I. Scope 

1. Our General Terms and Conditions of Sale (“General Terms and Conditions”) set forth below apply to all offers, quotations, orders, order confirmations, invoices, or agreements between HOBUM Oleochemicals GmbH, registered with the Hamburg Local Court under HRB 8792 (“HOBUM”), and its customers (“Buyer”), unless otherwise agreed in writing between the parties. In the event of any conflict between these General Terms and any more specific contractual terms agreed upon in writing between the parties (“Special Terms”), the Special Terms shall prevail. 

2. We hereby object to any deviating terms and conditions of the Buyer, including for future transactions; such terms and conditions shall be binding on us only to the extent that we expressly acknowledge them in writing on a case-by-case basis. 

II. Offers, Orders, and Delivery 

1. Unless otherwise stated in the offer, our offers are valid for a period of 7 calendar days. An agreement is only concluded between HOBUM and the buyer if the buyer has accepted HOBUM’s offer in writing or, if no prior offer has been made by us, if we have issued a written order confirmation. 

2. Every order placed by the buyer with us must be in writing and is considered final and irrevocable. 

3. For repeat orders, the prices from the previous transaction apply only if we expressly confirm them. 

4. Delivery of the products shall be made in accordance with the Incoterms (latest version) specified in the Special Conditions<s>. </s>

5. The Buyer accepts customary deviations of +/- 10% from the ordered quantity due to safety considerations or filling methods for deliveries in assembled tanks, tank trucks, and silo vehicles, and the Buyer accepts that the invoice amount will be increased or decreased accordingly. 

6. We will use our best efforts to fulfill every order by the confirmed delivery date and to avoid or limit delays. In the event of a (foreseeable) delay in delivery, we will inform the buyer immediately, and the contracting parties will consult on how best to mitigate the resulting adverse consequences. We are entitled to suspend delivery as long as the buyer has not yet fulfilled its obligations to us. 

7. The buyer is obligated to take possession of the ordered products on the agreed delivery dates. If, for any reason other than defects in the delivered products, the buyer fails to take possession of the products on the delivery date, (i) the products shall be deemed delivered; (ii) the risk regarding the products shall pass to the buyer, and (iii) we shall be entitled to store the products at the buyer’s expense. This protective measure does not release the buyer from its payment obligation. 

8. Pallets, containers, tank trucks, mounted tanks, and other equipment, parts, and units used during transport that are not intended for single-use (the “transport unit”) shall in any case remain the property of HOBUM, even if the buyer is charged a deposit for the transport unit, unless the transport unit is invoiced to the buyer. The buyer is obligated to return the transport unit to us in undamaged condition upon first request. Should we receive the transport unit in a damaged condition, the buyer shall compensate HOBUM for any resulting damage. 

III. Delivery Disruptions and Force Majeure

1. Circumstances and events of force majeure beyond our control that prevent or significantly impede delivery shall release us from our delivery obligation for the duration of their effects. An event of force majeure includes all unforeseeable circumstances beyond HOBUM’s control, in particular, but not limited to:

• explosions, fires, floods, or other natural disasters;

• protests, riots, civil unrest, acts of terrorism, or acts of war;

• Government measures, import or export restrictions, and embargoes;

• lockouts, strikes, or other labor disputes (including those involving suppliers);

• traffic problems, supply chain disruptions, epidemics, equipment damage, or material shortages.

2. This also applies if our suppliers are wholly or partially released from their delivery obligations or if normal procurement and transportation options are no longer available. In such cases, we are entitled to deliver with a delay corresponding to the duration of the hindrance, including a reasonable start-up period.

3. HOBUM’s obligations to the buyer shall be suspended for as long as is reasonably necessary for HOBUM to overcome the event of force majeure.

4. If the event of force majeure or the delivery disruption lasts longer than 3 months, either party is entitled to terminate or withdraw from the unfulfilled portion of the contract with immediate effect by written notice. In this case, no mutual claims for compensation or damages shall arise.

5. If the quantities of goods available to us are insufficient to satisfy all buyers, we are entitled to make uniform reductions in all delivery obligations; furthermore, we are released from further delivery obligations

IV. Trademarks, Product Names 

The buyer may not use any trademarks, logos, or other product identifiers of HOBUM on unpackaged or processed materials, on its websites, on social media, or in any other manner, unless this has been expressly agreed upon between the parties concerned. 

