GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

of ÖGUSSA Österreichische Gold- und Silber-Scheideanstalt Ges.m.b.H.

Status April 2019

1. Scope

1.1.The following General Terms and Conditions of Delivery shall apply to all business transactions of ÖGUSSA Österreichische Gold- und SilberScheideanstalt Ges.m.b.H. (hereinafter referred to as "ÖGUSSA") in the relationship between ÖGUSSA and business operators within the meaning of Section 1 (1) no. 1 of the Austrian Consumer Protection Act (KSchG) (hereinafter referred to as "Customers"). These General Terms and Conditions of Delivery shall not apply to legal transactions concluded between ÖGUSSA and consumers.

1.2. These General Terms and Conditions of Delivery shall be binding for all present and future business transactions between ÖGUSSA and business operators within the meaning of Section 1 (1) no. 1 KSchG, even if no express reference is made to them.

1.3. Deviating or supplementary terms and conditions – in particular the Customer’s general terms and conditions of business or sale – shall only apply with the express written consent of ÖGUSSA.

1.4. The contracting party agrees that in the event of the use of their GTC, these present Terms and Conditions shall form the basis in case of doubt, even if the terms and conditions of the contracting party remain unchallenged. 1.5 In this respect, contract performance activities by ÖGUSSA shall not be deemed to constitute consent to contractual conditions deviating from these present Terms and Conditions

2. Offer and contract conclusion

All offers by ÖGUSSA shall always be subject to change; this shall apply in particular to the prices of precious metals. The contract shall only be concluded upon written confirmation of the order by ÖGUSSA. The documents belonging to the offer, in particular illustrations, drawings, plans, descriptions, cost estimates and other documents shall remain the property of ÖGUSSA, including the content of existing copyrights. These may not be made accessible to third parties without ÖGUSSA's written consent. Information on properties, weight, dimensions and similar specifications shall only form part of the contract to the extent that they are used in the catalogues, circulars, brochures, advertisements, illustrations and price lists used by ÖGUSSA in business transactions.

3. Prices and terms of payment

3.1. All ÖGUSSA prices are quoted in EURO and shall apply ex works (ÖGUSSA’s registered office), plus the statutory value added tax, unless otherwise agreed. In the event of offsetting, the statutory turnover tax and any levies shall be added to these prices in business transactions. Not included are, for example, the costs for shipping, transfer, loading, handling and other levies, etc. requested by the customer, for which ÖGUSSA shall charge the customer separately.

3.2. Unless otherwise agreed, invoices shall be paid immediately and without deduction. Deviating agreements on terms of payment must be made in writing.

3.3. In the case of payment by acceptance, the discount and other expenses shall be borne by the customer. Payment by bills of exchange and cheques shall only be valid until honoured in full.

3.4. Partial invoices shall always be admissible for partial deliveries. At ÖGUSSA’s request, the Customer shall make partial payments in accordance with the progress of the service performance.

4. Delay in payment

4.1. If the customer is behind schedule with the agreed payment or other services, ÖGUSSA shall be entitled to

to postpone the fulfilment of its own obligations until the delay in payment or other services have been effected,
claim a reasonable extension of the delivery period,
subject to the assertion of greater actual damage caused by delay, to charge interest on arrears from the due date at the statutory rate in mutual business transactions of 8% above the basic interest rate (Section 352 Austrian Commercial Code – UGB) and
to withdraw from the contract in the event of failure to comply with a reasonable grace period.

4.2. In the event of default, the contracting party undertakes to reimburse ÖGUSSA for the dunning and collection costs incurred, insofar as these are necessary for appropriate legal prosecution and are reasonable in relation to the claim, whereby the contracting party undertakes in particular to reimburse ÖGUSSA for the costs incurred if a collection agency is called in, insofar as these do not exceed the maximum rates of remuneration due to collection agencies according to the Austrian Ministry for Economy and Labour (BMWA) regulation. In addition, any further damage, in particular also any damage resulting from the fact that correspondingly higher interest accrues on any credit accounts of ÖGUSSA as a consequence of non-payment, shall be compensated irrespective of who is at fault for the delay in payment.

5. Delivery/service performance, delay in acceptance, cost estimate

5.1. The delivery period, which is to be specially agreed, shall begin with the conclusion of the contract, but never before the complete provision of the permits, documents, releases, etc. to be procured by the Customer, and not before receipt of any agreed advance payment. Compliance with the delivery period by ÖGUSSA presupposes in any case the fulfilment of all main and ancillary contractual obligations by the Customer. The agreed delivery period may be exceeded by 2 consecutive calendar weeks without ÖGUSSA being in default of performance - the delivery week is always its last calendar day.

