General Terms and Conditions (GTC)

§1 Scope of application

(1) These General Terms and Conditions (GTC) apply to all business relationships between the provider and its customers, provided the latter are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

(2) Unless otherwise agreed, these GTC, in their version valid at the time of conclusion of the contract, also apply to future contracts of the same type without the need for further notification.

(3) Deviating or conflicting terms and conditions of the customer shall only apply if their validity has been expressly agreed to in writing.

§2 Subject of the contract

(1) The subject of this agreement is the development, manufacture, and distribution of private-label products, in particular medical devices and dietary supplements, as well as related services.

(2) The services are provided on the basis of individual agreements with the customer.

§3 Offers and Conclusion of Contract

(1) Offers from the provider are non-binding and subject to change unless expressly designated as binding.

(2) A contract is only formed upon written order confirmation from the provider or upon commencement of performance.

(3) The respective order confirmation is authoritative for the content of the contract.

(4) The provider is entitled to refuse to conclude a contract if the customer is in default of payments due from existing business relationships.

§4 Prices and Payment Terms

(1) Unless expressly agreed otherwise, the prices valid at the time of conclusion of the contract apply, plus statutory value added tax.

(2) Unless otherwise agreed, 30% of the agreed remuneration is due as a down payment upon placement of the order. The supplier is entitled to stipulate different payment terms in individual cases, in particular higher down payments or advance payments.

(3) The remaining remuneration is payable without deduction upon invoicing and no later than two weeks before delivery of the products or completion of the service.

(4) Invoices are due for payment within 14 days.

(5) In the event of late payment, the supplier is entitled to charge default interest at a rate of 8 percentage points above the base interest rate as well as a lump sum for default costs pursuant to Section 288 Paragraph 5 of the German Civil Code (BGB).

(6) The supplier is entitled to withhold further deliveries or services until all outstanding claims have been settled in full.

(7) The supplier is also entitled to refuse to accept new orders and to suspend or complete current orders as long as the customer is in default of any payments due.

§5 Delivery and performance deadlines

(1) Delivery and performance deadlines are agreed upon individually.

(2) If a binding deadline cannot yet be set at this time, an estimated date will be communicated.

(3) Compliance with the deadlines is contingent upon the customer providing all necessary information, documents, approvals, and agreed-upon advance payments in a timely manner.

(4) The supplier is entitled to make partial deliveries or provide partial services, provided this is reasonable for the customer.

§6 Liability

(1) The provider is liable without limitation in cases of intent and gross negligence.

(2) In cases of simple negligence, the provider is liable only for breaches of essential contractual obligations and only up to the number of foreseeable damages typical for this type of contract.

§7 Warranty

(1) The supplier is obligated to ensure that the products conform to the contract at the time of the transfer of risk.

(2) The warranty period is twelve months.

(3) Claims for defects are excluded to the extent that they are attributable to customer specifications, approvals, labelling, further processing, or improper use of the products.

§8 Indemnification

(1) The customer shall indemnify the supplier against all third-party claims arising from the labelling, advertising, distribution, or use of the products, insofar as these are based on specifications or actions of the customer.

(2) This applies in particular to violations of food law, medical device law, or competition law.

§9 Final provisions

(1) The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of jurisdiction is the supplier's registered office, provided the customer is a merchant.

(3) Should any provision of this agreement be invalid, the validity of the remaining provisions shall remain unaffected.

Date: 14.03.2026