V. Price and Payment Terms 

1. The prices and terms set forth in the order confirmation or in the Special Terms apply to the deliveries. 

2. Unless otherwise agreed, HOBUM’s invoices must be paid within 14 calendar days of the invoice date via bank transfer to the bank account specified on the invoice (including all costs, taxes, customs duties, and other charges). Any objections to the invoice must be communicated by the buyer in writing to within 10 business days of receipt of the invoice. Upon expiration of this period, the invoice in question shall be deemed accepted by the buyer, and HOBUM will not recognize any subsequent objections to the invoice. 

3. In the event of (partial) non-payment of an invoice by the due date, we are automatically entitled, without prior notice, to charge the (applicable) statutory default interest, without prejudice to our right to claim higher compensation in the event of actual damages. All extrajudicial and judicial costs incurred by us in enforcing claims against the buyer shall be borne by the buyer. 

4. In the event of (partial) non-payment of an invoice by the due date, we reserve the right to suspend the fulfillment of all outstanding orders without prior notice; no compensation is payable in this regard.

5. Price Adjustment Clause: Upon prior written notice, HOBUM reserves the right to change the agreed-upon prices at any time if changes occur in cost-determining factors prior to the delivery of the products. Cost-determining factors: These factors include, among others, costs related to raw materials, packaging, energy, transportation, warehousing, subcontracting, financing, insurance, customs duties, taxes, and surcharges. Exclusion of the right of withdrawal: Such price adjustments do not entitle the buyer to withdraw from or terminate the contract. 

6. Notwithstanding paragraph 5 of this section: Unless a price has been agreed in writing as a fixed price, we are entitled to charge our generally applicable prices on the delivery date. If costs related to the production, sale, and transport of the goods (including public charges, such as tolls) are increased or newly imposed by that time, the purchase price to be paid by the customer shall also increase, even if these costs are not charged separately in addition to the price. If passing on the cost increase to the customer is prohibited by law, we are entitled to withdraw from the contract. 

VI. Retention of Title and Transfer of Risk 

1. The sold products remain our property until full payment of the purchase price (including all ancillary charges) and all other obligations of the buyer toward HOBUM arising from the business relationship. If due amounts are not paid on time, this may result in the reclamation of the products. Until the purchase price has been paid in full, (i) the buyer shall hold the products in safekeeping for HOBUM, (ii) the buyer may not use the products as currency or collateral or otherwise dispose of them, and (iii) the buyer must store the products in such a manner that they are clearly recognizable as the property of HOBUM. However, the Buyer may use them in its own production process or sell the products to its own customers at their full market value in the ordinary course of business, provided that, in doing so, it simultaneously transfers ownership of the (finished or modified) product to us or assigns to us its claim against the customer arising from the resale in the amount of the purchase price claim secured by the retention of title. The buyer may, if necessary, collect the claims arising from the sale of the products until the buyer’s right to possession of the products pursuant to paragraph 3 of this section expires. 

2. The retention of title does not affect the transfer of risk to the buyer as of the time of delivery; from that point on, the buyer bears the risk and all costs of storage. 

3. The Buyer’s right to possession of the products subject to retention of title shall terminate, and the Buyer must notify us immediately, (i) if the products are seized by a third party; (ii) if the buyer breaches one or more obligations under this agreement , provided that such breach has not been remedied by the buyer within 7 calendar days of our written request; (iii) if the buyer enters into a composition or similar general agreement (formal or informal) with its creditors or is unable to settle its debts when due, reorganization or insolvency proceedings are opened against the Buyer’s assets, or the opening of such proceedings is rejected due to lack of assets, its dissolution is resolved or applied for, or its cancellation occurs ex officio; or (iv) if the Buyer ceases its business operations. In the event of attachment, insolvency, or inability to pay, the Buyer must inform the competent insolvency administrator, enforcement authority, or third party of this retention of title clause and provide HOBUM with all documents necessary to enforce the ownership rights regarding the products. 

VII. Warranty and General Liability 

1. We warrant that the products are free from third-party rights and encumbrances, comply with the product specifications, and comply with all applicable laws and the terms of this Agreement. We make no further representations or warranties, whether express or implied, regarding the products, their merchantability, or fitness for a particular purpose, or any other representations or warranties, which are hereby expressly excluded. 

