General Terms and Conditions

§ 1. Scope and Applicability

1.1 General Application

These General Terms and Conditions (hereinafter "GTC") govern all business relationships between Truvest Capital Market GmbH, Mottmannstr. 1-3, 53842 Troisdorf, Germany, registered in the Commercial Register of the District Court Siegburg under HRB 15784 (hereinafter "Seller" or "TCM"), and its business customers (hereinafter "Buyer" or "Customer").

1.2 Exclusive Validity

These GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that TCM has expressly agreed to their validity in writing. This consent requirement applies in any case, even if, for example, TCM carries out the delivery to the Buyer without reservation in the knowledge of the Buyer's general terms and conditions.

1.3 Business Customers Only

These GTC apply only to entrepreneurs within the meaning of § 14 BGB, legal entities under public law, and special funds under public law. An entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

1.4 Written Form

All agreements, amendments, and supplements to contracts must be made in writing to be valid. This also applies to any waiver of this written form requirement. Email communication shall be considered sufficient written form unless otherwise specified.

§ 2. Offers and Contract Formation

2.1 Non-Binding Nature of Offers

All offers by TCM are subject to change and non-binding unless expressly designated as binding. Information on the website, in brochures, price lists, or other documents does not constitute a binding offer but rather an invitation to the Buyer to submit an offer.

2.2 Contract Conclusion

A contract is only concluded when TCM confirms the Buyer's order in writing (order confirmation) or when TCM executes the order. The order confirmation or the content of the invoice shall be decisive for the scope of the delivery or service.

2.3 Product Specifications

All technical data, specifications, quality descriptions, and other product information provided by TCM are subject to change and do not constitute guaranteed characteristics unless expressly designated as such in the contract. Samples and specimens are for illustration purposes only and do not constitute quality guarantees unless explicitly confirmed in writing.

2.4 Availability Subject to Confirmation

All deliveries are subject to availability and supplier performance. In the event of non-availability or partial non-availability of the goods, TCM shall immediately inform the Buyer and, if necessary, offer alternative goods of equivalent quality and price.

§ 3. Prices and Payment Terms

3.1 Pricing

Unless otherwise agreed in writing, all prices are quoted in Euro (EUR) or US Dollars (USD) and are net prices excluding statutory value-added tax (VAT), which will be shown separately in the invoice at the applicable statutory rate.

Prices are based on the cost factors (including raw material costs, energy costs, wage costs, transport costs) applicable at the time of the offer. TCM reserves the right to adjust prices appropriately if these cost factors change significantly between contract conclusion and delivery.

3.2 Payment Methods

TCM accepts the following payment methods for commodity and medical supply transactions:

• Advance Payment (Preferred): 100% payment before shipment
• Irrevocable Letter of Credit (LC): Confirmed by first-class international bank
• Standby Letter of Credit (SBLC): Bank guarantee instrument
• Escrow Payment: Through mutually agreed third-party escrow agent

The payment method shall be determined by mutual written agreement in the purchase contract. Unless otherwise agreed, advance payment is required.

3.3 Letter of Credit Requirements

If payment is to be made by Letter of Credit (LC), the following conditions apply:

• LC must be irrevocable, confirmed, and transferable
• LC must be issued by a first-class international bank acceptable to TCM
• LC must allow partial shipments and transshipment unless otherwise agreed
• LC must be valid for at least 30 days beyond the agreed shipping date
• All banking charges outside Germany are for the Buyer's account
• LC must comply with UCP 600 (Uniform Customs and Practice for Documentary Credits)

3.4 Payment Terms and Due Dates

For advance payments, payment must be received in TCM's bank account before shipment commences. TCM reserves the right to suspend delivery until full payment is confirmed.

All payments must be made without deductions, free of charges and expenses. Any bank charges, transfer fees, or currency conversion costs are to be borne by the Buyer unless otherwise agreed.

