General Terms and Conditions of VEINLAND GmbH

I. General Terms and Conditions of Purchase

1. Scope of Application

All deliveries and services of the Supplier to Veinland GmbH, hereinafter referred to as VEINLAND, are subject to the following terms and conditions of purchase.

The form in which the Supplier gains or has gained knowledge of the terms and conditions of purchase is immaterial. For these Terms and Conditions of Purchase to be effectively incorporated into the contractual relationship, it is sufficient that the Supplier has the opportunity to take note of these Terms and Conditions of Purchase; a reference to this on the order is sufficient.

A single reference to the validity of the Terms and Conditions of Purchase is also sufficient for them to effectively apply to future commercial activity between the Supplier and VEINLAND.

Orders, supplements, amendments and agreements are only valid if they have been issued or confirmed in writing by VEINLAND.

The Supplier is obligated to check the written contract or written purchase order without delay and notify VEINLAND in writing of any inaccuracies. VEINLAND will review this claim as quickly as possible and promptly inform the Supplier of the results of this review in writing.

VEINLAND is not obligated to any conflicting or deviating terms and conditions of the Supplier, even if VEINLAND does not expressly object to them or provides services without reservation.

2. Payment Terms

The prices on which the contract/order/agreement is based are net prices. When applicable, the currently valid value-added tax is payable on this.

Supplier claims against VEINLAND may only be assigned to a third party with VEINLAND’s prior written consent.

If no payment terms are specified in the contract/order/agreement, payment is due no later than 30 days after receipt of the valid invoice, unless the Supplier’s performance is resold by VEINLAND to a third party and the third party has not yet accepted or paid for this performance. The Supplier’s performance is also deemed not to have been accepted if defects are still identified and still need to be rectified.

The Supplier must issue its invoice that includes a recitation of the order details. If payment is not made within the period specified due to improper delivery and/or incomplete or incorrect invoice details, the payment period only commences upon clarification of the matter. The same applies to any ancillary costs incurred by the Supplier.

VEINLAND holds a right of retention vis-à-vis the Supplier if the Supplier has not delivered on time and/or if the third party has cancelled further orders or further order volumes vis-à-vis VEINLAND due to the Supplier’s delay.

3. Copyright, Rights of Exploitation and Use

All copyrights, rights of use and exploitation rights for all development services, design or research studies, etc. that are initiated, specified and commissioned externally by VENLAND in return for payment are transferred to VEINLAND. The Contractor/Supplier is prohibited from the use of the results and is only permitted such utilisation with the written consent of VEINLAND. VEINLAND holds the exclusive rights thereto. The Contractor/Supplier receives the previously agreed remuneration, unless otherwise agreed, provided that the Contractor/Supplier has fulfilled the assigned tasks in a professional and proper manner, they have been accepted by VEINLAND and this has been confirmed by VEINLAND.

4. Non-Competition Clause

The Contractor/Supplier is prohibited from approaching the employees before, after or during order processing and from recruiting them away from VEINLAND or otherwise utilising them for its own or third party purposes, unless this is done in the course of fulfilling of the order and after prior consultation with VEINLAND. Suppliers are also prohibited from accepting any goods or services offered by VEINLAND employees in their own name before, during, or after the order processing.

Each violation will result a contractual penalty of 20% of the net order value. VEINLAND holds the right to claim any further damages and to claim injunctive relief from the Contractor/Supplier as well as the surrender of profit.

5. Delivery Date

The delivery dates or periods agreed with VEINLAND apply. These delivery dates are binding and must be adhered to by the Supplier. The order date applies for the calculation of the delivery period.

If the Supplier – for whatever reason – is unable to meet the delivery period or delivery date, the Supplier must immediately inform VEINLAND of this in writing. The reasons for the delay in delivery must be disclosed and new binding delivery dates or periods agreed or specified.

In the event of a delay in delivery, VEINLAND holds the right to withdraw from the contract and to claim damages from the Supplier. VEINLAND grants the Supplier a reasonable grace period insofar as this may be necessary. As a rule, 10 working days are considered sufficient.