5.2. The delivery deadline shall be deemed to have been complied with if, before the time of its expiry, the delivery item has been dispatched by ÖGUSSA or the Customer has been notified in writing of readiness for dispatch within the delivery deadline. Subsequent requests for changes or additions by the Customer shall extend the delivery deadline accordingly. The same shall apply in the event of unforeseen hindrances, insofar as such hindrances demonstrably affect the completion or delivery of the delivery item, such as in particular delays due to force majeure, industrial disputes, strikes, lockouts, delays in the deliveryof essential raw materials, materials or parts. The same shall apply if the aforementioned circumstances occur at ÖGUSSA's sub-suppliers. If delivery cannot take place due to such circumstances, ÖGUSSA shall be have the right to withdraw from the contract without the Customer being entitled to any claims whatsoever. This shall also apply in the event that the aforementioned circumstances occur during another delay that is still ongoing.

5.3. If the dispatch of goods ready for dispatch is not possible through no fault of ÖGUSSA or is not desired by the Customer, ÖGUSSA shall have the right to store the goods at the Customer's reasonable expense, whereby delivery shall be deemed to have been made. The agreed terms of payment shall thereby remain unaffected. At the same time, ÖGUSSA shall be entitled either to insist on performance of the contract or to withdraw from the contract after setting a reasonable period of grace – at least one week.

5.4. The illustrations and information on dimensions and weights contained in lists and offers from ÖGUSSA, as well as in offer drawings, as well as information of any other kind, shall be non-binding. Goods shall be delivered in the condition customary in the trade. In the case of purchase according to sample or specimen, the properties of the sample or specimen shall not be deemed to be guaranteed.

5.5. For the calculation of the delivery costs, only the quantities, weight or piece numbers determined by the delivering plant or warehouse at the time of dispatch shall be of relevance.

5.6. Cost estimates shall be subject to payment. The cost estimate has drawn up to the best of our knowledge, but no guarantee can be given for its accuracy. If there are cost overruns of more than 15%, ÖGUSSA shall inform the contracting party immediately. In the event of unavoidable cost overruns of up to 15%, a separate notification shall not be required and ÖGUSSA shall be entitled to invoice these costs without further ado.

6. Place of performance, transportation, insurance, transfer of risk

6.1. In the absence of any agreement to the contrary, the goods shall be deemed to have been sold ex works (readiness for collection). The place of performance shall be the place of receipt designated by ÖGUSSA; and for payments, ÖGUSSA’s registered office. ÖGUSSA shall deliver ex works, uninsured and duty unpaid. Partial deliveries shall be permissible unless otherwise agreed. Shipment and packaging by ÖGUSSA shall be carried out at its best discretion, but ÖGUSSA shall not be liable for the most cost-effective shipment for the Customer. If a specific shipping and packaging method is requested by the Customer, this must be agreed in writing. The undisputed acceptance of the goods by the freight forwarder or carrier shall suffice as proof of faultless packaging. Unless special instructions are given to ÖGUSSA by the Customer, ÖGUSSA shall be entitled to cover the transport insurance or, in the case of the precious metal business, the securities insurance on behalf of and for the account of the customer.

6.2. The risk of accidental loss and accidental deterioration of the subject matter of the contract or parts thereof shall pass to the Customer at the latest upon dispatch, even if the Customer has given special instructions to ÖGUSSA.

6.3. At the Customer's request, the shipment shall be insured for transportation at the Customer's expense.

6.4. In all other respects, the INCOTERMS shall apply in the version valid on the date of conclusion of the contract.

7. Acceptance

7.1. At the request of ÖGUSSA, the Customer shall be obliged to participate in an acceptance date and to assist in drawing up and sign an acceptance report on the findings made. All complaints shall be recorded in this report, otherwise the performance of ÖGUSSA shall be deemed to have been approved and accepted free of defects.

7.2. The Customer shall not be entitled to refuse acceptance of ÖGUSSA's service due to minor defects which do not, or do not significantly, impair the fitness for use or the utility value.

8. Retention of title and assignment

8.1. ÖGUSSA shall retain title to the subject matter of the contract until all financial obligations of the customer have been met in full, even if the items to be delivered and manufactured are resold, modified, processed or mixed.

