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GENERAL TERMS AND CONDITIONS OF MT. DERM GmbH .GENERAL 111 Our deliveries and services shall be carried out exclusively on the basis of the following terms and conditions, which shall became the content of the individual contracts. (2) Even if not explicitly rejected, none of the Buyer's deviating terms and conditions shall constitute part of the contract. 131 MT.DERM's written confirmation of an Order or Its provision of a delivery and service together with Its unconditional acceptance by the Buyer shalt suffice for the inclusion Of these GTC In the respective contractual relationship. (41 General terms and conditions of business of the Buyer conflicting with or deviating from MT.DERMs terms and conditions shall only apply If MT.DERM expressly consents to them in writing. II. ORDER PLACEMENT (II MT.OERM's offers shalt he binding for a period of 4 weeks unless otherwise stated. 12) A delivery contract shall only mate iabse upon our written order confirmation, which shall be decisive regarding the content and scope Of the delivery, or if MT GERM has sent the goods to the Buyer with an invoice. 111. PRICES III Prices are net exworks h.eexcluding customs duties and charges) plus transport and packaging costs. (21 Prices are non-binding until the invoice Is issued. V. PAYMENT (1) The purchase price shall be paid in advance, unless other payment terms have been agreed. 121 Any default interest shall be char- ged! at the usual bank interest rate, but with at least eight percent p, a. above the respective base interest rate of the European Central Bank. (31 Pay- ment instructions, cheques and hills of exchange shall only accepted as payment after special agreement and laking Into account all collection and discount charges. 141 In the event of export, all hank and letter of credit charges shall be borne by the Buyer. (51 Offseding by the Buyer may only take place If its counterclaims are legally binding and Indisputably acknowledged by MT.DERM. I61 If doubt arises concerning the Buyers cieddworthiness, all MT. DERM's outstanding claims shall immediately fall due and payable. In such cases, MT. DERM shall be entitled to withdraw from the contract immediately or to demand compensation from the Buyer for non-performance. V. DELIVERY TIME III Delivery dates and delivery periods are not binding. 121 Delivery periods shall begin on the date of order confu matron. but not before the Buyer has fulfilled any advance payment obligations. 131 They shall end on the day when the goods leave the factory or readiness for des- patch is communicated, 141 The delivery period shalt be extended in the event of a force ma]eure event. 151 MT. DERM may withdraw from the contract concluded if production is stopped or the per of the contract is rendered unreasonable in the event of force majeure. 16) The Buyer shall be informed of the start and end of such impediments as soon as possible. 171 In the event of a breach Of contract on the Buyer's part, MTDERM shall be released from its obligation to deliver. (81 MTDERM shalt be entitled to make partial deliveries. VI. SHIPPING AND TRANSFER OF RISKS 111 Delivery shat[ he ex works al the Buyers expense and risk Ilncoterms 2010 EXW clausel. 12) If the delay n shipping Is attributable to the Buyer, the risk shalt be deemed to have passed to the Buyer an the day when the shipment is ready for shipment_ (3) MT.OERM shall have the right to store the goods at the Buyers expense and risk, whereby the date of storage shalt constitute the detivery date. (41 In the event of transport damage, the Buyer shall immediately cause a factual report to be drafted. VII. DATA PROTECTION (11 MTDERM is expressly entitled to process and store the Sellers data for its own purposes. 121 This consent may be re- voked al any time for future processing. 131 Data cannot he deleted. VIII. RETENTION OF TITLE III The detivered goods shat[ remain NIT, DERM s property until at[ clauns (including claims for damages] have been satisfied in full. 121 The goods may not be pledged or assigned as security before final payment without MT DERM s consent. 13) The Buyer may re- sell the reserved goods in the normal course of business, but shall assign to MT. DERM all claims arising out of the resale of the reserved goods. 14) If the Buyer fails to fulfil its payment obligation to MT.OERM, MT. GERM may revoke the authorization granted and enforce the security interest. 5) If the Buyer combines goods subject to reservation of title with other goods, MTDERM shalt he entitled to joint ownership of the new goods, in pro- portion to the relationship between the accounting value of the goads subject to reservation of title and the a¢ounting value of the other used goods. 