If the Supplier is in default and VEINLAND accepts the delayed delivery, this does not constitute a waiver of the aforementioned rights.

If the Supplier is in default with their delivery to VEINLAND (non-compliance with the delivery date or the delivery period), VEINLAND holds the right to claim a contractual penalty from the Supplier amounting to 5% of the order value for each completed week of default in addition to the fulfilment of the contract. VEINLAND holds the right to claim the contractual penalty until final acceptance of the delivery.

VEINLAND holds the right to claim compensation from the Supplier for the damage incurred. However, VEINLAND may, at its own discretion, also claim lump-sum damages of up to 10% of the net order value per commenced week of delay from

the Supplier.

The Supplier holds the right to prove to VEINLAND that VEINLAND has suffered no or less damage as a result of the delay in delivery.

6. Dispatch/Transfer of Risk

The Supplier is obligated to properly pack the goods and send them to VEINLAND, unless the contracting parties have agreed otherwise in advance. The risk of accidental loss or accidental damage to the goods only passes to VEINLAND once VEINLAND has received the goods and acknowledged receipt of the goods. VEINLAND is deemed to have fulfilled its obligation to inspect the goods upon receipt to a sufficient extent if, within five working days of receipt of the goods, it has carried out random checks to ensure that the goods are complete, free from obvious defects and identical to the order, insofar as this is possible given the type and nature of the goods received. Any defects etc. are then immediately reported to the Supplier in writing. VEINLAND immediately notifies the Supplier of any obvious transport damage.

The Supplier is obligated to only use environmentally friendly packing material for the packing and dispatch of its goods, insofar as this is possible and thereby enables the safe transport of the goods.

Any partial deliveries must be agreed; otherwise VEINLAND holds the right to reject the service. If VEINLAND rejects partial deliveries that have not been agreed, the Supplier must bear the resulting costs incurred. VEINLAND holds the right to take further legal action.

The declaration, labeling and packing must be carried out in accordance with the most current version of the nationally and internationally applicable regulations (e.g. ADR, RID, IMDG Code, IATA-DGR, ADNR) and accompanied by the prescribed, legally binding signed dangerous goods declarations. Packing and labeling must comply with existing regulations. Deviating or additional regulations of the recipient country – if specified in the order – must also be taken into account.

The freight must be clearly and visibly marked by the Supplier with the necessary dispatch documents, delivery notes, consignment notes, labels and markings, whereby a reference to the order number, material number and place of delivery must be indicated. This particularly applies to freight that is sent by the Supplier directly to a third party commissioned by VEINLAND (shipments that are not handled by the factory).

If the Supplier has declared the freight improperly, incorrectly or not at all or has not or insufficiently provided it with the necessary information/documents, VEINLAND is entitled to claim compensation from the Supplier for the additional expenses incurred as well as any resulting damage.

7. Export Authorisation Requirement

Proof of origin:

Suppliers domiciled in the European Union are obligated to provide a Long-term Supplier Declaration for all deliveries, or – unless otherwise possible – an Individual Supplier Declaration in accordance with the provisions of Regulation (EC) No. 1207/2001 at the time of delivery, at the latest.

Suppliers domiciled outside the European Union are obligated to issue upon request a Preferential Proof of Origin (EUR.1, EUR-MED, invoice declaration etc.) in accordance with the respective applicable preferential agreement. In the event that the goods are not of preferential origin, or if the preferential origin differs from the non-preferential origin, the Supplier is obligated to indicate the non-preferential origin and, upon separate request, to provide a certificate of origin issued by the competent authority. The country of origin must be precisely specified. In the case of communities or groups of countries, the individual country of origin must be indicated (e.g. “Federal Republic of Germany (European Union)”.

Proofs of origin in accordance with this section are free of charge for VEINLAND.