8.2. If the goods are treated or processed by the Customer, the retention of title shall also extend to the new item. In the event of processing, combining or mixing with third-party items, ÖGUSSA shall acquire co-ownership of the new item produced in the fraction corresponding to the ratio of the value of ÖGUSSA's goods to that of the other item used at the time of processing, combining or mixing.

8.3. The goods shall remain the property of ÖGUSSA until full payment has been made. The goods remain the property of ÖGUSSA until full payment. A resale is only permitted if this has been notified to ÖGUSSA in good time, stating the name or company name and the exact (business) address of the customer, and ÖGUSSA agrees to the sale in writing. In this case, the purchase price claim shall thereby be deemed assigned to ÖGUSSA and ÖGUSSA shall be entitled at any time to notify the buyer of this assignment.

8.4. The Customer expressly agrees that all claims to which ÖGUSSA is entitled against the Customer may be assigned to third parties irrespective of the purpose. Any prohibitions of assignment shall only become legally effective if they are explicitly agreed between the contracting parties in the specific individual case.

9. Warranty

9.1. ÖGUSSA warrants, in accordance with the following provisions, that the subject matter of the contract corresponds to the order upon delivery or collection and is fit for normal use. In this respect, it is expressly stated that only those details concerning properties, weight, mass, capacity, colour, prices and other specifications which are used in the catalogues, circulars, brochures, advertisements, illustrations and price lists, etc. used by ÖGUSSA in business transactions shall form part of the contract.

9.2. The contracting party must always prove that the defect was already present at the time of delivery. Section 924 Austrian Civil Code (ABGB) shall not apply.

9.3. The goods must be inspected immediately upon delivery. ÖGUSSA must also be notified in writing of any defects discovered immediately, but at the latest within 14 days of delivery, stating the nature and extent of the defect. If a complaint is not made, or not made in time, the goods shall be deemed to have been approved. The assertion of warranty or compensation claims, including consequential damages, as well as the right to contest errors due to defects are excluded in these cases. The warranty period for business transactions shall be 6 months for movable goods and 2 years for immovable goods from the date of delivery/service.

9.4. Furthermore, no warranty claims exist in the case of defects caused by improper handling or overuse, if statutory operating instructions or operating instructions issued by ÖGUSSA have not been complied with, if the object of purchase was created on the basis of the customer's specifications and the defect is attributable to these specifications, in the event of natural wear and tear, transport damage, improper storage, chemical, electrochemical or electrical influences or in case of poor maintenance.

9.5. Notifications of defects and complaints shall be made with as precise a description of the defect as possible and the Customer shall hand over the contractual items, which are the subject of the complaint, to ÖGUSSA, if feasible. In this case, ÖGUSSA shall have the choice, if the defects are to be remedied by ÖGUSSA in accordance with these present provisions:

repair the defective subject matter of the contract on the spot,
to have the defective contractual object or parts thereof sent to ÖGUSSA for the purpose of rectification,
replace the defective subject matter of the contract or parts thereof;
if rectification is not possible or only possible at disproportionately high cost, ÖGUSSA shall also have the option of granting a reasonable price reduction. The assertion of warranty claims shall not release the customer from their payment obligation.

9.6. If the defective contractual object or parts thereof are returned to ÖGUSSA for repair or replacement, the Customer shall bear the costs and the transportation risk.

9.7. If the goods supplied by ÖGUSSA have been further treated or processed by the customer, this shall take place at the Customer's risk. It is the Customer’s responsibility to check the materials supplied by ÖGUSSA for their suitability for their intended use. Any resulting consequential damage shall be excluded from ÖGUSSA's obligation to pay compensation.

9.8. ÖGUSSA shall be entitled to carry out or have carried out any investigation it deems necessary. In the event that this investigation shows that ÖGUSSA is not responsible for any errors, the Customer shall bear the costs of this investigation for a reasonable fee.

9.9. If the Customer makes changes to the object of the contract without the prior written consent of ÖGUSSA, ÖGUSSA’s warranty obligation shall expire.

9.10. Section 933b ABGB shall not apply.

10. Securities

ÖGUSSA shall reserve the right to demand advance payments or securities for the performance of the agreed service. The Customer shall in any case be notified of these in good time and in writing. If the customer does not comply with ÖGUSSA's request to provide security, ÖGUSSA shall be entitled to withdraw from the contract within a reasonable period.