3.5 Default in Payment

In case of default in payment, TCM is entitled to charge default interest at the statutory rate for commercial transactions (currently 9 percentage points above the base interest rate pursuant to § 288(2) BGB). The assertion of further damages caused by default remains reserved.

If the Buyer is in default of payment, all outstanding receivables become immediately due and TCM is entitled to demand advance payment or provision of security for outstanding deliveries.

3.6 Offsetting and Retention Rights

The Buyer is only entitled to offset rights if its counterclaims have been legally established, are undisputed, or have been recognized by TCM in writing. The Buyer is only entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

§ 4. Delivery Terms and Transfer of Risk

4.1 Incoterms® 2020

All deliveries are subject to Incoterms® 2020 as published by the International Chamber of Commerce (ICC). Unless otherwise agreed in writing, the following terms shall apply in order of preference:

1. EXW (Ex Works): TCM's warehouse or supplier's facility
2. FOB (Free on Board): Named port of shipment
3. CIF (Cost, Insurance, and Freight): Named port of destination (if requested by Buyer)
4. CFR (Cost and Freight): Named port of destination (if requested by Buyer)
5. DAP (Delivered at Place): Named place of destination (if requested by Buyer)

Preferred Terms: TCM prefers EXW (Ex Works) or FOB (Free on Board) terms. CIF, CFR, and DAP deliveries are only provided upon specific Buyer request and may incur additional charges.

4.2 Delivery Periods

Delivery periods are only binding if expressly confirmed in writing as binding by TCM. Delivery periods begin with the dispatch of the order confirmation, but not before all technical and commercial questions have been clarified and the Buyer has fulfilled all obligations incumbent upon it (particularly payment of advance payments, provision of LC, or other agreed securities).

4.3 Partial Deliveries

TCM is entitled to make partial deliveries to a reasonable extent. Partial deliveries may be invoiced separately.

4.4 Transfer of Risk

Risk of loss or damage transfers to the Buyer according to the agreed Incoterms:

• EXW: When goods are placed at Buyer's disposal at named place
• FOB: When goods pass the ship's rail at port of shipment
• CIF/CFR: When goods pass the ship's rail at port of shipment
• DAP: When goods are placed at Buyer's disposal at named destination

This also applies if partial deliveries are made or TCM has assumed other services such as transport or freight costs.

4.5 Shipping and Insurance

For EXW and FOB deliveries, the Buyer is responsible for arranging and paying for transport and insurance. For CIF deliveries, TCM will arrange minimum insurance coverage as per Incoterms® 2020. Buyer may request additional insurance coverage at Buyer's expense.

4.6 Delay in Delivery

TCM shall inform the Buyer immediately if foreseeable circumstances indicate that delivery cannot be made within the agreed period. In the event of a delay in delivery, the Buyer may set a reasonable grace period of at least 4 weeks. Only after the fruitless expiry of this period is the Buyer entitled to withdraw from the contract.

§ 5. Quality, Inspection, and Acceptance

5.1 Quality Standards

Unless otherwise specified in the contract, all commodities and products are sold according to the quality specifications stated in the order confirmation. For commodities, industry-standard specifications apply (e.g., ASTM, ISO, LME standards).

5.2 Third-Party Inspection

Unless otherwise agreed, all commodity shipments are subject to inspection by internationally recognized third-party inspection agencies (such as SGS, Bureau Veritas, Intertek, or equivalent). The inspection certificate shall be final and binding regarding quality and quantity.

Inspection Scope: Quality, quantity, weight, moisture content, chemical composition, and other parameters as specified in the contract.

Cost Allocation: Unless otherwise agreed, inspection costs are borne by the Buyer. Inspection must be arranged by mutual agreement at the loading port or place of origin.

5.3 "As-Is" Sales

Unless expressly agreed otherwise in writing, all goods are sold on an "AS-IS, WHERE-IS" basis with all faults. The Buyer acknowledges that it has had the opportunity to inspect the goods (or arrange third-party inspection) and accepts them in their current condition.