The Supplier is obligated to immediately notify VEINLAND in writing of any export restrictions on the goods delivered by the Supplier. This obligation particularly applies to the so-called

dual-use products in accordance with Regulation (EC) 428/2009 or other products whose export or re-export is prohibited or subject to authorisation in accordance with specific regulations.

The Supplier must fulfil the control and monitoring obligations incumbent upon it vis- à-vis its suppliers, manufacturers and dealers.

8. Warranty/Liability for Defects

The Supplier must provide VEINLAND with the contractually agreed services/deliveries free of material defects and defects of title.

If the service/delivery does not possess the agreed quality or has not been delivered in the agreed quantity, VEINLAND holds the right to supplementary performance through rectifications or new or replacement deliveries at its discretion, as well as to compensation for damages in accordance with the legal provisions.

The Supplier must bear the costs required for supplementary performance. This particularly includes the costs for installation and removal as well as travel costs.

If the supplementary performance fails or is not carried out within the reasonable period specified by VEINLAND, VEINLAND holds the right to withdraw from the contract or to reduce the remuneration. VEINLAND holds the right to claim damages from the Supplier rather than performance. In addition, VEINLAND holds the right to claim compensation from the Supplier for futile expenses. Any warranty claims remain unaffected by this.

If the Supplier does not fulfil its obligation to supplementary performance or rectification of the defects within the grace period specified by VEINLAND, VEINLAND holds the right to rectify the defect itself if this should be necessary, particularly in cases of imminent danger. The Supplier must bear the additional costs incurred for this and reimburse VEINLAND. Despite efforts to rectify the defect itself, VEINLAND holds the right to continue to claim supplementary performance or rectification of defects from the Supplier.

If VEINLAND has withdrawn from the contract for reasons for which the Supplier is responsible, VEINLAND holds the right to continue to use the service/goods free of charge until a sufficient replacement has been procured. The same applies if the use is made by a third party.

VEINLAND is not liable for any consequential damages.

VEINLAND is not liable to third parties for any defects in purchased goods and services, etc.

The Supplier must fulfil any guarantees it has granted as well as any other commitments made. No written confirmation by VEINLAND is required for this.

9. Electrical and Electronic Equipment Act, Electrical and Electronic Substances Ordinance

The Supplier is obligated to comply with the provisions of the German act on placing on the market, take-back and environmentally sound disposal of electrical and electronic equipment (ElektroG), as well as with the Electrical and Electronic Substances Ordinance (Elektro- und Elektronik-Stoff-VO) and to fulfil the resulting obligations.

10. Product Liability

The Supplier is obligated to indemnify VEINLAND against claims by third parties arising from defects in its services/goods/supplier products. This also applies to any costs in the event of a recall. VEINLAND is not liable to third parties for any defects in purchased goods and services, etc.

The Supplier must ensure that it has secured appropriate insurance coverage at its own expense. VEINLAND is entitled to require presentation of proof at any time.

11. Documents, Data Carriers, etc.

IfVEINLAND provides the Supplier with data, data carriers, samples, drawings, product descriptions, functional specifications, etc., these must be returned by the Supplier free of charge without delay upon VEINLAND’s request. These documents, etc. are protected by copyright and are the property of VEINLAND. These documents may neither be transferred to third parties nor made accessible in any other way for viewing, duplication, distribution or utilisation without authorisation.

12. Trade Secrets

The Supplier must protect VEINLAND’s trade secrets in compliance with the currently applicable legal provisions. The Supplier is obligated to treat VEINLAND’s orders and the associated commercial and technical details as trade secrets.

13. Compliance

The Supplier is obligated to comply with all relevant laws, legal regulations etc. that exist in connection with the execution of the order.

In particular here, it is obligated to comply with the provisions of social security law, criminal law, antitrust law, the Posted Workers Act and the Minimum Wage Act as well as the Supply Chain Act and specified social standards and to also ensure that child labour is not used. In addition, the provisions of the UN Global Compact Initiative must be observed.