2. We shall not be liable for warranty claims under paragraph 1 of this section if and to the extent that (i) the buyer continues to use the products subject to complaint after a notice of defect pursuant to paragraph 3 of this section, (ii) the buyer has failed to observe the product documentation and/or instructions regarding the storage, use, or handling of the products, or (iii) the buyer has modified these products without HOBUM’s written consent. 

3. Upon delivery of the products, the buyer must immediately inspect and examine the delivered products. The buyer must notify us immediately in writing of any obvious defects (e.g., transport damage and quantity discrepancies), specifying the defects. The buyer must notify us in writing of any hidden defects within 7 days of their discovery, specifying the defects in detail. If no notice of defects is given within the specified period, the buyer loses their warranty claims in this respect. 

4. Notwithstanding the mandatory statutory provisions, in the event of a complaint recognized by us as justified, the buyer is entitled to demand a replacement delivery or a refund of the agreed price, provided that the buyer returns the products to us. No products may be returned or destroyed without our prior written consent. 

5. As a general rule, only the product description shall be deemed agreed upon as the quality of the goods delivered by us. Public statements do not constitute a contractual specification of the goods’ quality. 

6. In the event of a defect for which we are responsible, we are obligated, at our discretion, to repair the service or delivery free of charge, to make a new delivery, or to perform the service anew. In the event of defect rectification, the buyer must grant us the time and opportunity deemed reasonable.

7. If we fail to fulfill our obligation to repair or provide a replacement delivery despite a reasonable grace period, the buyer may, at their discretion, withdraw from the contract or demand a reduction in the purchase price in accordance with § . This also applies if the subsequent performance has failed or is unreasonable for the buyer. A repair shall be deemed to have failed after the third unsuccessful attempt, unless the nature of the item or the defect or other circumstances indicate otherwise. 

8. Further claims by the buyer against us for breaches of duty or tortious acts are excluded. This disclaimer of liability does not apply in cases of fraud, intent, or gross negligence, nor in cases of negligent breach of a material contractual obligation. Furthermore, it does not apply to claims under the Product Liability Act, to damages resulting from injury to life, limb, or health, or to the extent that we have assumed a warranty of quality. 

9. In the event of liability, our obligation to pay compensation is limited to foreseeable, typical damages, unless the damage results from an intentional or grossly negligent breach of duty. We shall be liable for damages resulting from the absence of a warranted characteristic, but which do not occur directly to the goods, only if the risk of such damage is clearly covered by the warranty of quality. 

10. The buyer’s warranty and/or liability claims arising from a breach of duty due to a defect in the purchased item shall in all cases become time-barred one year after the transfer of risk. 

11. To the extent that our liability is excluded or limited, this also applies to the personal liability of our legal representatives as well as our agents and vicarious agents. 

VIII. Application Advice 

The buyer shall decide on the use of the goods delivered or services rendered by us at their own discretion. Unless we confirm specific properties and suitability for a contractually specified purpose in writing, any application-related advice is non-binding in all cases.

IX. Anti-Corruption and Export Control Provisions 

When conducting business with HOBUM, the buyer must comply with our Code of Conduct (available at www.hobum.de), all applicable anti-corruption laws, and all local or international export control regulations, and must ensure that its directors, officers, employees, agents, and representatives (the “Representatives”) comply with them. In particular, the Buyer and its Representatives shall refrain from: (i) making payments or offering other inducements that constitute bribes or kickbacks under currently applicable European laws or any other applicable anti-corruption laws; and (ii) violating any diplomatic, economic, or military sanctions or restrictive measures imposed by the United Nations or any government authority or agency of the European Union or the United States of America that apply to a (planned) transaction under this Agreement. persons, or companies by the United Nations or a government authority or agency of the European Union or the United States of America, which is applicable to a (planned) transaction under this Agreement.

X. Place of Performance, Jurisdiction, Governing Law 

1. The place of performance for all obligations arising from the business relationship is our registered office. 

2. The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between the buyer and us. The application of the Uniform UN Sales Convention (CISG—“Vienna Sales Convention”) is excluded. 

XI. Severability Clause

The contract shall remain valid in its remaining provisions even if individual provisions of the contract are invalid. In place of the invalid provision, a provision shall apply that, within the limits of what is legally possible, most closely approximates the economic intent of the invalid clause. The same applies to the filling of gaps. 

HOBUM Oleochemicals GmbH, April 1, 2026