11. Liability

11.1. Claims for damages in cases of slight negligence shall be excluded. This shall not apply to personal injury or damage to items accepted for processing, unless the latter has been negotiated in detail.

11.2. Claims for damages shall become statute-barred 6 months after knowledge of the damage and the injuring party.

11.3. ÖGUSSA shall in principle accept no liability for the suitability of the goods delivered, for the purposes envisaged by the buyer and also not for damage caused by processing the product.

11.4. Liability for indirect damage, consequential damage, loss of profit, financial loss, damage due to business interruption, as well as for any claims of third parties against the Customer shall be excluded.

12. Premature termination of the contract

Whenever a delivery/service is not possible for reasons for which the Customer is responsible, or the Customer fails to comply with a legal or contractual obligation towards ÖGUSSA, ÖGUSSA shall be entitled to withdraw from the contract. In this case, the Customer shall compensate ÖGUSSA for any disadvantages incurred as a result and for the loss of profit.

13. Labelling of goods

A modification of the goods manufactured by ÖGUSSA and any special stamping which is considered to be the original labelling of the Customer or a third party, or may give the impression that it is a special product, shall not be permitted.

14. Data protection and confidentiality

14.1. ÖGUSSA shall process personal data of the customer in the course of business and in accordance with the privacy policy.

14.2. The contracting parties shall undertake to maintain absolute secrecy visà-vis third parties in respect of the knowledge they have acquired as a result of the business relationship.

15. Money Laundering Regulations

The provisions of Sections 365m ff of the Trade, Commerce and Industry Regulation Act (GewO) 1994 shall apply mutatis mutandis. Accordingly, identification of the contracting party is required for all cash transactions with a value of € 10,000 or more. This shall apply irrespective of whether a permanent business relationship is established or a transaction is only carried out occasionally in a single process or in several processes. In accordance with these provisions, ÖGUSSA has the right to establish the identity of the Customer by means of a valid photo ID before establishing a business relationship or carrying out a transaction. This also includes verification of the power of representation of a third party acting on behalf of the Customer.

16. Reworking

16.1. The place of performance for the delivery of the reworking material shall be the premises of ÖGUSSA, unless otherwise agreed. The Customer shall bear the costs and the risk of delivery. The Customer shall be responsible for proper transportation and packaging and compliance with any instructions issued by ÖGUSSA as well as for legal or official provisions. The delivery of radioactive material or material containing mercury or explosive material shall not be permitted. The delivery of other dangerous, e.g. toxic, corrosive, highly flammable material and the acceptance of material with hazardous components, e.g. chlorine, bromine, arsenic, fluorine, selenium, etc. shall only be permitted with the prior written consent of ÖGUSSA. The Customer shall be obliged to observe the relevant standards under Austrian and European law. The Customer shall be liable for damage caused by incorrect or incomplete labelling.

16.2. ÖGUSSA reserves the right to increase the treatment and processing costs contained in the offer or in the order confirmation as well as to extend the return delivery or purchase periods in the event that special properties of the material, which were not known to ÖGUSSA at the time of acceptance of the order, require additional expenditure. As soon as ÖGUSSA becomes aware of the increase in processing costs and the extension of the return delivery/purchase deadlines, the Customer shall be informed of this immediately.

16.3. ÖGUSSA shall only be liable for culpably improper handling or storage in accordance with Clause 9. ÖGUSSA shall only be liable for material losses that are not due to intent or gross negligence if these are covered by insurance policies of ÖGUSSA, but at most up to the respective value of the delivered material at the time of delivery. The Customer shall bear all other risks; they shall in particular be liable for all damage attributable to the hazardous nature (16.1.) of the reworking material.

16.4. An invoice shall be drawn up on the basis of the weights determined by ÖGUSSA prior to reworking, and the content determined. It shall become binding if the Customer does not object in writing within two weeks of receipt of the invoice.

16.5. The metals and precious metals obtained by reworking shall be credited to the Customer's weight accounts in accordance with Clause 18; insofar as a purchase of the materials handed over has been agreed with ÖGUSSA in writing, ÖGUSSA shall become the owner upon payment of a first partial payment, unless otherwise agreed in writing.

17. Precious metal transfers

Credit entries that are made as a result of an error, a clerical error or for any other other reasons, without a corresponding order, may be reversed (cancelled) by ÖGUSSA by simple entry.

