DEHAS Medical Systems GmbH, Wesloer Straße 107 – 109 , 23568 Lübeck, Germany

General Terms and Conditions of Sale and Deliver

1. General Provisions

1.1 The following General Terms and Conditions of Sale and Delivery (hereinafter referred to as the “AVLB”) shall apply to all current and future deliveries as well as other services— including any consulting services and information—provided by DEHAS Medical Systems GmbH (hereinafter referred to as “the Seller”). This shall apply even if the Seller does not expressly draw the Customer’s attention to these AVLB again in the context of subsequent transactions. Any terms and conditions of the Customer shall under no circumstances become part of the contract, even if the Seller does not expressly object to them again. Rather, these AVLB (as of 01/2022) shall apply exclusively in all cases.

1.2 These General Terms and Conditions of Sale shall apply only to entrepreneurs, legal entities under public law, and special funds under public law within the meaning of Section 310 Para. 1 of the German Civil Code (BGB).

1.3 The Seller’s offers are non-binding and subject to change. A binding obligation to deliver shall arise only upon the Seller’s issuance of a written order confirmation.

1.4 All agreements reached between the Seller and the Customer must be set down in writing within the contract.

1.5 The INCOTERMS, in their current version, shall govern the interpretation of trade clauses.

1.6 The Customer may assign claims against the Seller arising from this contract to third parties only with the Seller’s prior express written consent.

1.7 Should individual provisions of these AVLB be or become invalid, the validity of the remaining provisions shall not be affected thereby. The invalid provision shall be replaced by the customary industry practice applicable to such cases; in the absence of a permissible customary industry practice, it shall be replaced by the corresponding statutory provision.

2. Prices and Payment Terms

2.1 Prices are quoted ex works or ex the Seller’s distribution warehouse (DAP), with shipping costs charged separately; otherwise, prices are quoted EX Works (EXW) with customer pickup, unless agreed otherwise in writing. Value-added tax (VAT) shall be added at the applicable statutory rate. For small orders totaling less than EUR 150.00 (net, excluding VAT), the Seller may—unless agreed otherwise—charge a small-order surcharge of EUR 25.00 (net, plus VAT) per delivery.

2.2 All invoices are—subject to a deviating written agreement in an individual case—payable without deduction no later than 30 days from the date of invoicing.

2.3 The Seller is entitled to assign claims against Purchasers domiciled in Germany and other EU countries to abcfinance GmbH, Kamekestr. 2-8, 50672 Cologne, for refinancing purposes. The Buyer shall be notified at the time of contract conclusion whether an assignment of the claim is taking place. In such cases, payments having a debt-discharging effect may be made only to abcfinance GmbH. The latter’s bank details shall be communicated to the Buyer at the time of contract conclusion. Payments must be made exclusively to the accounts listed on the Seller’s invoice, in the agreed currency, and citing the invoice number. They are to be effected on the due date, free of charges and without any deductions. For all types of payments, discharge of the obligation shall be deemed to have occurred only on the day on which the Seller is able to dispose of the payment without restriction.

2.4 The Seller is under no obligation to accept bills of exchange or checks. Should the acceptance thereof be granted, they shall be accepted only *pro solvendo* (for the sake of performance)—subject to the possibility of discounting and against reimbursement of all associated charges. Furthermore, the Seller is under no obligation to present bills of exchange or checks for payment in a timely manner, nor to lodge protests.

2.5 In the event of payment default by the Customer, the Seller is entitled to charge default interest—commencing from the first day of default—at a rate of 5 (five) percentage points per annum above the respective base interest rate pursuant to Section 247 of the German Civil Code (BGB). The right to claim further damages resulting from the default remains reserved.

2.6 The Customer shall be entitled to rights of set-off or retention only if their counterclaims have been legally established, are undisputed, or have been acknowledged by the Seller. This restriction shall not apply to the right of retention pursuant to Section 320 of the German Civil Code (BGB).

2.7 If an application for the opening of insolvency proceedings regarding the Customer’s assets has been filed, if the Customer has initiated out-of-court proceedings for debt settlement, or if the Customer has ceased making payments—or if other circumstances become known to the Seller that significantly impair the Customer’s creditworthiness and render the performance of the counter-performance owed by the Customer appear at risk—the Seller shall be entitled to demand security for any outstanding deliveries, subject to a time limit of  at least one week, in the form of an advance payment or a bank guarantee (at the Customer’s option), and to withhold its own performance until such security has been provided. Upon the fruitless expiration of a reasonable time limit, the Seller shall further be entitled to withdraw from this contract and to claim damages. Furthermore, in such a case, the Seller may revoke the authorization for resale—together with the authorization for collection—pursuant to Clauses (5.3) and (5.6), as well as the right to process, combine, or mix goods already delivered pursuant to Clauses (5.2) and (5.3), and may demand the return of the delivered goods.

3. Delivery and Acceptance

3.1 The Seller’s obligation to deliver is subject to the proviso of complete, accurate, and timely self-delivery, provided that the Seller procures the goods—either in their entirety or as components thereof—from a sub-supplier. This provision shall not apply if the failure to deliver or the delay is attributable to the Seller. A failure to deliver for which the Seller is not at fault shall entitle the Seller to withdraw from the contract.

3.2 The Customer shall bear the risk and costs associated with shipping the goods ex works/ex distribution warehouse (DAP / EXW), as well as the costs of any transport insurance, from the moment the goods leave the DEHAS premises. This shall apply even if the transport is carried out by a carrier selected by the Seller.

