GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF
RAW MATERIALS TANIOBIS GmbHI. Applicable terms and conditions
1. All legal relations between the supplier and the buyer are solely based onthese terms and conditions and possible further agreements.
2. No other terms and conditions shall be applied, even if these have not been
expressly ruled out for individual cases.
II. Order
1. Orders, order confirmations and delivery schedules as well as alterations
and additions to them must be made in writing.
2. Delivery contracts negotiated verbally, by telephone or by fax will
become effective after the buyer has placed an order.
III. Delivery dates
1. The agreed delivery dates are binding, including the dates agreed withindelivery schedules. Relevant for meeting a delivery date is the receipt of thegoods at the place of delivery.
2. If bindingly agreed delivery dates are exceeded, the buyer has the right toclaim compensation for damages caused by the delay, provided the suppliercannot prove that the delay was not his fault. By accepting delivery of thedelayed consignment the buyer does not renounce these rights.
3. In the case of force majeure the contractual partners are obliged, withinreason, to immediately provide all necessary information and to act in goodfaith to adjust their obligations to the new conditions.
IV. Further Conditions
If the buyer and the supplier have not agreed in writing any contrary conditions,the following conditions shall apply:
1. Measurements, weights and chemical composition
All materials ordered are subject solely to the standards/raw material
standards and quality specifications of the Federal Republic of Germany. On
receipt of the consignment the buyer has the right to check the dimensions,weight and chemical composition of the goods. The dimensions, weights andcomposition stated in the despatch or delivery note are only binding for thebuyer if they correspond to the data obtained during the checks of the goods
received.
2. Insurance
The goods shall be insured for 110% of the invoice value against all risks, i.e.,
Institute Cargo Clauses (A). The supplier bears all cost for insurance.
3. Packaging
The goods shall be properly packaged in customary packaging which mustbe suitable for transport by land and water. The supplier bears all cost forpackaging. This also applies to the costs of packaging materials, loaned
receptacles, containers etc. for any return transport of the goods.
4. Prices
Prices for orders from home country nationals and EU members are carriage
paid to the buyer's place of delivery, including freight, packaging andinsurance etc., plus possible statutory VAT charged at current amounts.
Prices for orders from non-EU members are carriage paid to the buyer's placeof delivery, including freight, packaging and insurance etc., excluding
statutory VAT and customs duties.
The supplier bears the cost of any additional charges, public charges, added
costs, taxes, freight etc. and any increases to these amounts which indirectlyor directly increase the price of the consignment.
Commercial terms and conditions shall be interpreted according to the ICC
INCOTERMS® 2020.
5. Use of delivered goods
The buyer has the right to process the delivered goods even before theanalysis results are available if 4 samples have been taken from the delivered
goods according to accepted engineering rules. The buyer retains 2 samples
under seal for later use, the other samples are used for analysis.
V. Payment
Relevant for the payment are the dimensions, weights and chemicalcomposition as determined by the buyer on delivery of the goods. If theconsignment is incorrect, the buyer is entitled to retain part of the payment
amount until the contract has been duly fulfilled. If some of the required
documents are missing (e.g., analysis values, weight lists, bill of lading etc.)
the buyer has the right to retain a suitable payment amount until thedocuments have been received.
VI. Warranty
1. The supplier must adhere to accepted engineering rules, safety regulations
and the agreed technical data for the consignment.
2. The supplier guarantees where required that the properties of the suppliedmaterials as well as their contractually agreed use are registered according
to the REACH regulation.
3. With the delivery of the goods the supplier gives an assurance that thegoods delivered are the sole property of the supplier and not subject to any
rights from third parties.
4. The contractual condition of the goods is determined by the agreed upon
condition on approval of the goods which is suitable for the use stipulated in
the contract. Approval depends on verification of the accuracy and suitabilityof the goods. The buyer shall inform the supplier immediately and in writingof any defects, as soon as these have been determined through proper
business procedures, in this respect the supplier will waive any plea for a late

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notification of defects. The buyer has the right to process defective goods if
this contributes to a mitigation of damages and the buyer has taken aminimum of three samples of the material before processing. These samples
will be used as evidence for the condition of the whole consignment. Thesamples must have been taken by the buyer according to accepted
procedures. On request the buyer will hand over one sample to the supplier.
By processing the goods, the buyer does not renounce his right to remedial
measures, mitigation or compensation.
5. On delivery of a defective consignment the buyer can demand that thesupplier chooses between sorting out the defective goods or rectification oradditional delivery. If the supplementary performance is not successful, thebuyer is entitled to withdraw from the contract; this does not affect the existing
statutory right of withdrawal. The right to mitigation and compensation is notaffected; including the right of compensation instead of the service as well as
the right to demand compensation for expenditure.
VII. Export control – Country of origin of goods
When fulfilling the contract the supplier is obliged to observe the relevant
statutory and official regulations and requirements.
In particular the supplier is liable to ensure that by delivering the consignment
no embargo regulations of the UN Security Council, the EuropeanCommission or any national legislation will be violated or disregarded.
Supplier guarantees that the supplied products are in strict compliance withthe conditions as defined by the OECD under Due Diligence Guidance for
Supply Chains of Minerals from Conflict-Affected and High-Risk Areas inreference to areas of conflict or areas of war and in accordance with theprovisions of the TANIOBIS GmbH Raw Material Policy in its current version.
Supplier grants buyer the right to perform independent audits in all of
supplier’s production sites to confirm compliance with buyer’s policy regardingResponsible Supply Chain Management. The supplier has sole responsibility
for exporting the goods according to the rules from the country of despatch
and in particular undertakes to obtain all necessary permits as well as to statein his written offer the country of origin of the materials delivered according tocommercial law and the ECCN number, especially with respect to US Export
Administration Regulations (EAR) or International Traffic in Arms Regulations(ITAR).
The supplier accepts the buyer‘s Code of Conduct in its current version madeavailable and undertakes to take appropriate measures to comply with it.
The delivered goods must fulfil the conditions with regards to country of originof the most favored nation agreement of the EU as far as these are relevantto the delivery contract in question. Supplier has to obtain the consent of thebuyer if the Supplier intends to deliver material from a different mine/resourceor makes alterations to the production process of the delivered materials.
If the supplier is from a country or has its registered offices in a country where
the principles and criteria of the Extractive Industry Transparency Initiative(EITI) apply, the supplier undertakes to disclose the relevant data under saidprinciples and criteria to the relevant authorities.
VIII. General terms and conditions
1. If insolvency proceedings or similar judicial or extrajudicial proceedings areapplied for, opened or rejected due to lack of funds with regards to the assetsof one of the contractual partners, the other contractual partner has the rightto terminate without notice the part of the contract which has not yet been
fulfilled.
2. Should parts of these terms and conditions or of any further agreements
become invalid, the remainder of the contract remains valid. The contractual
partners are obliged to replace the invalid condition with another provision
which provides the same business results.
3. The buyer is entitled to transfer the contract partly or in total to an affiliate
without obtaining consent of the supplier.
4. Only the laws of the Federal Republic of Germany shall apply to thiscontract. The United Nations convention on the International Sale of Goods(CISG) shall not be applicable.
5. The place of fulfilment is the place of delivery stated in the order.
6. The sole place of jurisdiction is Braunschweig.
Goslar, August 2023