be concluded exclusively by Purchaser.
7.2 Unless agreed otherwise, Seller has, at its own expense, to conclude
a liability insurance with sufficient minimum cover for damages causedby himself, its staff or its agents through services provided or itemsdelivered; on Purchaser's request; it has to provide evidence of this.
Seller's liability is not limited by the conclusion and proof of any liability
insurance.
7.3 Conclusion of special erection insurance in addition to the liability
insurance under Item 7.2 above shall from case to case require a specificagreement between Purchaser and Seller.
7.4 Machines, devices etc. put at Purchaser’s disposal will be insured
against normal risks by Purchaser. Any further liability of Purchaser for
perishing or damaging of the machines, devices etc. put at its disposal
will be excluded – with the exception of cases where this is committed
intentionally or on account of gross negligence.
VIII.
Shipping Instructions
8.1 For each individual shipment, Seller has to send a detailed shipping
notice, separately from goods and invoice, on the day of shipment. The
delivery has to be accompanied by a delivery slip and shipping list. In
case of shipment by boat, the name of the shipping line and of the vessel
has to be shown on the shipping documents and the invoice. Seller has
to select those means of transportation which are most favourable andbest suited for Purchaser. In all shipping notices, delivery slips, shipping
lists, freight documents, invoices, on the exterior packaging etc., theorder symbols and data on the place of unloading as prescribed byPurchaser have to be indicated in full.
8.2 As a matter of principle, Seller has to package, identify and ship
hazardous products according to nationally/internationally applicableprovisions. Apart from the class of hazard, accompanying documents
also have to include further indications as determined in the respective
shipping instructions.
8.3 Seller shall be liable for damages and take over any costs incurred
due to non-observance of these instructions, unless it proves that it is not
to be held responsible for the event causing such liability. In this respect,
it shall also be responsible for observation of these shipping instructions
by its sub-suppliers.
8.4 All shipments which cannot be accepted on account of nonobservance of these instructions will be stored at Seller's costs and risk.
Purchaser is entitled to determine contents and condition of such
shipments. It is not permitted to load tools and equipment together withthe delivery items.
IX.
Calculation - Prices
In the event that Seller reduces its prices and improves its conditions
during the period between order and delivery, the prices and conditions
which are valid on the day of delivery shall apply.
Prices for purchases by nationals and residents of the European
Community shall be free Purchaser’s point of delivery, freight, packaging,insurance etc. included, plus statutory turnover tax which may become
due.

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General Purchasing Terms and Conditions
TANIOBIS GmbHXVII.
Export control – Origin of Goods
In the performance of the Contract, Seller has the obligation to observe
relevant regulations and conditions imposed by law and authorities.
Seller shall in particular be liable for ensuring that no embargo provisionsof the UN Security Council, the European Commission or any national
legislators are violated or ignored by supplying the delivery items. Seller
shall bear the exclusive responsibility for proper exportation of thedelivery items from the country of shipping; Seller shall in particularundertake to obtain any and all permissions required in foreign trade,and to indicate the origin under commercial law as well as the ECCN ofthe delivery item in writing in its quotation, this shall in particular apply incase of relevance of the US Export Administration Regulations (EAR) orthe International Traffic in Arms Regulations (ITAR). The goods supplied
have to fulfil the conditions of origin of the preferential agreements of theEU, unless the order confirmation contains any explicit statement to thecontrary.
XVIII.
Code of Conduct
The Seller accepts the Purchaser‘s Code of Conduct in its current
version made available and undertakes to take appropriate measures tocomply with it.
XIX.
Place of Performance and Place of Jurisdiction
Place of performance shall be the place of receipt scheduled byPurchaser, unless indicated otherwise in the order. Exclusive place ofjurisdiction shall be Braunschweig.

Prices for purchases by non- residents of the European Community shallbe free Purchaser’s point of delivery, freight, packaging, insurance etc.
included, statutory turnover tax and customs duty excluded. Any and allancillary fees, public duties, newly added costs, freight etc. as well as
their increases, directly or indirectly raising the costs of delivery, shall beborne by Seller.
In all other respects, interpretation shall be governed by theINCOTERMS® 2020 of the ICC.
X. Invoice and Payment
10.1 Wording, order of the text and prices of invoices have to correspondto the respective order. Additions or reductions of deliveries have to belisted separately in the invoice.
10.2 Unless otherwise agreed, the payment term shall be 30 days fromreceipt of the invoice. Invoices must not be issued before the goods havebeen received.
XI.
Documents
11.1 Any and all drawings, standards, guidelines, analytical methods,
formulations and other documents provided by Purchaser to Seller forthe purpose of manufacturing the delivery item, as well as any
documents compiled by Seller on the basis of specific data of Purchaser
shall remain the property of Purchaser and may not be used by Seller for
any other purposes nor reproduced or disclosed to any third parties.
Upon request, they have to be handed over to Purchaser without delay,
including any and all copies and reproductions. Purchaser reserves theindustrial property rights in any and all documents handed over to Seller.
Seller has to consider the inquiry, the order and any work relating thereto
as business secret and keep them in confidence accordingly. Seller shallbe liable for any and all damages caused to Purchaser on account of any
violation of these obligations, unless it proves that it is not to be held
responsible for the event causing such liability.
Participation of Purchaser by way of technical discussions or
explanations does not release Seller any from duties under warranties
for defects and other obligations.
11.2 Documents of any kind, which Purchaser requires for use, erection,assembly, processing, storage, operation, maintenance, inspection,
upkeep and repair of the delivery item have to be provided by Seller in atimely manner, without being requested to do so, and free of charge.
11.3 Standards and guidelines mentioned by Purchaser shall apply intheir latest relevant version. Works standards and guidelines ofPurchaser have to be requested by Seller in time, unless they werefurnished already.
XII.
Items
Moulds, models, tools, films etc., which were produced by Seller for thepurpose of performing the order shall, by means of payment, vest inPurchaser, even when they remain in the possession of the Seller. Upon
request, these items have to be handed over to Purchaser.
XIII.
Assembly, Maintenance, Inspection, Repair etc.
13.1 If assembly, maintenance, inspection, repair or other activities arecarried out in a Purchaser plant, the safety and administrative regulations
for outside companies carrying out orders on the premises of Purchaser
plants shall apply. These will be handed over before work commences;if necessary, they have to be requested from the works protection
department.
13.2 Purchaser shall not bear any risk for property of Seller or its staff
which was brought into the plant of Purchaser.
XIV.
Patent Infringement
Seller is liable for preventing that patents, licences or intellectual property
rights are violated by the delivery and use of the delivery items, unless it
proves that it is not to be held responsible for the event causing suchliability. Applicable licence fees shall be borne by Seller.
XV.
Promotional Material
References to the business relationship with Purchaser in informationand promotional material shall only be permitted with the express, written
prior approval by Seller. Anwendbares Recht, Auslegung von Klauseln
etc.
XVI.
Applicable Law, Interpretation of Clauses, etc.
16.1 German law shall apply exclusively. Application of the UN Sales
Convention dated 11 Apr. 1980, effective since 01 Jan. 1991, will beexcluded; the same applies to the rules concerning internationalcompetence.
16.2 Clauses customary in trade shall be interpreted according to theIncoterms ® 2020 of the ICC.

Goslar, August 2023

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