5.4 Duty to Inspect and Give Notice of Defects

The Buyer must inspect the goods immediately upon receipt and notify TCM in writing of any obvious defects within 7 calendar days of receipt. For hidden defects, notification must be made within 7 calendar days of discovery, but no later than 6 months after delivery.

Failure to give timely notice of defects shall result in the goods being deemed approved and the Buyer forfeiting all warranty claims.

5.5 Medical Products Certification

For medical products and PPE, TCM provides products with CE marking and/or FDA approval where applicable. All certificates of conformity and quality documentation are provided with the shipment. The Buyer is responsible for ensuring compliance with import regulations in the destination country.

§ 6. Warranty and Limitation of Liability

6.1 Warranty Scope

TCM warrants that goods conform to the specifications stated in the order confirmation at the time of risk transfer (as per agreed Incoterms). This warranty is subject to proper handling, storage, and use by the Buyer.

6.2 Warranty Period

The warranty period is 12 months from delivery for equipment and manufactured goods, and 6 months for commodities and raw materials, unless shorter periods are customary in the industry for specific products. For medical products, warranty periods are determined by shelf life and expiration dates.

6.3 Warranty Claims

In the event of defects, TCM may, at its discretion, remedy the defect by repair, replacement delivery, or price reduction. If remediation fails after a reasonable number of attempts (generally two attempts), the Buyer may reduce the purchase price or withdraw from the contract.

6.4 Exclusion of Warranty

Warranty claims are excluded for:

• Natural wear and tear
• Damage resulting from improper handling, storage, or use
• Modifications or repairs made by the Buyer or third parties without TCM's prior written consent
• Force majeure events
• Defects resulting from non-compliance with operating instructions
• Goods sold "as-is" where inspection was available

6.5 Limitation of Liability - General

6.6 Liability for Personal Injury

The above limitations of liability do not apply to liability for injury to life, body, or health resulting from a negligent breach of duty by TCM or an intentional or negligent breach of duty by a legal representative or vicarious agent of TCM.

6.7 Product Liability

Liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected by the above limitations.

6.8 Third-Party Claims

The Buyer shall indemnify and hold harmless TCM against all third-party claims resulting from the Buyer's improper use, modification, or resale of the goods, except where such claims result from defects for which TCM is responsible.

§ 7. Force Majeure

7.1 Definition of Force Majeure

Force Majeure means any event beyond the reasonable control of a party that prevents or delays the performance of contractual obligations, including but not limited to:

• Acts of God (earthquakes, floods, storms, pandemics, epidemics)
• War, armed conflict, terrorism, civil unrest, riots
• Government actions, embargoes, sanctions, export/import restrictions
• Strikes, lockouts, labor disputes (not involving the party's own employees)
• Fire, explosion, equipment failure beyond reasonable control
• Interruption of transport routes or energy supply
• Non-performance by suppliers or subcontractors due to Force Majeure
• Cyber attacks or IT system failures of significant magnitude

7.2 Consequences of Force Majeure

Neither party shall be liable for failure to perform or delay in performing any obligation under the contract to the extent that such failure or delay is caused by Force Majeure. The affected party's obligations are suspended for the duration of the Force Majeure event.

7.3 Notification Obligation

The party affected by Force Majeure shall notify the other party in writing within 7 calendar days of the occurrence and expected duration of the Force Majeure event, providing reasonable evidence of the event and its impact.

7.4 Mitigation and Alternative Performance

The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure event and to resume performance as soon as reasonably practicable.

7.5 Right of Termination

If a Force Majeure event continues for more than 90 calendar days, either party may terminate the affected contract by written notice without liability, except for payment obligations accrued prior to the Force Majeure event.

§ 8. Retention of Title

8.1 Simple Retention of Title

TCM retains title to all delivered goods until full payment of all claims arising from the business relationship with the Buyer has been received.

8.2 Processing and Mixing

Processing, mixing, or combining goods subject to retention of title by the Buyer shall always be carried out on behalf of TCM. If the goods are processed, mixed, or combined with other items not belonging to TCM, TCM acquires co-ownership of the new item in proportion to the value of the goods subject to retention of title to the other processed, mixed, or combined items at the time of processing, mixing, or combining.