16) Drawings, drafts, samples, manufacturer s Instructions and other documents made available to the Buyer for the order's execution shall remain MT.DERM'a property. 171 These drawings, (]rafts, samples, manufacturers instructions and other documents may only be used, reproduced or made available to third parties for purposes other than those agreed In the contract with MTDERM s express written consent 181 The Buyer shall return drawings, drafts, samples, manufacturer's instructions and other documents at its own expense within fourteen working days after completion of the evaluation and after the order has been placed, 19) Otherwise the Buyer shall be invoiced for samples and product samples at the current price. A right of retention on the Buyers part is excluded in this respect. X. WARRANTY (1) MTDERM warrants that the contractual products are free from defects In material and workmanship for a period of two years from the date of transfer of risk. [21 The Buyer shall report patent defects in the delivered goods and incorrect deliveries to MTDERM in writing within three days of the goodsreceipt at the destination, and latent defects upon their discnvery. (3) If the Buyer fails to give notice of defects in due time. the goods shall he deerned accepted by the Buyerand warranty claims shall be excluded In this case. The Buyer shall only send the goods complained about to our complaints department for Inspection after prior approval by MT.DERM together with the inspection report In the original packaging. 141 It the complaint Is justified, a replacement delivery or rectification of defects shalt be carried out tree of charge. (5) In the event of a replacement delivery, the Buyer shall return the defective goods. (6) The Buyer may exercise its statutory warranty Fights if a repairer replacement delivery proves impossih[e or unacceptable. [7] The above provisions shat[ not apply to damage caused as a result of improper use, improper ma'mtenance, incorrect use, assembly, repair or maintenance by the Buyer or third parties or through natural wear and tear. X. QUANTITY DIFFERENCES 111 Complaints due to quantity differences shalt be reported in writing immediately, at the latest within three working days of the goods receipt at the destination. (21 It there was a delivery shortfall. a subsequent delivery shall be made or a credit nate for the value of the missing quantity shalt be issued. XI. RESALE FOR EXPORT (1) If the goods are resold for export, the Buyer site[[ ensure that the new and any additional buyers receive al[ the user manuals and Operaling Instructions pertaining to the purchased goods and the quality (abets and trademarks assigned to it, as well as Information about known characteristics of the goods. (21 The Buyer shalt cause translations to be made if required. 131 The Seller shall he responsible for all legal and other deviations with respect to the conditions in the Federal Republic of Germany. XII. LIABILITY III MT.DERM shall be liable for intentional acts and gross negligence as well as for breaches of a material contracluat obligation. 121 Liability shall be limited to legal representation and executive vicarious agents. 131 Liability for acts of non-executive vicarious agents is excluded. 141 MTDERM shalt be liable In the event of an intentional breach of obligations which Is decisive for the perlormance of the contract (breach of a naterlal contractual Obligation) and which is not foreseeable and typical for the contract. 15) MT.DERM shall not be Gable for Initial impossibility or fOF normal and slight negligence on the part of its organs and executive staff. 161 Claims for compensation shall lapse One year from the start of the statutory [imitation period. 171 This does not apply to claims in tart. XIII. FINAL PROVISIONS 111 Berlin shall be the place of performance far delivery and payment. 121 German law shall apply, with the express exc[usl- on of the UN Convention on Contracts for the International Sale of Goods. 131 Berlin shall be the exclusive place of jurisdiction. 141 Changes to the GTC shall be made in writing. 151 If individual provisions of these GTC are or become invalid, this shall not affect the validity of the remaining provisions. (6) In this event, the contracting parties shalt cooperate in the creation Of provisions through which a result that comes as close as possible to the ineffective provision shall become legally effective. MTDERM GmbH Gustav-Krone-Str. 3 14167 Berlin I Germany Berlin, 301 " April 2018