The Supplier ensures that no child labour has been involved in the manufacture/delivery of its goods, products, materials, vendor parts, etc. VEINLAND does not tolerate child labour and requires its Suppliers to adopt the same stance. In addition, reference is made to the Code of Conduct for Business Partners, which can be found in Section III.

The Supplier is obligated to comply with the relevant anti-corruption laws and regulations and to refrain from making any financial contributions or any other

gifts to employees of VEINLAND or their family members.

The Supplier endeavours to obligate any subcontractors and suppliers to comply with, e.g., regulations.

VEINLAND is not liable if Suppliers do not comply with the above-stated standards, regardless of the reasons.

14. No Russia Clause

The Supplier is obligated to comply with the sanctions package imposed on Russia and to not import any goods that are not permitted to be imported from Russia as well as to only conduct business with companies that comply with the Russia embargo.

15. Ancillary Provisions

The laws of the Federal Republic of Germany exclusively apply, with the exception of the Uniform Law on the International Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods.

The place of performance and jurisdiction is the registered office of VEINLAND.

If any provision of these Terms and Conditions of Purchase or other agreements is or becomes invalid or unenforceable in whole or in part, or if a loophole is discovered therein, this does not affect the validity of the remaining provisions. The invalid provision is to be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision.

16. Written form

Amendments to the above provisions must be made in writing.

II. General Terms and Conditions of Delivery

1. Scope of Application

All deliveries and services of VEINLAND GmbH, hereinafter referred to as VEINLAND, are subject to the following General Terms and Conditions (GTC). The Customer’s terms and conditions of contract and purchase are not part of the contract, even without VEINLAND’s express objection and even in the event of delivery by us. Software licenses are issued on the basis of the VEINLAND License Agreement, which then applies in addition to the General Terms and Conditions.

2. Contract Conclusion

Offers from VEINLAND are subject to change. Orders and commissions from the Customer must be in writing. Acceptance by VEINLAND occurs either in writing or by delivery. Assurances deviating from this are only valid if confirmed in writing by VEINLAND.

3. Delivery and Delay in Delivery

Delivery dates communicated to or agreed with the Customer are deemed as approximate values and are only binding if they have been designated as binding by VEINLAND in writing. VEINLAND is not responsible for delivery delays due to force majeure, changes in official approvals or legislation, operational disruptions, labour disputes or material procurement problems, even if these occur at suppliers, and even if binding delivery dates have been agreed. In such cases, the agreed delivery date is tacitly extended by the reasonable period of time necessary to eliminate the obstacle and its consequences. VEINLAND is entitled to make partial deliveries. These are to be accepted by the Customer insofar this is reasonable.

Claims for damages by the Customer due to delay are excluded in all cases, unless the delay is due to intent or gross negligence on the part of VEINLAND.

If the Supplier is in default with their delivery to VEINLAND (non-compliance with the delivery date or the delivery period), VEINLAND holds the right to claim a contractual penalty from the Supplier amounting to 5% of the order value for each completed week of default in addition to the fulfilment of the contract. VEINLAND holds the right to claim the contractual penalty until final acceptance of the delivery.

VEINLAND is not liable to third parties for any defects in purchased goods and services, etc.

4. Dispatch/Transfer of Risk

The goods are dispatched directly from the VEINLAND warehouse. For all deliveries, the risk of accidental loss or accidental damage passes to the Customer as soon as the goods have been handed over to the carrier, even if carriage paid delivery has been agreed. If dispatch is delayed due to circumstances for which the Customer is responsible, the risk passes to the Customer upon notification of readiness for dispatch.

5. Payment Terms

All deliveries and services will be charged by VEINLAND at the prices valid at the time of fulfilment of the contract. The prices quoted by VEINLAND are ex warehouse. Packing and dispatch costs as well as the applicable statutory value-added tax will be added. VEINLAND holds the right to adjust its prices to prevailing market prices at any time and without prior notice. This also applies within the scope of call-off framework agreements.

