General Sales and Delivery Terms of The Terra Firma Company (DE), LLC

1. General

1.1. The present General Sales and Delivery Terms (“Terms”) integrate, merge, and supersede any prior offers, negotiations, and agreements concerning the subject matter hereof and shall govern any order for products (“Products”) or services (“Services”) placed to The Terra Firma Company (DE), LLC, a DKSH Company (“DKSH”) by you (“Customer”) (“Order”) and, together with the terms of such Order, shall constitute the entire agreement between the parties relating to such Order (“Agreement”).

1.2. Any of Customer’s acknowledgment, acceptance of delivery, or initiation of payment, shall constitute Customer’s unqualified acceptance of these Terms.

1.3. Unless expressly accepted in writing by DKSH., additional or differing terms or conditions proposed by Customer or included in Customer’s Order are objected to by DKSH and have no effect. An explicit objection to the Customer’s terms and conditions shall not be necessary. Any terms and conditions of the Customer contrary to or deviating from these Terms shall not be applicable even if DKSH has supplied the Products, rendered the Services or accepted the payment from the Customer without reservation.

1.4. Unless explicitly stated in the offer, all offers of DKSH are non-binding and shall be merely deemed as an invitation to the Customer to submit an offer.

1.5. A contract shall only be formed upon DKSH’s acceptance of an Order placed by the Customer, which can either be made explicitly by way of written Order confirmation or implicitly by the delivery/provision of the ordered Products/Services. Customer may not cancel any Order without the written consent of DKSH.

1.6. The price information and technical specifications in DKSH.’s price lists and brochures are not binding, provided nothing to the contrary has been agreed upon in writing by DKSH.

2. Prices and Import Restrictions

2.1. Products shall be sold in accordance with the Incoterms 2020 specified in the Order. All prices for the Services shall be as provided in the Order.

2.2. All prices quoted are exclusive of V.A.T, all other applicable taxes and duties and additional chargers, e.g. packing, transport, freight or customs duties, which shall be payable by Customer.

2.3. Customer shall obtain at its own risk and expense any import license or other official authorization for the Products.

3. Terms of Payment

3.1. Unless otherwise agreed in writing, payment shall be made within thirty (30) days of the date of the invoice, without any right of set-off or counterclaim by Customer. Payment shall be made in the currency and to the account stated on the invoice.

3.2. If payment in full is not received by the due date, interest at the rate of the lesser of one and a half percent (1.5%) per month or the maximum amount permitted by law shall be automatically added to the unpaid balance of the invoice from the due date thereof without any prior notice or reminder. Customer shall indemnify DKSH. against the reasonable costs and expenses incurred by DKSH. or its agent in recovering outstanding invoices, including any fees and expenses of DKSH’s legal counsel.

4. Customer’s Insolvency and Breach

Without prejudice to any other rights and remedies available to DKSH, DKSH. may (a) treat this Agreement or any Order as repudiated and/or suspend deliveries of Products and/or performance of Services without liability to Customer, (b) claim damages from Customer, and/or (c) accelerate and make immediately due the payment of any outstanding sums, if Customer (i) makes any voluntary arrangement with its creditors or is subject to an administrative order, files or has filed against it a petition in bankruptcy; (ii) becomes insolvent or suffers a material adverse change in financial condition; (iii) ceases, or threatens to cease, to carry on business; (iv) breaches its obligations under any Agreement and does not remedy such breach within the period reasonably required by DKSH.; (v) a receiver or administrative receiver is appointed over any of Customer’s assets, or (vi) fails to provide reasonable assurance of its performance in response to any reasonable request by DKSH.

5. Delivery

5.1. DKSH. will use commercially reasonable efforts to deliver Products and/or perform Services by the dates quoted in the Order, but such dates shall be treated as approximate only and not as a binding term of the Agreement. DKSH shall notify Customer as soon as practicable in case of any delay. In the event of DKSH’s failure to meet an agreed date of delivery / performance, Customer’s sole remedy shall be to terminate the applicable portion of any Order with respect to which the relevant Products or Services have not been delivered or provided within thirty (30) days of the delivery or performance date specified in the Order.

5.2. Unless otherwise agreed in writing, partial shipments or partial deliveries are permitted. Furthermore, discrepancies in the quantity of Products delivered of up to ten percent (10%) of the quantity to be delivered as stated in the Order shall be permissible, with a pro rata adjustment in the price.

5.3. If Customer fails to take delivery of any Products, without prejudice to any other rights and remedies available to DKSH., DKSH may (a) store the Products and charge Customer for the costs of storage, or (b) upon reasonable notice to Customer, sell the Products at the best price readily available and charge Customer for any shortfall below the price quoted in the Order, plus storage and selling costs.

6. Transfer of Risk and Security Interest

6.1. The transfer or risk of loss or damages to the Products shall be in accordance with the Incoterms 2020 specified in the Order.

6.2. Notwithstanding delivery and the transfer of risk in any Products, Customer grants to DKSH a purchase money security interest in all Products that are not fully paid for and agrees upon request to execute and furnish to DKSH any and all documentation necessary for the perfection and maintenance of DKSH’s security interest in any Product purchased by Customer. Customer authorizes DKSH to file any and all financing statements (including a UCC-1) to perfect DKSH.’s security interest.

6.3. Until payment is received in full by DKSH, Customer shall handle the applicable Products so as to enable them to be identified as the property of DKSH, and following delivery, shall at its own expense insure them again