Standard Terms and Conditions of Sale

1.1 PreZero Polymers procures, sorts, washes and extrudes plastic waste in plastic recycling plants to manufacture high-quality recyclates, which it resells as goods. 

1.2 These Standard Terms and Conditions of Sale ("Terms and Conditions") apply solely to traders within the meaning of section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB), legal entities under public law and special funds under public law. 

1.3 The Terms and Conditions shall govern all contracts on the sale and/or delivery of goods, regardless of whether such goods are manufactured by PreZero Polymers itself or purchased from suppliers. These Terms and Conditions shall apply exclusively. Deviating, conflicting or additional standard terms and conditions of the customer shall not be incorporated into the agreement unless PreZero Polymers expressly consents to their application in writing. If PreZero Polymers performs the agreement without reservation or accepts payments, this shall not constitute any acknowledgment of deviating, conflicting or additional standard terms and conditions of the customer, even if PreZero Polymers does not expressly object thereto. 

1.4 References to the application of statutory provisions shall serve clarification purposes only. Even in the absence of such clarification, the statutory provisions shall apply, unless they are directly amended or expressly excluded by these Terms and Conditions.

2.1 Waste means waste as defined in section 3 of the German Circular Economy Act (KrWG) and also includes recyclable materials.

2.2 Terms and Conditions means the Standard Terms and Conditions of Sale for the sale and/or delivery of goods by PreZero Polymers.

2.3 Order means the customer's legally binding declaration of its intent to purchase the goods on the terms and conditions offered by PreZero.

2.4 BGB means the German Civil Code (Bürgerliches Gesetzbuch) as amended from time to time.

2.5 HGB means the German Commercial Code (Handelsgesetzbuch) as amended from time to time. 

2.6 KrWG means the German Act to Promote Circular Economy and Safeguard the Environmentally Compatible Management of Waste (Gesetz zur Förderung der Kreislaufwirtschaft und Sicherung der umweltverträglichen Bewirtschaftung von Abfällen (German Circular Economy Act (Kreislaufwirtschaftsgesetz)) as amended from time to time.

2.7 Customer means the respective counterparty of PreZero Polymers.

2.8 Incoterms refers to internationally recognized standard contractual clauses and delivery terms published by the International Chamber of Commerce (ICC) that are used in national and international trade, in the version applicable at the time of their incorporation in these Terms and Conditions (currently Incoterms® 2020).

2.9 Warehouse means all premises or facilities used for the storage, safekeeping or temporary storage of goods or materials, which are operated by PreZero Polymers itself or leased for such purpose or otherwise used under contract.

2.10 NachwV means the German Waste Recovery and Disposal Records Regulation (Nachweisverordnung).

2.11 Parties means the Customer and PreZero Polymers; also referred to individually as a "Party".

2.12 PreZero Polymers means PreZero Polymers Deutschland GmbH.

2.13 Goods for purposes of these Terms and Conditions means the high-quality recyclates manufactured by PreZero Polymers in specialized recycling plants for the treatment of plastic waste.

3.1 PreZero Polymers' offers are non-binding and subject to change. The foregoing also applies if PreZero Polymers provides the Customer with catalogs, technical documentation, other product descriptions or documents, including in electronic form, in which PreZero Polymers reserves title and copyrights. These may not be made accessible to third parties. Oral information provided by PreZero Polymers shall always be deemed non-binding unless confirmed by PreZero Polymers in writing. 

3.2 The Customer's Order of the Goods shall constitute a binding offer to contract. PreZero Polymers has 14 calendar days from the date of receipt to accept the offer to contract. 

3.3 Notice of acceptance may be given in writing (e.g., by order confirmation) or by delivering the Goods to the Customer. If the Order is not confirmed in writing beforehand, an invoice sent by PreZero Polymers shall also constitute an order confirmation.

4.1 Goods shall be delivered "ex works" or to the respective Warehouse of PreZero Polymers, which is also the place of performance for delivery and cure, where applicable. 