8.3 Resale Authorization

The Buyer is authorized to resell the goods subject to retention of title in the ordinary course of business. The Buyer hereby assigns to TCM all claims against third parties arising from the resale. TCM accepts this assignment.

8.4 Rights in Case of Breach

In case of breach of contract by the Buyer, particularly in case of payment default, TCM is entitled to withdraw from the contract and demand return of the goods. The Buyer must grant TCM access to the goods subject to retention of title and hand them over.

§ 9. Export Control and Compliance

9.1 Export Control Compliance

Both parties shall comply with all applicable export control laws and regulations, including:

• EU Dual-Use Regulation (EU) 2021/821
• German Foreign Trade and Payments Act (AWG)
• German Foreign Trade and Payments Ordinance (AWV)
• EU and UN Sanctions Regulations
• Export control laws of the destination country

9.2 Buyer's Obligations

The Buyer shall:

• Provide all necessary information for export clearance
• Not export, re-export, or transfer goods to prohibited destinations or persons
• Obtain all required export licenses and permits
• Comply with end-use restrictions and provide end-user certificates if required

9.3 Sanctions Screening

TCM reserves the right to screen all transactions against applicable sanctions lists and to refuse or terminate transactions that violate sanctions or export control regulations.

9.4 Indemnification

The Buyer shall indemnify and hold TCM harmless from any fines, penalties, or damages resulting from the Buyer's violation of export control or sanctions regulations.

§ 10. Confidentiality

10.1 Confidential Information

Both parties undertake to treat as confidential all business and technical information of the other party that is not publicly known, including prices, contract terms, supplier information, customer data, and business strategies.

10.2 Permitted Disclosures

Confidential information may only be disclosed:

• With prior written consent of the disclosing party
• To advisors, banks, or insurers under confidentiality obligations
• As required by law or court order
• To third-party inspection agencies for quality verification purposes

10.3 Duration

The confidentiality obligation shall remain in effect for 5 years after termination of the business relationship.

§ 11. Dispute Resolution

11.1 Amicable Settlement

In the event of disputes arising from or in connection with these GTC or any contract, the parties shall first attempt to resolve the dispute amicably through good-faith negotiations within 30 days.

11.2 Arbitration (Preferred)

11.3 Court Jurisdiction (Alternative)

If arbitration is not initiated within 60 days of written dispute notice, either party may submit the dispute to the competent courts of Siegburg or Bonn, Germany. TCM may also sue the Buyer at its general place of jurisdiction.

11.4 Interim Measures

Nothing in this arbitration clause shall prevent either party from seeking interim or conservatory measures from a competent court before or during arbitration proceedings.

§ 12. Governing Law

12.1 Applicable Law

All legal relationships between TCM and the Buyer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Convention).

12.2 Language

The contract language is English. In case of discrepancies between different language versions of these GTC, the English version shall prevail.

§ 13. Final Provisions

13.1 Assignment

The Buyer may not assign its rights or obligations under the contract without TCM's prior written consent. TCM may assign its rights and obligations to affiliated companies or in connection with corporate restructuring.

13.2 Amendments

Amendments and supplements to these GTC or individual contracts must be made in writing to be effective. This also applies to any waiver of this written form requirement.

13.3 Severability

Should individual provisions of these GTC be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely approximates the economic purpose of the invalid or unenforceable provision.

13.4 Priority of Agreement

In the event of contradictions between these GTC and individual contractual agreements, the individual contractual agreements shall take precedence.

13.5 Entire Agreement

These GTC, together with the individual contract documents (order confirmation, specifications, annexes), constitute the entire agreement between the parties and supersede all prior negotiations, understandings, and agreements.

13.6 Notices

All notices under these GTC must be in writing and sent by email (with read receipt), courier service, or registered mail to the addresses specified in the contract.