18. Weight accounts for metals and precious metals

18.1. ÖGUSSA shall maintain separate weight accounts for each Customer and for each metal or precious metal. Stocks of individual account holders shall not be stored separately.

18.2. Each account holder shall be a co-owner of the total stock on hand to the extent of the quantity by weight of ametal or precious metal recorded in his account. In the case of the purchase or sale of metals or precious metals, the transfer of ownership shall be completed when the respective account is booked. It shall be noted that once the material has been processed or reworked, it cannot be returned to its previous status.

18.3. Weight accounts may only show a negative balance on the basis of a special written agreement with the customer; without prejudice to a written agreement deviating from this, ÖGUSSA shall be entitled at any time to demand payment of negative account balances.

18.4. The weight account may be terminated by all contracting parties for good cause without notice. Good cause shall be deemed to exist if facts are given on the basis of which the terminating party, taking into account all circumstances of the individual case and weighing the interests of the contracting parties, can no longer reasonably be expected to continue the weight accounts, e.g. due to breach of material contractual obligations or due to imminent insolvency.

18.5. Since, in accordance with clause 18.2, the material, once reworked or processed, can no longer be returned to its original condition, the Customer shall receive, upon termination of the weight account, remuneration for the material provided in the amount of the current exchange rate at the time of termination. Ownership of the weight account shall pass to ÖGUSSA at the time of termination and after remuneration.

19. Place of jurisdiction, applicable law

19.1. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contract shall be the competent court with the subject-matter jurisdiction for ÖGUSSA’s registered office. Notwithstanding this agreement, ÖGUSSA may also bring an action at the Customer's general place of jurisdiction.

19.2. The contract shall be governed by Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods and those provisions of the conflict of laws which would refer to foreign law.

20. Other provisions

20.1. Should any provision of these General Terms and Conditions of Delivery be or become legally invalid in whole or in part, this shall not affect the legal validity or enforceability of all other terms and conditions of delivery. The contracting parties shall replace the legally invalid or unenforceable provision by a valid and enforceable provision which comes as close as possible to the legally invalid or unenforceable provision in terms of content and purpose. This shall also apply to loopholes in these Terms and Conditions of Delivery.

20.2. Amendments or supplements to a contract shall be in written form. This shall also apply to the amendment of the written form requirement.

20.3. The Customer shall not be entitled to transfer rights from this contract to third parties without ÖGUSSA’s prior written consent.

20.4. Offsetting against counter-claims of the Customer which are disputed by ÖGUSSA or which have not been legally established by a court of law shall not be permitted. The same shall apply to the assertion of a right of retention on the part of the Customer.

20.5. The customer expressly waives the right to contest or adjust the contract on the grounds of error.

TERMS AND CONDITIONS OF PURCHASE of Ögussa

Österreichische Gold- und Silber Scheideanstalt Ges.m.b.H

1. Scope

1.1. The following Terms and Conditions of Purchase shall apply to all business transactions of ÖGUSSA Österreichische Gold- und Silber Scheideanstalt GmbH (hereinafter referred to as "ÖGUSSA") as Buyer or Client in the relationship between ÖGUSSA and business operators within the meaning of Section 1 (1) no. 1 KSchG (hereinafter referred to as "Seller" or "Contractor"). These Terms and Conditions of Purchase shall not apply to legal transactions concluded between ÖGUSSA and consumers within the meaning of Section 1 (1) no. 2 of the Austrian Consumer Protection Act (KSchG).

1.2. These Terms and Conditions of Purchase shall be binding for all present and future business transactions between ÖGUSSA and business operators within the meaning of Section 1 (1) KSchG, even if no express reference is made to them.

1.3. The Seller agrees that in the event of the use of GTC by them, the present terms and conditions of purchase of ÖGUSSA shall apply, even if the terms and conditions of the Seller remain unchallenged.

1.4. In this respect, contractual performance activities by ÖGUSSA shall not be deemed to constitute consent to contractual conditions deviating from the present Terms and Conditions of Purchase.

1.5. Agents of ÖGUSSA shall only be entitled to bind them within the framework of these Terms and Conditions of Purchase.

2. Contract conclusion

2.1. Orders, contracts and call-offs, as well as amendments and supplements thereto, must be in writing. The written form requirement shall also apply for any deviation from these Terms and Conditions of Purchase.

2.2. Each order shall be confirmed in writing to ÖGUSSA by the Seller or Contractor. The contract shall only be concluded upon written confirmation of the order by the Seller or Contractor.