4.2 At the Customer's request and expense, the Goods will be sent to a different destination (sale by delivery to a place other than the place of performance). To the extent not otherwise agreed, PreZero Polymers shall be entitled to stipulate the method of shipment (in particular the transport company, route and packaging) itself. PreZero Polymers will endeavor to take any Customer requests into account as far as possible. Any additional costs incurred as a result shall also be borne by the Customer.

4.3 The risk of accidental loss and accidental deterioration of the Goods shall be determined in accordance with the Incoterm agreed between the Customer and PreZero Polymers. If no

Incoterm is agreed, the risk of accidental loss and accidental deterioration of the Goods shall pass upon delivery to the Customer insofar as no sale by delivery to a place other than the place of performance was agreed. In the case of a sale by delivery to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the Goods, as well as the risk of delay, shall pass upon delivery of the Goods to the freight forwarder, the carrier or any other person or institution designated to carry out the shipment. 

4.4 If the Customer is in default of acceptance or culpably breaches other duties of cooperation, PreZero Polymers may claim compensation for any loss or damage it incurs as a result, including any additional expenses (such as storage costs). In such case, the risk of accidental loss or accidental deterioration of the Goods shall pass to the Customer when the Customer is in default of acceptance. 

5.1 The delivery dates and periods stated in the Order shall be non-binding unless PreZero Polymers has confirmed them in writing (order confirmation). If PreZero Polymers is unable to comply with binding delivery dates and periods for reasons for which it is not responsible (e.g., the Goods are unavailable), PreZero Polymers shall notify the Customer thereof, indicating the new expected delivery date. If the Goods are still not available by the new delivery date, PreZero Polymers shall be entitled to rescind all or part of the agreement. 

5.2 Compliance with the delivery obligation shall be contingent on the Customer's due and timely performance of its duties of cooperation.

5.3 Default for delayed delivery shall be determined in accordance with the statutory provisions. 

6.1 Unless expressly agreed otherwise in writing, the agreed prices are net prices plus the applicable statutory value added tax and do not include expenses, fees for official approvals or costs for third-party services. These will be invoiced to the Customer separately. 

6.2 In the case of a sale by delivery to a place other than the place of performance, the Customer shall bear the transport costs ex works or ex warehouse and the costs of any transport insurance requested by the Customer. If PreZero Polymers delivers Goods to non-EU countries at the Customer's request, the Customer shall bear all associated customs duties, fees, taxes and other public charges. 

6.3 PreZero Polymers is entitled to a price adjustment if, between the date of contracting and the contractually agreed date of delivery, there is a change in the cost factors underlying PreZero Polymers' price calculation, in particular for personnel, material, raw materials, transport or energy, recovery and disposal expenses, toll fees (e.g., due to changes in case law, applicable laws, such as the German Fuel Emissions Trading Act (Brennstoffemissionshandelsgesetz – BEHG) or municipal charges). The percentage change in the respective cost factor in relation to the value applicable at the time of contracting shall be decisive for the price adjustment. Cost increases and reductions will be offset. A price adjustment will only be made if the total price changes by more than 5%. This provision shall apply mutatis mutandis in the event of a price reduction. PreZero Polymers shall provide the Customer with a clear explanation of the change in the relevant cost factors and the reasons for it. Price adjustments shall take effect from the date on which the underlying cost factors change, albeit not before the Customer receives notice of the price adjustment and the reasons for it. If a price adjustment exceeds 10% (compared

to the most recent applicable price), each Party shall have a right to rescind the agreement, which must be exercised within two (2) weeks of notice of the price adjustment and the reasons for it. 

7.1 The purchase price is due and payable in full 14 calendar days after receipt of the invoice, unless a later due date is stated on the invoice. The invoice amount is payable in full in the latter case as well. 

7.2 PreZero Polymers sends its invoices solely in electronic form. Upon contracting, the Customer consents to also receiving invoices by e-mail in PDF format. 

7.3 If the deadline for payment expires, the Customer shall be deemed in default. In the event of default, PreZero Polymers shall charge the statutory default interest in accordance with section 288 (2) BGB and a flat fee for administrative expenses of EUR 40.00 in accordance with section 288 (5) sentence 1 BGB. PreZero Polymers reserves the right to assert further loss or damage due to default. 