If no terms of payment are specified in the order, all payments are due within 5 days of the invoice date without deduction. If the Customer is in default of payment, VEINLAND is entitled to charge interest on arrears at a rate of at least 9% above the respective discount rate of the Deutsche Bundesbank. If the Customer is in default of payment, all claims of VEINLAND against the Customer immediately become due for payment. This also applies in the event of a significant deterioration in the Customer’s financial situation and in the event of their cessation of payments. VEINLAND may accept checks and bills of exchange at its own discretion and only on account of performance.

Expenses incurred are borne by the Customer. VEINLAND is entitled to require advance payment for deliveries.

If VEINLAND purchases services from third parties, payment to the third party is made when the Customer has accepted these services in full from VEINLAND and there are no defects.

6. Retention of Title

VEINLAND retains title of the delivered goods until all claims, including those arising from the business relationship in the future, have been paid in full. The retention of title is to be released at the Customer’s request in a form to be determined in writing by the parties if and to the extent that the security value exceeds the receivables to be secured by more than 20%.

The Customer is entitled to resell the goods subject to retention of title in the ordinary course of business. However, the Customer is prohibited from assigning or pledging the goods subject to retention of title as security. VEINLAND must be immediately notified of any third-party dispositions, particularly attachments or assignments, and provided with the documents required for intervention. The exercise of rights arising from the retention of title or a request for surrender are not considered a withdrawal from the contract.

The Customer hereby assigns to VEINLAND all receivables arising from the resale of the goods subject to retention of title. The Customer is entitled to the settlement of these receivables on a revocable basis. Upon request, the Customer must inform VEINLAND of the assigned receivables and their debtors. VEINLAND is entitled to disclose the assignment to the Customer’s debtor.

Any processing or further processing of the goods delivered by VEINLAND by the Customer is to be carried out on behalf of VEINLAND. VEINLAND acquires title to the amount of the value of the goods subject to retention of title at the time of processing or further processing.

If the goods subject to retention of title are combined with other objects, VEINLAND acquires co-ownership of the new item in proportion to the value of the goods subject to retention of title to the other items at the time of processing.

In the event of default of payment by the Customer, VEINLAND is entitled to collect the goods subject to retention of title that are still in the Customer’s possession. This also applies in the event of a significant deterioration in the Customer’s financial situation and in the event of their cessation of payments. The Customer must allow VEINLAND’s employees authorised to collect the goods subject to retention of title to access the business premises during office hours, even without prior notification.

7. Warranty

Each Customer or Reseller is solely responsible for determining whether a product ordered from VEINLAND is executable on the computer system intended for use with this product. The warranty period is 6 months from the date of delivery to the Customer. The Customer must immediately check the delivered goods for quantity and quality. Defects and faults must be reported to VEINLAND in writing within 8 days of delivery or, in the case of hidden defects or faults, immediately after their discovery, otherwise any claims by the Customer are excluded. In the event of a valid complaint, VEINLAND will, at its discretion, provide a replacement or rectification within the scope of the ordered delivery. If the alleged defect then turns out to not be a defect and/or was not caused by VEINLAND, the Customer must reimburse VEINLAND in full for all costs incurred for troubleshooting and possible remediation.

Deliveries/services of VEINLAND that are resold by VEINLAND, the Customer or a third party to a third party and/or that are incorporated and/or integrated/installed in another object and/or on the ship will only be rectified or subsequently delivered if these costs for the rectifications/subsequent deliveries are in a balanced relationship to the value of the delivery/service, i.e. not more than 20% of the value of the delivery/service. In the event of costs exceeding this amount, VEINLAND exercises its right to refuse performance in accordance with Section 439 IV 1 of the German Civil Code (BGB). If the Customer nevertheless demands rectification or subsequent delivery, the Customer must bear the costs incurred in full and, upon VEINLAND’s request, carry out an advance payment for this. Otherwise, VEINLAND will exercise its right to refuse rectification or subsequent delivery in accordance with Section 439 IV1 BGB.