2.3. ÖGUSSA may revoke the order within 14 days, even if the Seller or Contractor has already accepted it.

2.4. If the order confirmation deviates from the order, ÖGUSSA shall only be bound if it expressly agrees to the deviations in writing.

2.5. The scope of delivery and the price agreed shall, in case of doubt, include all those parts which, according to general commercial practice, are assigned to the main service or which are necessary for the use presupposed by general commercial practice or contractually promised, even if the individual parts required for this are not explicitly stated in the order.

2.6. All information provided in the order, the drawings and parts lists of ÖGUSSA, as well as all information provided in offers, brochures, product descriptions and catalogues of the Seller or the Contractor, in particular adherence to delivery dates and delivery times, shall be deemed guaranteed.

2.7. Unless otherwise agreed, offers or cost estimates addressed to ÖGUSSA shall be binding and free of charge.

3. Shipping

3.1. The Seller or Contractor shall, at the time specified in the order, deliver to the place of delivery and performance. When shipping, the relevant tariff, transportation and packaging regulations of the respective means of transportation shall be observed by the Seller or Contractor, in particular with regard to any existing customs and risk regulations. The means of transportation most favourable to ÖGUSSA in terms of price shall be chosen, unless ÖGUSSA has expressly specified specific transportation regulations.

3.2. In addition to the shipping address, the Seller or Contractor shall always state the order details (order number, order date, place of delivery and performance, name of the consignee, if applicable, and material number) in the transportation documents. The delivery items shall be labelled in accordance with the respective regulations of the EC/EU directives and regulations concerning hazardous substances in the respective current version. The Seller or Contractor shall be obliged to provide ÖGUSSA with all necessary product information, e.g. safety data sheets, processing instructions, labelling regulations, occupational health and safety measures, etc. in the current version before dispatching the delivery. All information, including drawings and other documents, which ÖGUSSA requires for the installation, operation, maintenance or repair of the delivery item, shall be made available to ÖGUSSA by the Seller or Contractor prior to dispatch of the delivery and without applying additional costs.

3.3. The unit weight shall be clearly visible and permanently affixed to loading units (from 1 tonne).

3.4. Only packaging that complies with the objectives and requirements of the national and any European packaging regulations in their respective valid version may be used.

3.5. Insofar as the Seller's or Contractor's deliveries generate waste in addition to the packaging, as defined by the relevant waste legislation, the Seller shall recycle or dispose of this waste – unless otherwise agreed in writing – at their own expense, in accordance with the current provisions of waste legislation. Ownership, risk and responsibility under waste management law with regard to the waste arising in addition to the packaging shall pass to the Seller or Contractor at the time of delivery.

3.6. Each delivery shall be accompanied by packing slips or delivery notes stating the contents as well as the complete order designation including order number, date and material number, if this is stated in the order. Different articles shall be packed separately and labelled accordingly.

3.7. Deliveries of cross-border goods are to be delivered to ÖGUSSA under the Community transit procedure duty unpaid. ÖGUSSA must be notified of these deliveries prior to dispatch for the purpose of proper customs control. In particular, all relevant transport data shall be communicated at the same time and all documents necessary for customs clearance made available in good time. If direct delivery to ÖGUSSA's customers has been agreed, the same shall apply.

3.8. The Seller or Contractor shall in any case be liable for compliance with all relevant statutory provisions.

3.9. The Seller or Customer shall only be entitled to make partial deliveries with the express written consent of ÖGUSSA.

4. Delivery date

4.1. The agreed delivery dates and locations shall be adhered to by the Seller or Contractor (fixed transaction). If the delivery date is not met, ÖGUSSA shall have the option to withdraw from the contract by setting a reasonable grace period. In this case, the Seller or Contractor shall be liable to ÖGUSSA and third parties for any damage caused by the delay. 4

.2. The Seller or Contractor may only invoke the absence of necessary documents, information, etc. to be supplied by ÖGUSSA if they have not received them within a reasonable period of time despite a written reminder.

4.3. In the event of (partial) delay, ÖGUSSA shall be entitled to withhold the entire purchase price until the Seller or Contractor has carried out the activity in accordance with the contract. ÖGUSSA shall be entitled to withdraw from the entire contract by setting a reasonable deadline, even in the event of partial delay.