7.4 The Customer's rights to set off or to withhold performance may only be exercised with counterclaims that have been declared final and binding by a court of law, are uncontested or have been acknowledged by PreZero Polymers. 

7.5 PreZero Polymers reserves the right to at any time deliver all or some of the Goods only in exchange for payment in advance. PreZero Polymers must reserve such right with the order confirmation at the latest. 

8.1 Unless otherwise specified below, the Customer's rights in the event of defects in quality and defects in title shall be governed by the statutory provisions.

8.2 PreZero Polymers shall not be liable under section 442 BGB for defects that the Customer knew or, but for gross negligence on its part, should have known of at the time of contracting. The Customer's warranty claims shall be contingent on the Customer having met its statutory obligations to inspect and give notice of defects in accordance with sections 377 and 381 HGB. If any defects are discovered upon delivery, during or any time after the inspection, these must be reported to PreZero Polymers promptly in writing. In any case, apparent defects must be reported in writing within five (5) calendar days of delivery at the latest, and defects that are not apparent on inspection (latent defects) must be reported in writing within the same period after their discovery. If the Customer fails to duly inspect the Goods and/or give notice of defects, PreZero Polymers' liability for any defects not timely or duly reported shall be excluded in accordance with the statutory provisions. 

8.3 If the Goods are defective and PreZero Polymers is responsible for the defect, PreZero Polymers shall have the right to cure performance by, at its option, repairing the defective Goods or delivering a replacement. The Customer must allow PreZero Polymers the time and opportunity necessary to cure performance, in particular to hand over the rejected Goods for inspection purposes. 

8.4 The Customer may not assert warranty claims if it is in default of payment. The foregoing shall not apply if the amount outstanding is insignificant in relation to the value of the Goods for which warranty rights are being asserted.

8.5 The expenses necessary for the purpose of inspection and cure, in particular transport, travel, labor and material costs, as well as any removal and installation costs, shall be borne or reimbursed by PreZero Polymers in accordance with statutory provisions, if in fact a defect exists. PreZero Polymers may claim reimbursement from the Customer for the costs incurred as a result of an unjustified request to remedy defects. 

8.6 The quality of the Goods depends on the raw materials available. The Customer must reckon with changes in quality, color differences and weight deviations. These will only constitute defects for which PreZero Polymers is responsible if they were reasonably avoidable under the given circumstances and the utility of the Goods was impaired to a not insignificant extent. Minor deviations, trial deliveries or samples may not be rejected. 

8.7 PreZero Polymers does not guarantee or warrant that the Goods are fit for a particular purpose.

9.1 Regardless of the legal grounds, PreZero Polymers shall be liable without limitation in cases of: 

9.1.1 willful or grossly negligent conduct;

9.1.2 injury to life, limb or health; and 

9.1.3 claims under the German Product Liability Act (Produkthaftungsgesetz) or other claims mandated by law.

9.2 PreZero Polymers' liability for ordinary negligence shall be limited to the breach of material contractual obligations, i.e., obligations that are essential to the due and proper execution of the agreement and on the performance of which the Customer is generally entitled to rely. In such cases, PreZero Polymers' liability shall be limited to compensation for typical and foreseeable loss or damage. 

9.3 PreZero Polymers' liability is otherwise excluded. 

9.4 The foregoing provisions shall also apply to governing bodies, legal representatives, employees and other vicarious agents of PreZero Polymers. 

9.5 The statutory rules on the burden of proof shall remain unaffected by the above provisions.

9.6 The Customer may only rescind the agreement based on a breach of duty not involving a defect provided that PreZero Polymers is at fault for such breach of duty.

10.1 PreZero Polymers shall retain title in the Goods sold until full payment of all current and future claims under the supply/purchase agreement and the ongoing business relationship between PreZero Polymers and the Customer. 

