General Terms and Conditions of Sale

SCIBO BV, Valeriusstraat 251h, 1075 GB, Amsterdam, The Netherlands - hereinafter referred to as the "Seller" -

§ 1 Scope of application

1 These General Terms and Conditions of Sale apply to all contracts concluded between the Seller and its customers - hereinafter referred to as "Buyer" - for the sale and/or delivery of movable goods.

2 These General Terms and Conditions of Sale shall apply exclusively. Deviating or conflicting terms and conditions of the Buyer shall not be recognised by the Seller unless they have been expressly agreed to in writing.

3 These General Terms and Conditions of Sale shall also apply if the Seller carries out the delivery without reservation in the knowledge that the Buyer's terms and conditions conflict with or deviate from these Terms and Conditions.

4 These General Terms and Conditions of Sale shall only apply to entrepreneurs, legal entities under public law.

§ 2 Conclusion of contract

1. the buyer's order constitutes a binding offer which the seller can accept within one week of receipt by the seller by sending an order confirmation or by delivering the goods. Offers made by the seller before this time are subject to change.

2 The Seller reserves the right of ownership and copyright to illustrations, drawings, calculations and other documents. This also applies to such written documents that are labelled as confidential. The Buyer requires the express written consent of the Seller before passing them on to third parties.

§ 3 Prices, payment and delivery

1. unless otherwise agreed in individual cases, the current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory VAT.

2 If the Seller's costs for the goods increase after conclusion of the contract due to an increase in external costs or a change in the Seller's exchange rates or purchase prices, the Seller shall be entitled to adjust the agreed purchase price accordingly.

3 If additional or increased charges - in particular customs duties, taxes, levies, currency equalisation - are incurred between conclusion of the contract and delivery due to changes in legal norms, the seller shall be entitled to increase the agreed purchase price accordingly. The same applies to inspection fees.

4. our purchase price claims are generally "net cash" and due for payment without any deduction immediately upon receipt of the invoice, unless a different payment term has been agreed in writing. The purchase price is due and payable within 10 days of invoicing and delivery. However, the seller is entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment.

5 In the case of sale by despatch (see § 4 para. 2 below), the Buyer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.

6. if the invoice amount is not settled within a maximum of 10 calendar days from the invoice date or on the otherwise agreed due date, the seller shall be entitled to claim interest on arrears and other damages caused by default in the proven amount, but at least interest in the amount stipulated by law, without the need for a special reminder.

7. the purchaser shall only be entitled to set-off or retention rights to the extent that his claim has been legally established or is undisputed.

§ 4 Time of performance, transfer of risk

1. if delivery deadlines have been specified by the seller and made the basis for placing the order, such deadlines shall be extended in the event of strikes and cases of force majeure for the duration of the delay. The same shall apply if the Buyer fails to fulfil any obligations to cooperate.

2 Delivery shall be ex warehouse, which is also the place of fulfilment for the service and any subsequent fulfilment. At the request and expense of the Buyer, the goods shall be dispatched to another destination (sale to destination). Unless otherwise agreed, the Seller shall be entitled to determine the type of dispatch (in particular transport company, dispatch route, packaging) itself.

3. the risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. In the case of sale by despatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the despatch.

4. if the buyer is in default of acceptance, this shall be deemed equivalent to handover.

§ 5 Liability for defects, warranty

1. in the event of a defect, the seller shall be liable in accordance with the statutory provisions, insofar as no restrictions result from the following.

2 There shall be no defect in the event of a shortfall or excess performance, provided that the respective deviation does not exceed 10 %. The purchase price to be paid is based on the quantity actually delivered.

3 The goods must be carefully inspected immediately after delivery to the Buyer or to a third party designated by the Buyer. With regard to obvious defects or other defects that would have been recognisable during an immediate careful inspection, they shall be deemed to have been approved by the Buyer if the Seller does not receive a written notice of defects within seven working days of handover. With regard to other defects, the goods shall be deemed to have been approved by the Buyer if the Seller does not receive the notice of defects within seven working days of the time at which the defect became apparent.

4 If the item is defective, the seller may initially choose whether to provide subsequent fulfilment by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). The right to refuse subsequent fulfilment under the statutory conditions remains unaffected.

5 The warranty period is one year. The period begins with the transfer of risk. This does not apply to claims for damages due to a defect.

6 Guarantees in the legal sense are not given.

§ 6 Compensation

1 The seller's liability for contractual breaches of duty and tort is limited to intent and gross negligence. This does not apply to injury to life, limb and health of the buyer, claims for breach of cardinal obligations and compensation for damage caused by delay. In this respect, the seller shall be liable for any degree of fault.

2 Cardinal obligations are obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance a contractual partner regularly relies and may rely. In the event of a breach of such an obligation, the seller's liability shall be limited to compensation for foreseeable, typically occurring damage.

3. the limitations of liability resulting from paragraph 1 shall also apply in the event of breaches of duty by or in favour of persons for whose fault the seller is responsible in accordance with the statutory provisions.

§ 7 Limitation period

1. the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.

2. claims for damages by the buyer due to injury to life, limb or health or due to damages based on a grossly negligent or intentional breach of duty as well as under the Product Liability Act, however, shall become statute-barred exclusively in accordance with the statutory provisions.

3. the seller's claims for payment shall lapse after five years.

§ 8 Retention of title

1. the seller retains title to the goods until all claims against the buyer have been fulfilled, even if the specific goods have already been paid for.

2 The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The buyer must inform the seller immediately in writing if third parties have access to the goods belonging to the seller.

3 The buyer is authorised until further notice to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:

a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby the Seller shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, the seller shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods.

b) The Buyer hereby assigns to the Seller as security any claims against third parties arising from the resale of the goods or products in total or in the amount of any co-ownership share of the Seller in accordance with the above paragraph. The seller accepts the assignment.

c) The Buyer shall remain authorised to collect the claims in addition to the Seller. The seller undertakes not to collect the claims as long as the buyer fulfils his payment obligations.

d) If the realisable value of the securities exceeds our claims by more than 10 %, we shall release securities of our choice at the buyer's request.

§ 9 Choice of law, place of jurisdiction

1. this contract shall be governed exclusively by the laws of the Netherlands to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

2. the exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be Amsterdam, the Netherlands.

§ 10 Final provisions

1 Should any provision of these terms and conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the legally permissible provision that comes closest to the intended purpose. This also applies in the event of a loophole.

2 The following applies to the content of these General Terms and Conditions of Sale in the English and German versions: Insofar as the English version may not be identical with the German text and legal terms in their corresponding legal understanding, only the German text and the German term shall be authoritative.