Furthermore, VEINLAND is entitled to limit the warranty to the assignment of its own warranty claims against manufacturers, suppliers and authors. In the event of a failed rectification, the Customer grants VEINLAND a reasonable grace period of at least 14 days.

The warranty is excluded if the Customer or third parties have tampered with the delivery item. The Customer bears the costs of an unauthorised or incomplete return shipment. VEINLAND is entitled, at its discretion, to either charge a flat-rate fee of € 50.00 or to specifically invoice for such returns.

VEINLAND is not liable for any consequential damages resulting from defects. VEINLAND is not liable to the Customer for any defects in purchased goods and services, etc.

8. Copyrights, Exploitation Rights and Rights of Use

VEINLAND retains all copyrights, rights of use and exploitation rights for all development services, design or research studies etc. initiated, specified and commissioned externally by VEINLAND against payment. Self-use of the results by the Customer/Customer is prohibited and only permitted with the written consent of VEINLAND. VEINLAND holds the exclusive rights thereto. The Contractor/Supplier receives the previously agreed remuneration, unless otherwise agreed and provided that the Contractor/Supplier has fulfilled the tasks assigned professionally and properly, that they have been accepted by VEINLAND and that this has been confirmed by VEINLAND.

9. Non-Competition Clause

Customers are prohibited from approaching the employees before, after or during the order processing and recruiting them away from VEINLAND for their own or third-party purposes or otherwise making use of them in any other way, unless this is done in the course of fulfilling of the order and after prior agreement with VEINLAND. Customers are also prohibited from accepting any goods or services offered by VEINLAND employees in their own name before, during or after order processing.

Each violation will result a contractual penalty of 20% of the net order value. VEINLAND holds the right to assert claims for any further damages as well as to assert claims against the Customer for injunctive relief and for surrender of the profit.

10. Liability

Claims for damages against VEINLAND and its vicarious agents and assistants, regardless of the legal grounds, particularly for indirect damages and consequential damages, are excluded. This does not apply in cases of mandatory liability due to intent, gross negligence or the absence of warranted characteristics. However, any claim for damages is, in all cases, limited to the amount of the order value.

VEINLAND is not liable to third parties for any defects in purchased goods and services, etc.

11. Embargo Regulations

The Customer is aware that the goods delivered by VEINLAND are partly subject to certain export regulations and that they are obligated to comply with the restrictions communicated to them by VEINLAND.

12. Minimum Wage and Other Legal Regulations

VEINLAND complies with the minimum wage limits in accordance with the requirements of the Minimum Wage Act (MiLoG) and provides evidence of this.

VEINLAND is not liable for Contractual Partners who do not comply with the provisions of the MiLoG and holds the right to claim damages from the Contractual Partner in the event of any claims by third parties.

VEINLAND is obligated to comply with the provisions of the Posted Workers Act, the Supply Chain Act, social standards, regulations from the UN Global Compact Initiative and the protection of trade secrets.

VEINLAND is not liable if Suppliers do not comply with the above-stated standards, regardless of the reasons.

13. Assignment of Claims

The Customer is not entitled to assign or transfer its rights and obligations under the contract to third parties unless VEINLAND has given its prior written consent.

14. Cancellation of Orders by the Customer

If a Customer terminates or cancels orders placed with VEINLAND, for whatever reason, VEINLAND holds the right to claim compensation from the Customer in the amount of 30% of the order value. The Customer is obligated to immediately pay the compensation claimed and waive any possible defences or objections upon VEINLAND’s first notice of the claim.

15. Anti-Corruption Clause

VEINLAND is obligated to oppose all forms of corruption.

VEINLAND or its employees may not directly or indirectly offer, grant or promise gifts, benefits or other advantages to the Customer or its employees or third parties.

VEINLAND or its employees may not commit any criminal acts or aid and abet any criminal acts against the Customer or its employees or third parties that fall under the relevant criminal provisions in Sections 298, 299, 333, 334 StGB or Sections 17, 18 UWG.

