General Terms and Conditions of Purchase

I. Scope of application

1. The following General Terms and Conditions of Purchase shall apply to all procurements, irrespective of whether they are purchases, service orders, etc. In the case of ongoing business relationships with business partners, they shall apply to all contracts concluded in the future. Individual contractual agreements shall take precedence over these Terms and Conditions of Purchase. This only applies to those provisions for which an individual agreement exists. These Terms and Conditions of Purchase shall apply to provisions for which there is no written individual agreement.

2. These Terms and Conditions of Purchase shall apply exclusively. Any terms and conditions of the Supplier which conflict with or deviate from these Terms and Conditions of Purchase shall not be recognised unless SANDAX has agreed to them in writing. They apply only to entrepreneurs and not to consumers and can be viewed at: www.sandax.de.

II Conclusion of contract

Our orders are only binding if they are made in writing or in text form (by fax/e-mail). The binding nature of the order shall lapse in any case if we do not receive an identical order confirmation from the supplier in writing or in text form (by fax/e-mail) stating the order number within a period of one week.

III Prices

The price stated in our order is binding. Unless otherwise agreed, the price includes delivery "free domicile including packaging". The statutory value added tax is not included in the price.

IV. Invoicing/payment terms

1. Invoices shall be sent to SANDAX in a single copy immediately after delivery or complete contractual performance, stating all order data.

2. The payment period for the invoice shall only commence after receipt of the invoice and complete, defect-free delivery.

3. Payments shall in any case be made subject to invoice verification.

4. Payments are due within 30 days of proper invoicing.

V. Delivery item

1. The delivery must correspond to our order or our call-off in terms of design and scope. We are not obliged to accept excess quantities. The supplier shall be obliged to make subsequent deliveries immediately in the event of short quantities. Shortfalls in weight and/or quantity of more than

10 per cent shall entitle us to withdraw from the contract if the supplier fails to comply with a reasonable grace period for subsequent delivery set by us in writing or in text form (by fax/e-mail).

2. Shortages whose value does not justify a subsequent delivery shall entitle us to reduce the invoice accordingly.

3. Partial deliveries are only permitted with our express consent.

VI Terms of delivery

1. The delivery date stated in the order is binding.

2. Delivery periods shall commence on the order date.

3. The supplier is obliged to inform us immediately in writing or in text form (by fax/e-mail) if circumstances occur or become recognisable according to which the delivery time cannot be met. Cases of force majeure and other delays in delivery for which the supplier is not responsible and which could not have been foreseen by the supplier must also be reported to us as soon as they become known.

4. If the Supplier fails to perform or fails to perform within the agreed delivery period or is in default, SANDAX's rights, in particular to cancellation and damages, shall be determined in accordance with the statutory provisions.

5. Incoming shipments must be notified to SANDAX in writing or in text form (by fax/e-mail) at least 24 hours before delivery, stating the time of delivery. The following delivery times apply: Mondays to Fridays from 09:00 to 16:00.

6. For deliveries not notified and/or missing delivery documents, we reserve the right not to unload the vehicle or to charge a flat rate of € 100.00 net for additional expenses.

VII Dispatch/Transfer of risk

1. Unless otherwise agreed, delivery and dispatch to us shall be free domicile at the expense and risk of the supplier. This shall also apply to any returns. The supplier shall be liable for compliance with the specified shipping instructions.

2. The risk shall pass to us upon handover of the delivery at the agreed place of receipt.

3. The supplier must enclose a delivery note with each delivery, stating our order number, the purchaser, the order date and our article number.

4. If the delivery is dispatched directly to a third party at our instigation, we must be informed of this immediately by means of a dispatch note. Prices may not be made known to the third party by the supplier.

VIII. Liability for defects/product liability

1. We are obliged to inspect the goods within a reasonable period of time for any deviations in quality and quantity; the complaint shall be deemed to have been made in good time if it is received by the supplier in writing or in text form (by fax/e-mail) within a period of 5 working days, calculated from receipt of the goods, in the case of hidden defects from discovery. § Section 377 of the German Commercial Code (HGB) (immediate notification of defects) is expressly excluded.

2. We shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand from the supplier, at our discretion, either rectification of the defect or delivery of a new item. We shall be entitled to carry out minor repairs ourselves at the supplier's expense following a corresponding complaint. We expressly reserve the right to claim damages, in particular damages in lieu of performance.

3. We are entitled to remedy defects ourselves at the supplier's expense in the event of imminent danger or particular urgency.

4. Claims for defects shall become time-barred 3 years after the transfer of risk. Otherwise, the statutory provisions shall apply.

IX. Confidentiality

1. The supplier undertakes to keep the business and trade secrets (such as illustrations, drawings, specifications and other documents) communicated by us as well as the knowledge and results arising therefrom at the supplier secret even after the termination of the contractual relationship, not to make them accessible to third parties, to use them only for the execution of an order and not to exploit them directly or indirectly, in whole or in part, in any form under industrial property law.

2. The Supplier shall also impose this obligation on its employees, legal representatives and vicarious agents.

3. The obligations shall not apply to such information that was already publicly accessible before the time of notification by us or thereafter without the involvement of the supplier.

X. Retention of title

The transfer of title shall take place unconditionally upon delivery of the goods to SANDAX and without regard to the payment of the price. However, if SANDAX accepts in individual cases an offer of the Supplier for transfer of title conditional upon payment of the purchase price, the Supplier's retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. Any prolonged or extended retention of title by the Supplier is excluded.

XI. Defects of title

1. The supplier warrants that no rights of third parties are infringed in connection with his delivery.

2. If claims are asserted against us by a third party for infringement of such industrial property rights, the supplier shall be obliged to indemnify us against such claims upon first written request; we shall not be authorised to enter into agreements with the third party without the supplier's consent.

3. The supplier's obligation to indemnify relates to all expenses necessarily incurred by us from or in connection with the claims asserted by the third party.

XII Place of fulfilment/jurisdiction

1. The place of fulfilment for deliveries and payments is the registered office of SANDAX.

2. The contract shall be governed exclusively by German law to the exclusion of the rules of international uniform law, in particular to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

3. The exclusive place of jurisdiction is Hamburg.