4.4. The goods purchased by ÖGUSSA shall be deemed to be a debt to be discharged at the place of delivery. The Seller or Contractor shall therefore bear the costs and transportation risk. The risk of loss or damage shall not pass to ÖGUSSA until the goods are handed over.

5. Proof of performance / acceptance

Any contractually stipulated proof of performance and acceptance must be recorded in writing.

6. Implementation

The Seller or Contractor shall maintain a quality assurance system, e.g. in accordance with DIN EN ISO 9000ff and/or DIN ISO 14001. ÖGUSSA shall be entitled to inspect the Seller's or Contractor's system by means of quality audits after consultation.

7. Weights / quantities

In the event of weight deviations, the weight determined by ÖGUSSA when determining receipt shall apply if the Seller or Contractor does not prove that the weight calculated by them at the time of transfer of risk is correct according to a generally accepted method. The same shall apply to quantities.

8. Price and payment

8.1. In the absence of any other written agreement, the prices quoted to ÖGUSSA shall be inclusive of all costs for dispatch, transportation, insurance, taxes, duties and fees as well as customs and assembly, if agreed, plus VAT. Agreed prices or prices on which the contract is based shall be deemed to be fixed prices.

8.2. Invoices must be issued in duplicate, the second copy being clearly labelled as such. The purchase order number and the material number must be stated in the invoice – the assignment of invoice amounts to purchase order items must be unambiguous. Each invoice must be issued in euros and show VAT separately. The invoice shall be sent separately to the invoice address stated in the purchase order.

8.3. In the absence of other written agreements, payments shall be due within 14 days less a 2% discount or within 30 days net, subject to a reasonable time for invoice verification. The payment period for cash discount deduction shall begin as soon as the delivery or service has been rendered on time and in full and upon receipt of an invoice correctly issued. A cash discount deduction is also permissible if ÖGUSSA offsets or withholds payments in an appropriate amount due to defects. In this case, the payment deadline shall begin once the defects have been fully remedied. If the settlement is to be made in instalments as agreed, ÖGUSSA shall not lose its discount deduction for the partial amounts paid in good time if other partial payments are not paid within the discount or due date

9. Warranty and liability

9.1 The statutory warranty obligation of the Seller or Contractor, as well as their statutory obligation to pay damages, shall apply in full.

9.2 Exclusions and limitations of liability on the part of the Seller or Contractor shall not be accepted by ÖGUSSA, unless these have been expressly agreed in individual cases. In the event of any defects, ÖGUSSA shall be free to choose between replacement, repair or price reduction. Any conversion claim of ÖGUSSA shall remain unaffected. Insofar as ÖGUSSA insists on repair or replacement, ÖGUSSA shall be entitled to retain the entire payment until the service / delivery has been rendered in full. The obligation to inspect defective deliveries of goods in accordance with Section 377 of the Austrian Commercial Code (UGB) (notification of defects) shall be excluded.

9.3. For deliveries repaired or serviced within the statutory warranty periods, the limitation periods for damages and the warranty periods shall recommence from the time when the Seller or Contractor has fully satisfied the claims for replacement or improvement.

9.4. The Seller or Contractor shall be liable to ÖGUSSA and third parties for any damage caused by the defective or incomplete delivery or performance.

9.5. The Seller or Contractor shall guarantee freedom from third-party property rights and shall indemnify and hold ÖGUSSA harmless in the event of a breach.

10. Contractual penalty

10.1. The contractual penalty for breach of agreed delivery dates for reasons for which the Seller or Contractor is responsible shall amount to 0.1% of the net order value per working day, but not more than 5% of the order value. If a delivery date is delayed for reasons for which the Seller or Contractor is not responsible, the effective date for the start of the contractual penalty shall be postponed in accordance with the newly agreed dates. In the event that the delay in delivery for which the Seller or Contractor is responsible exceeds 10 weeks, ÖGUSSA shall be entitled – insofar as ÖGUSSA continues to demand fulfilment of the contract – to demand interest on partial payments already made at the statutory rate, or for mutual business transactions (Section 352 UGB), 8% above the base interest rate.

10.2. Any liability of the Seller or Contractor for damages exceeding the contractual penalty shall remain unaffected (Section 1336 (2) ABGB).

11. Insurance

The Seller or Contractor shall maintain liability insurance cover at conditions customary in the industry for the duration of the contractual relationship, including the guarantee and warranty period, and provide ÖGUSSA with proof of this upon request. The minimum insured sum per damage event shall be at least EUR 2 million. Smaller insured sums may only be agreed in writing with ÖGUSSA in individual cases.

