COMPLIANCE INFO_WILSON & HUGGINS

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GENERAL TERMS AND CONDITIONS OF MT.DERM GmbH I. GENERAL (11 Our deliveries and services shall be carried out exclusively on the basis of the following terms and conditions, which shall become the content of the individual contracts. 121 Even If not explicitly rejected, none of the Buyer's deviating terms and conditions shalt 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. 14) General terms and conditions of business of the Buyer conflicting with or deviating from MT.DERM's terms and conditions shalt only apply if MT.DERM expressly consents to them In writing. II. ORDER PLACEMENT 111 MTDERMs offers shall be binding for a period of 4 weeks unless otherwise stated. 121 A delivery contract shalt only materialise upon our written order confirmation, which shall be decisive regarding the content and scope of the delivery, or if MT.DERM has sent the goods to the Buyer with an invoice. U. PRICES (11 Prices are net ex works fre. excluding customs duties and charges) plus transport and packaging costs. (2) Prices are non-binding until the invoice is issued. IV. PAYMENT (11 The purchase pace shall be paid m advance, unless other payment terms have been agreed. 121 Any default mteresl shall be char- ged at the usual bank interest rate, but with at least eight percent pu a. above the respective base Interest rate of the European Central Bank (31 Pay- ment instructions, cheques and bills of exchange shat[ only accepted as payment after special agreement and laking into account all collection and discount charges. (4) In the event of export, all bank and letter of credit charges shat[ be borne by the Buyer. 15) Offsetting by the Buyer may only take place if its counterclaims are legally binding and indisputably acknowledged by MT.DERM. 161 If doubt arises concerning the Buyer s creditworthiness, all MT.DERM's outstanding claims shalt 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 (1) Delivery dates and delivery periods are not binding. 121 Delivery periods shat[ begin on the date of order confirmation, but not before the Buyer has fulfilled any advance payment obligations. 131 They shall end on the day when the goads leave the factory or readiness for des- patch is communicated. 141 The delivery period shall be extended In the even) of a force majeure event. 151 MT. DERM may withdraw from Ute contract concluded if production is slopped or the performance of the contract is rendered unreasonable in the event of farce majeure. (6) The Buyer shalt 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, MT.DERM shall be released from its obligation to deliver 181 MT.DERM shall be entitled to make partial deliveries. VI. SHIPPING AND TRANSFER OF RISKS It Delivery shall he ex works at the Buyer's expense and risk flncoterms 2010 EXW clausal. (21 If the delay n shipping is attributable to the Buyer, the risk shall be deemed to have passed to the Buyer on the day when the shipment is ready for shipment. 13) MTDERM shalt have the right to store the goods at the Buyer's expense and risk, whereby the date of storage shall constitute the delivery dale. I4) In the event of transport damage, the Buyer shalt immediately cause a factual report to be drafted. VII. DATA PROTECTION 111 MT.DERM is expressly entitled to process and store the Seller's data for its own purposes. 121 This consent may be re- voked at any time for future processing. (3) Data cannot be deleted. VIII. RETENTION OF TITLE Ill The delivered goods shall remain MT.DERM s properly until all claims (including claims for damages) have been satisfied in OR. 12) The goods may not be pledged or assigned as security before final payment without MTDERM a consent. 131 The Buyer may re- sell the reserved goods in the normal course of business, but shall assign to MTDERM all claims arising out of the resale of the reserved goads. (4) If the Buyer fads to fulfil its payment obligation to MTDERM. MT.DERM may revoke the authorization granted and enforce the security interest. (5) If the Buyercombines goods subject to reservation of lite with othergoods. MT.DERM shat[ be 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 accounting value of the other used goods. (61 Drawings, drafts, samples, manufacturers instructions and other documents made available to the Buyer for the order's execution shall remain MT.OERM's properly. 171 These drawings, drafts, 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 MT.DERMs 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. 191 Otherwise the Buyer shall be invoiced for samples and product samples at the current price. A right of retention on the Buyer's part is excluded in this respect. IX. WARRANTY 111 MT.DERM 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. (2) The Buyer shat[ report patent defects in the delivered goods and incorrect deliveries to MT.DERM in writing within three days of the goodsreceipt at the destination, and Latent defects upon their discovery. 131 If the Buyer fails to give notice of defects in due time, the goods shall be deemed accepted by the Buyer and warranty claims shall be excluded in this case. The Buyer shat[ 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. (4) If the complaint is justified, a replacement delivery or rectification of defects shall he carried out free of charge. (5) In the event of a replacement delivery, the Buyer shalt return the defective goods. 161 The Buyer may exercise its statutory warranty rights if a repair or replacement delivery proves impossible or unacceptable. 171 The above provisions shall not apply to damage caused as a result of improper use, improper maintenance, incorrect use, assembly, repair or maintenance by the Buyer or third parties or through natural wear and tear. X. QUANTITY DIFFERENCES (II Complaints due to quantity differences shall be reported in writing immediately, at the latest within three working days of the goods receipt at the destination. 121 If there was a delivery shortfall, a subsequent delivery shat[ be made or a credit note for the value of the missing quantity shall be issued. XI. RESALE FOR EXPORT 11111 the goods are resold for export, the Buyer shall ensure that the new and any additional buyers receive all the user manuals and operating instructions pertaining to the purchased goods and the quality Labels and trademarks assigned to it, as well as information about known characteristics of the goods. 121 The Buyer shall cause translations tobe made if required. (3) The Seller shall be responsible for al[ Legal and other deviations with respect to the conditions in the Federal Republic of Germany. XII. LIABILITY 111 MT.DERM shalt be Liable for intentional acts and gross negligence as well as for breaches of a material contractual obligation. (2) Liability shat[ be limited to legal representation and executive vicarious agents. 131 Liability for acts of non-executive vicarious agents is excluded. (4) MT.DERM shat[ be liable in the event of an intentional breach of obligations which is decisive for the performance of the contract (breach of a material contractual obligation) and which is not foreseeable and typical for the contract. 151 MT.DERM shall not be Liable for initial impossibility or for 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 Limitation period. 171 This does not apply to claims in tort. XIII. FINAL PROVISIONS (11 Berlin shalt be the place of performance for delivery and payment. (2) German law shalt apply, with the express exclusi- on of the UN Convention on Contracts for the International Sale of Goods. (3) Berlin shat[ be the exclusive place of jurisdiction. 141 Changes to the GTC shalt be made in writing. 151 If individual provisions of these GTC are or become invalid, this shat[ not affect the validity of the remaining provisions. (6) In this event, the contracting parties shall cooperate in the creation of provisions through which a result that comes as close as possible to the ineffective provision shalt become Legally effective. MT.DERM GmbH Gustav-Krone-Str.3 74167 Berlin Germany Berlin, 30" April 2018