The Customer is also obligated to counteract any form of corruption and to ensure that its employees or third parties behave in accordance with the law and, in particular, do not commit any punishable acts that fall under the corresponding punishable provisions in accordance with Sections 298, 299, 333, 334 StGB or Sections 17, 18 UWG.

In the event of violations of the applicable anti-corruption laws by the Customer or its employees or third parties, VEINLAND is entitled, without prejudice to other rights of termination or withdrawal, to extraordinarily terminate all existing contractual relationships with the Customer without notice or withdraw from these contractual relationships with immediate effect.

The Customer is obligated to compensate VEINLAND for any damage incurred or yet to be incurred as a result, unless the Customer can prove that they are not responsible for the breach of duty.

The aforementioned provisions do not apply if the benefits or gifts are customary social benefits in the form of occasional gifts of minor value, such as low-value promotional gifts or birthday, anniversary and Christmas gifts of appropriate value or appropriate hospitality.

15. No Russia Clause

VEINLAND assures its compliance with the sanctions package imposed on Russia and will not import any goods that are not permitted to be imported from Russia and will only conduct business with companies that comply with the Russia embargo.

16. Confidentiality/Data Protection/Data Storage

The Customer is obligated to treat as confidential all information that becomes or has become accessible to it in connection with VEINLAND’s deliveries and is recognisable as trade secrets in compliance with the legal provisions and to not record this information, pass it on to third parties without authorisation or exploit it in any other way, unless this is necessary for the fulfilment of the contract with VEINLAND.

VEINLAND stores and processes the data of its customers in accordance with the legal provisions and the German Federal Data Protection Act (BDSG) and General Data Protection Regulation (GDPR). VEINLAND treats this data as strictly confidential.

17. Provision Invalidity

Should any provision contained in these GTC be or become invalid, this will not affect the validity of the remaining provisions. The invalid provision is to be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision.

18. Place of Performance, Jurisdiction, Applicable Law

Place of performance and jurisdiction is the registered office of VEINLAND.

The laws of the Federal Republic of Germany exclusively apply, with the exception of the Uniform Law on the International Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods.

19. Written Form

Amendments to the above provisions must be made in writing.

III. Code of Conduct

1. VEINLAND is a company that is responsible for its employees. Compliance with social and ethical standards as well as environmental values is a matter of course for VEINLAND.

This includes compliance with applicable regulations such as the Supply Chain Act, the Universal Declaration of Human Rights and related UN conventions, data protection, the Posted Workers Act, the Minimum Wage Act, embargo regulations, anti-corruption, environmental protection, labour law and occupational health and safety, etc.

VEINLAND expects its suppliers, business partners and customers to also recognise the above-stated standards and ensure their fulfilment.

2. VEINLAND complies with all applicable competition and antitrust laws and regulations and expects its business partners to likewise comply with these laws and regulations.

VEINLAND recognises the protection of the individual from exploitation and from activities that could impair the mental, physical and/or emotional well-being of the individual. VEINLAND does not tolerate child labour, bribery or non-compliance with human rights. VEINLAND is thoroughly aware of its social responsibility as a globally active company and complies with its obligation to exercise human rights due diligence. It is a matter of course that human rights must be respected and human rights violations prevented. This applies to our own business activities as well as to the value-added and supply chains within the scope of our influence. The same is expected of VEINLAND’s business partners.

Should it become known that, contrary to our expectations, products or services have been provided by business partners in violation of human rights, and particularly through the use of child labour, VEINLAND expects the business partner concerned to cooperate in finding a satisfactory solution, taking into account the respective situation, social circumstances and education of each affected child.

The rights of young workers must be protected. Only workers who have reached the minimum age required to perform the respective work in accordance with the currently applicable laws are to be employed.

4. VEINLAND does not tolerate forced labour, does not employ slaves, prisoners or illegal workers and expects the same from its business partners. VEINLAND complies with the currently valid labour law regulations and expects the same from its business partners.