12. Transfer of orders to third parties, assignment of claims

12.1. The subcontracting of orders to third parties (subcontractors) without the written consent of ÖGUSSA shall not be permitted and shall entitle ÖGUSSA to withdraw from the contract in whole or in part and to claim damages.

If ÖGUSSA has agreed to the use of a subcontractor by the Seller or Client, the latter shall name the Seller or Client as its Client in the correspondence and shipping documents, stating the order data.

12.2. Claims of the Seller or Contractor against ÖGUSSA may only be assigned with ÖGUSSA’s written consent.

13. Entering and driving on the factory premises / construction site:

13.1. When entering and driving onto the ÖGUSSA works premises and any construction sites, the instructions of the specialist personnel shall be followed. Notification is to be given in good time of entering or driving onto the works premises/the construction site. The regulations of the Road Traffic Act (StVO) are to be complied with. If services are rendered on the works premises or construction site, the corresponding works or construction site regulations shall apply.

13.2. Any liability of ÖGUSSA for property damage of the Seller or Contractor shall be excluded – to the extent legally permissible; liability shall otherwise be limited to € 10,000.00.

14. Money laundering regulations

The provisions of Sections 365m ff of the Austrian Trade, Commerce and Industry Regulation Act (Gewerbeordnung) 1994 shall apply mutatis mutandis. Accordingly, identification of the contracting party shall be required for all cash transactions with a value of € 15,000.00 or more. This is irrespective of whether a permanent business relationship is established or a transaction is only carried out occasionally in a single process or in several processes.

In accordance with these provisions, ÖGUSSA shall have the right to establish the identity of the Seller or Contractor by means of a valid identity card, passport or driving licence prior to the establishment of a business relationship or prior to a transaction act. This shall also include checking the power of representation of a person acting on behalf of the Seller or Contractor.

15. Provision of materials, planning documents, documentation

15.1. Material provision shall remain the property of ÖGUSSA and shall be stored, designated and managed separately free of charge. They may only be used for orders permitted by ÖGUSSA. In the event of depreciation or loss, the Seller or Contractor shall provide appropriate compensation.

15.2. Drawings, drafts, etc. (planning documents) prepared by the Seller or Contractor according to ÖGUSSA's special instructions shall become the unrestricted property of ÖGUSSA without additional remuneration. Statements to the contrary by the Seller or Contractor shall not be binding. Planning documents are to be handed over on the delivery date together with the agreed documents and all other documents necessary for commissioning, maintenance and servicing, including documentation, source text, assembly and operating instructions (documentation records). Notwithstanding any additional rights, ÖGUSSA shall be entitled to a right of retention of claims of the Seller or Contractor in an appropriate amount until all of the planning and documentation records have been surrendered.

16. Promotional material

16.1. Reference to ÖGUSSA in information and / or advertising materials shall only be permitted with express written consent.

16.2. The Seller or Contractor shall be obliged to keep secret all information, knowledge and documents of whatever kind e.g. technical and other data, measured values, technology, operating experience, sketches, plans, trade secrets, know-how, drawings and other documentation (information) received from ÖGUSSA or originating from the area of an affiliated company (UMICORE company), not to make them accessible to third parties and to use them only for the purpose of processing the respective order.

This shall not apply if the information was already known to the Seller or Contractor or becomes known to them without any infringement of the rights of the Seller or Contractor or third parties being the cause thereof. After termination of the business relationship with the Seller or Contractor, the latter shall undertake to return all physically transmitted information such as documents, samples, specimens, software and the like to ÖGUSSA without delay, without retaining copies or records, and to confirm this to ÖGUSSA in writing.

17. Severability clause

The invalidity of a provision of the present contract or the present Terms and Conditions of Purchase shall not affect the validity of the remainder of the contract or the remaining terms and conditions.

18. Jurisdiction, applicable law, place of performance

18.1. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contract is the competent court for the registered office of ÖGUSSA in commercial matters. Notwithstanding this agreement, ÖGUSSA may also bring an action at the general place of jurisdiction of the Seller or Contractor.

18.2. The contract shall be governed by Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods and those provisions of the conflict of laws which would refer to foreign law. 18.3. The place of performance for deliveries and services shall be the place of receipt designated by ÖGUSSA; and for payments, the registered office of ÖGUSSA.