10.2 The Goods subject to retention of title may not be pledged to third parties or furnished as collateral until the secured claims have been paid in full. The Customer must notify PreZero Polymers without undue delay of any motion to institute insolvency proceedings against it and/or if third parties attach the Goods belonging to PreZero Polymers. If PreZero Polymers files an action for third-party proceedings instituted to prevent the execution of a judgment in accordance with section 771 of the German Code of Civil Procedure (Zivilprozessordnung – ZPO) and the third party is unable to reimburse the judicial and extrajudicial costs of the action, the Customer shall be liable for the losses incurred by PreZero Polymers. 

10.3 The Customer is entitled to resell and/or process the Goods subject to retention of title in the ordinary course of business. 

10.4 The retention of title shall extend to the full value of the new items arising due to processing, mixing or combining the Goods, with PreZero Polymers deemed to be the manufacturer. If the Goods are processed, mixed or combined with goods of third parties and the third parties retain title, PreZero Polymers shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined Goods.

10.5 The Customer hereby assigns to PreZero Polymers as collateral any claims against third parties arising from the resale of the Goods or the item, either in total or in the amount of PreZero Polymers' co-ownership share pursuant to clause 10.4. PreZero Polymers accepts this assignment. The obligations specified in clause 10.2 shall also apply to the assigned claims. 

10.6 Despite the assignment, the Customer shall remain authorized to collect the claim in addition to PreZero. PreZero Polymers undertakes not to collect the claims if the Customer duly complies with its payment obligations towards PreZero Polymers, is not in default of payment and in particular no petition has been filed to institute insolvency proceedings nor has payment been discontinued. If this is the case, PreZero Polymers may request that the Customer give notice of the assigned claims and their respective debtor and provide all information necessary to enable collection, furnish the related documents and notify the debtors (third parties) of the assignment. In this case, PreZero Polymers shall also be entitled to revoke the Customer's authorization pursuant to clause 10.3 to resell and process the Goods subject to retention of title. 

10.7 If the Customer is in breach of contract, in particular if it fails to pay the due and payable purchase price, PreZero Polymers shall be authorized to rescind the agreement in accordance with the statutory provisions and/or demand that the Goods be returned based on the retention of title. PreZero Polymers taking back the Goods does not constitute rescission of the agreement unless this is expressly declared in writing.

11.1 The limitation period for the Customer's claims arising from defects in quality and defects in title shall be one (1) year from delivery. The foregoing shall not affect the special statutory provisions on limitation of claims (in particular section 438 (1) no. 1, (3), sections 444 and 445b of the German Civil Code (Bürgerliches Gesetzbuch – BGB)).

11.2 The above limitation period shall also apply to the Customer's contractual and non-contractual claims for damages that are based on a defect in the Goods, unless application of the statutory limitation period results in a shorter limitation period in individual cases. The Customer's claims for damages under clause 9.1 of the Terms and Conditions shall become time-barred solely in accordance with the statutory provisions.

12.1 If PreZero Polymers is delayed in performing its contractual obligations in whole or in part due to an event of force majeure, such delay shall be excused for the duration and extent of the force majeure (including action to remedy the consequences). PreZero Polymers shall notify the Customer without undue delay about the occurrence and end of an event of force majeure. The Customer shall likewise be released from performing its contractual obligations during an event of force majeure, with the exception that the Customer may not suspend its obligation to pay for services already rendered. 

12.2 Force majeure includes all events and circumstances beyond the sphere of control of PreZero Polymers, in particular state or official actions, orders, laws, regulations, limitations, riots, civil unrest, war (whether declared or not), acts of terrorism, labor disputes, strikes, sabotage, prolonged shortages in energy supply, transport disruptions, embargoes, traffic disruptions, operational disruptions, default of subcontractors or suppliers, pandemics, epidemics, fire, earthquakes, flooding, hurricanes, cyclones, typhoons, explosions and accidents.

12.3 If the event of force majeure lasts longer than one (1) month, both Parties shall be authorized to rescind the agreement with regard to the services affected by the hindrance.