5. VEINLAND does not tolerate discrimination, unequal treatment or harassment of workers and expects the same from its business partners. Working conditions are fair for all employees. This includes compliance with legal regulations governing working hours as well as appropriate remuneration. The occupational safety regulations for the respective workplaces are complied with. Workers are required to comply with occupational safety measures. The occupational safety concept is regularly reviewed for potential improvements, appropriate measures are initiated and their implementation monitored. The protection of workers’ health remains at the forefront. The same is expected from the company’s business partners.

6. VEINLAND complies with environmental regulations and standards and expects the same from its business partners. Saving resources is a matter of course; energy sources, products and services are adapted to comply with environmental regulations. Individual energy sources, products and services are also regularly reviewed with a view toward identifying optimisation opportunities. Protecting the environment is an important objective. All laws, regulations and standards for the protection of natural resources and the environment must be complied with. To this end, the necessary permits and licences are obtained and the conditions and ancillary provisions of these permits and licences are complied with. VEINLAND participates in the development and application of climate-friendly products and processes in order to contribute to climate protection.

7. VEINLAND complies with applicable laws and regulations regarding the manufacture and use of prohibited chemicals and materials and is able to provide evidence of this upon request. Processes, operating facilities and operating resources comply with the relevant applicable national legal requirements.

7. VEINLAND complies with the provisions of the sanctions package against Russia and the provisions of sanctions packages against other countries and expects its business partners to comply with these sanctions packages.

8. The confidential handling of information is of essential importance to VEINLAND and this is also expected of its business partners. Documents, files and records, whether analogue or digital, are of high value and are handled appropriately. The legal requirements for the storage and handling of documents are complied with. Data protection aspects are particularly considered here. In accordance with the provisions of data protection laws and regulations, VEINLAND ensures that all data is processed, stored and protected in compliance with the legal regulations. Confidentiality is a valuable asset. VEINLAND protects confidential information from unauthorised access, disclosure and misuse, both internally and externally. VEINLAND protects the confidential information of others, e.g., partners, customers, suppliers and employees, as though it is VEINLAND’s own confidential information. Before disclosing confidential information, VEINLAND ensures that it is authorised to do so and that the recipient is authorised to receive this confidential information for the performance of its duties. Confidentiality agreements are concluded with business partners if necessary and legal advice is sought beforehand if required.

9. Intellectual property is an important strategic tool for achieving business objectives and is to be handled with appropriate care. VEINLAND protects intellectual property. The applicable legal regulations and laws are complied with.

10. VEINLAND observes this Code of Conduct in its own actions. VEINLAND expects its business partners to act in accordance with this Code of Conduct. VEINLAND will regularly review compliance with the principles and requirements by regularly requesting its business partners to submit a self-assessment. VEINLAND may verify compliance with this Code of Conduct at any time through measures such as self-disclosure by Suppliers, submission of certificates and information provided by third parties. Following VEINLAND’s prior notification, the Supplier must allow VEINLAND to conduct an audit on the Supplier’s premises or at other locations where services are provided on behalf of the Supplier during normal business hours in order to verify compliance with the principles of this Code of Conduct. When exercising its inspection and audit rights, VEINLAND minimises any disruption to production and operational processes and exercises diligence in the protection of the business partner’s trade secrets. Compliance and follow-up will be reviewed in accordance with all applicable laws and existing confidentiality agreements.

In the event of identified violations, VEINLAND expects the business partners concerned to cooperate constructively in order to remedy these violations. In the event of identification of repeated violations, VEINLAND may impose sanctions on the business partner in accordance with the currently applicable laws as well as consider the significance of these violations as they pertain to the continued course of business and any damage that may have arisen.

This Code of Conduct is available for download on the company website https://veinland.net/en/code-of-conduct/. The contact person is the Managing Director of VEINLAND GmbH, Mr Gerald Rynkowski. The contact details can be found on the company website www.veinland.net.