13.1 The Parties shall maintain the secrecy of all confidential information received during and after termination of the contractual relationship and not disclose it to third parties.

13.2 Confidential information within the meaning of these Terms and Conditions means all financial, technical, economic, legal and tax information, information concerning business operations, employees and management and other information (including data, records and expertise) in connection with the purpose, whether transmitted in written, electronic, oral, digital or any other form, which relates to one of the Parties or one of its affiliated companies and which the disclosing Party (the "Disclosing Party") makes available to the recipient Party (the "Recipient Party") or to which the Recipient Party otherwise becomes privy.

13.3 Confidential information in this sense includes in particular, but is not limited to the following: business and trade secrets, information about the Goods and product compositions, specifications, raw material properties, manufacturing processes, designs, expertise, inventions, business relationships (including customer data and customer requirements), business strategies, business plans, budgets, prices and pricing formulas, HR matters, building floor plans, security and safety plans, and information stored in digital form (data) (the "Confidential Information").

13.4 The group of authorized recipients at the Recipient Party is as follows:

13.4.1 The respective Party, its governing bodies (e.g., shareholders, executive or management board members), employees and vicarious agents as well as its affiliated companies within the meaning of sections 15 et seq. of the German Stock Corporation Act (Aktiengesetz – AktG) and their governing bodies (e.g., shareholders, executive or management board members), employees and vicarious agents, to the extent such persons (i) are subject to a non-disclosure obligation towards the Recipient Party that offers at least the same level of protection as these Terms and Conditions, and (ii) require knowledge of the Confidential Information to fulfill the purpose; and

13.4.2 The Recipient Party's consultants and advisors who are bound to professional or contractual confidentiality and who require knowledge of the Confidential Information to fulfill the purpose. The Recipient Party shall provide the names, addresses and functions of its consultants and advisors at the request of the Disclosing Party. 

13.5 The Recipient Party shall treat the Confidential Information in the strictest confidence and not make it accessible to third parties in any way. It shall make appropriate arrangements to protect the Confidential Information, at a minimum those that a prudent businessperson would make to protect confidential information.

13.6 The Recipient Party shall notify the Disclosing Party without undue delay if the Recipient Party becomes aware that Confidential Information has been disclosed to a third party or used in breach of this agreement, or if such disclosure or use is imminent, in order to prevent any adverse effects of an existing breach of the provisions of this agreement and to prevent future breaches of this agreement.

13.7 The Recipient Party shall not make copies of the Confidential Information or summarize it in writing unless reasonably necessary to fulfill the purpose. All copies or summaries so made (including all intellectual property rights therein) shall become the property of the Disclosing Party.

13.8 The Recipient Party undertakes to treat all Confidential Information disclosed to it by the Disclosing Party in confidence for the term of the agreement and for a further period of five (5) years thereafter. 

13.9 The Recipient Party undertakes to use the Confidential Information from the Disclosing Party for the sole purpose of fulfilling its contractual obligations. 

13.10 The non-disclosure obligations under clause 13.1 shall not apply to information: 

13.10.1 that can be proven to have been lawfully and demonstrably disclosed to the Recipient Party outside of the cooperation before entering into the agreement, in other words without breaching a non-disclosure agreement or violating a statutory provision or official order;

13.10.2 that was already publicly known or generally accessible upon entry into the agreement or can be proven to have been publicly known after entry into the agreement without breaching a non-disclosure obligation;

13.10.3 that was obtained by the Recipient Party through its own discovery or creation or from a product made publicly available and was obtained by the Recipient Party itself without using or referring to Confidential Information of the Disclosing Party;

13.10.4 in a situation where a Party is required to disclose all or part of the Confidential Information due to the provisions of applicable law, court or official orders or due to applicable stock market regulations. The Party shall, to the extent legally possible and feasible, notify the other Party of the disclosure obligation without undue delay in writing prior to disclosure. The Party subject to the disclosure obligation shall make all reasonable efforts to minimize the scope of disclosure and, where necessary, provide all reasonable assistance to the other Party in the event that the other Party seeks legal remedies against the disclosure of all or part of the Confidential Information or otherwise wishes to prevent disclosure.

13.10.5 The Recipient Party bears the burden of proving the existence of an exception to the nondisclosure obligation.

13.11 Upon request of the Disclosing Party and without request at the latest after the purpose has been achieved, the Recipient Party shall return or destroy all Confidential Information, including copies thereof and Confidential Information stored electronically, without undue delay but at the latest within ten (10) business days after receipt of the request or after the purpose has been achieved. Confidential Information stored electronically shall be destroyed by means of full and irrevocable deletion. The foregoing shall not apply to Confidential Information that cannot be destroyed or returned for technical reasons (e.g., because it has been stored in a backup file by an automated electronic system for backing up electronic data). The foregoing notwithstanding, the respective Recipient Party may retain a copy of the Confidential Information if and to the extent that this is required under applicable law, an order of a competent court of law or a stock exchange regulation.

13.12 At the request of the Disclosing Party, the Recipient Party shall notify the Disclosing Party without undue delay in writing of which Confidential Information has been returned, destroyed or deleted and which has not, stating the reasons. This must be recorded in a deletion log that must be sent to the Disclosing Party. It must in particular include documentation of who conducted the return, destruction or deletion and by what means.

13.13 The Disclosing Party shall retain all rights of ownership, use and exploitation with respect to the Confidential Information, notwithstanding any rights it has under the German Act on the

Protection of Trade Secrets (Gesetz zum Schutz von Geschäftsgeheimnissen – GeschGehG). The Disclosing Party reserves the exclusive right to register intellectual property rights. The Recipient Party shall not acquire title or other licenses in the Confidential Information (in particular in expertise, patents applied for or granted thereon, copyrights or other intellectual property rights) on the basis of this agreement or due to conduct implying an intent to do so.

13.14 The Disclosing Party makes no warranty that the Confidential Information it provides is complete or accurate or can be used by the Recipient Party.

13.15 The Disclosing Party shall bear no liability for losses that the Recipient Party suffers as a result of using the Confidential Information, irrespective of whether such use is authorized hereunder, or as a result of the Recipient Party's reliance on the completeness and accuracy of such Confidential Information.

14.1 Both Parties shall act in compliance with the relevant statutory provisions within their own area of business. For further information on compliance at PreZero: https://prezero.de/compliance. 

14.2 The Customer is obliged in particular to comply with all current and future statutory requirements and other regulations relating to minimum wages, in particular the requirements of the German Minimum Wage Act (Mindestlohngesetz – MiLoG). The Customer is obliged to comply with all corporate due diligence obligations (including the requirements under the German Supply Chain Due Diligence Act (Gesetz über die unternehmerischen Sorgfaltspflichten in Lieferketten – LkSG)). The PreZero Code of Conduct (available at: https://prezero.de/ueberprezero/verantwortung/code-of-conduct), which PreZero Polymers will also make available on request, forms the basis of the business relationship and is binding on the Customer. 

14.3 The general privacy policies for business partners, third parties and customers must be observed. These are available at https://prezero.de/datenschutz. 

15.1 The exclusive place of jurisdiction for all obligations arising under agreements entered into between PreZero Polymers and the Customer shall be the registered office of PreZero Polymers.

15.2 German law shall apply exclusively, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) and its conflict of law rules.

16.1 Should any provision of these Terms and Conditions be or become invalid, either in whole or in part, this shall not affect the validity of its remaining provisions. The invalid provision shall be replaced with the statutory provision that most closely reflects the economic intent of the invalid provision.

16.2 Ancillary agreements and reservations, amendments or additions to and notices of rescission concerning these Terms and Conditions must be designated as such and must be executed in writing in order to be valid (sections 126 and 126a BGB). All other notices under these Terms and Conditions can be made in text form, even if they must be made "in writing" in accordance with these Terms and Conditions. However, individual arrangements between PreZero Polymers and the Customer in individual cases shall take precedence over these Terms and Conditions. The terms of such arrangements shall generally be governed by a written agreement. Alternate evidence of the terms is admissible.