3.3 Unless otherwise agreed—and even in the case of freight-free delivery—risk shall pass from the Seller to the Customer directly ex works. The standard insurance coverage provided by DEHAS is limited to 500 euros.

3.4 If the goods are ready for dispatch, but the actual dispatch, local delivery, or acceptance is delayed for reasons for which the Seller is not responsible, risk shall pass to the Customer upon the Customer’s receipt of the notification that the goods are ready for dispatch.

3.5 The Customer may not reject over-deliveries or under-deliveries within a reasonable scope and must pay for such quantities immediately upon receipt. A complaint regarding an overdelivery or under-delivery shall not entitle the Customer to refuse subsequent deliveries under the same or a different contract. In the case of custom-made products, the Seller reserves the right to deliver a quantity deviating by up to 10% (either more or less) from the ordered quantity. In all cases, billing shall be based exclusively on the quantity actually delivered.

3.6 The Customer shall be deemed to be in default of acceptance—even if the goods are merely ready for dispatch—if, in the case of EXW delivery or an agreed obligation to collect, the Seller merely offers delivery to the Customer in writing, or if the Customer has declared that it will not accept the delivery.

3.7 Goods reported as ready for dispatch in accordance with the contract must be accepted by the Customer without delay. Otherwise, the Seller shall be entitled—at the Customer’s expense and risk, and at the Seller’s sole discretion—either to dispatch the goods or to store them, and to invoice the Customer for said goods following the expiration of a one-week period. The same shall apply if the goods are not called off—or are not called off in full— within the agreed call-off period.

3.8 Should the Customer fall into arrears by more than one month with the fulfillment of the obligations arising from the foregoing provisions, the Seller may—without prejudice to any further rights—demand from the Customer a contractual penalty amounting to 5 (five) percent of the invoice value in lieu of contract performance, and may sell the goods (which may have been placed in storage) to a third party. Any such contractual penalty shall be set off against any damages the Customer may be liable to pay. Furthermore, any quantity  discount granted to the Customer for prior deliveries under this order shall be repaid by the Customer.

3.9 The Customer shall provide proof of shipment. To this end, the Customer must substantiate the shipment of the goods by sending the corresponding original document to the Seller within four weeks of the goods’ collection or dispatch. Should said document fail to reach the Seller within this timeframe, the Seller shall be entitled to invoice the Customer for the valueadded tax applicable at that time, calculated on the net value of the goods.

4. Delivery Periods and Dates

4.1 Compliance with delivery periods and dates is contingent upon the customer’s timely fulfillment of their contractual obligations. Delivery periods commence on the date of the seller’s order confirmation, but not before all details of the order execution have been clarified, all documents and other information required for order fulfillment have been received from the customer, and any agreed-upon down payment has been received. The delivery period is also deemed to have been met if the goods leave the factory or warehouse at the agreed-upon time, or if the customer has been notified of their readiness for shipment, but the goods cannot be dispatched on time through no fault of the seller. The above provisions apply accordingly to delivery dates.

4.2 Unforeseeable events beyond the seller’s control, such as epidemics, pandemics, war, threat of war, riots, acts of violence by third parties against persons or property, governmental intervention including currency and trade policy measures, labor disputes at the seller’s or its suppliers’ or transport companies’ premises, interruptions of the planned transport connections, fire, shortages of raw materials, energy shortages, and other operational disruptions beyond the seller’s or its suppliers’ control, extend fixed delivery periods and dates by the duration of the impediment. This also applies if the seller is already in default of delivery or if the aforementioned impediments to performance existed before the conclusion of the contract but were unknown to the seller. The seller will inform the customer of impediments of the aforementioned nature without undue delay.

4.3 If delivery delays attributable to these events last longer than two months, both parties are entitled to withdraw from the contract. However, the customer may only withdraw if the seller fails to declare, within one week of the customer’s request, whether it intends to withdraw or deliver within a reasonable period. The same right of withdrawal arises, irrespective of the aforementioned deadline, if the performance of the contract has become unreasonable for one of the parties due to the delay.

4.4 For all items and products that are specially ordered or manufactured for the customer (custom-made or special-order items) or ordered in quantities that are not customary but are due to a specific situation or circumstance (special events such as war or pandemic), the customer has no right of withdrawal, regardless of the circumstances. Under which circumstances; however, this shall apply only after the Seller has issued an order confirmation.

5. Retention of Title

5.1 All delivered goods shall remain the property of the Seller (Reserved Goods) until the full and final settlement of all claims arising from the business relationship, regardless of the legal grounds for such claims. The same shall also apply to future or contingent claims arising from contracts concluded within the scope of the business relationship, whether simultaneously or subsequently. In the case of a running account, the retained title shall serve as security for the Seller’s claims arising from the current account relationship.

5.2 Any processing or alteration of the Reserved Goods shall be carried out on behalf of the Seller, acting as the manufacturer within the meaning of Section 950 of the German Civil Code (BGB), without, however, creating any obligation on the part of the Seller. In the event that the Reserved Goods are processed, altered, combined, or commingled by the Customer with other goods not owned by the Seller, the Seller shall acquire co-ownership of the resulting new item in proportion to the ratio of the invoice value of the Reserved Goods to the invoice value of the other goods used. Should the Seller’s title to the Reserved Goods be extinguished as a result of such combination, commingling, processing, or alteration, the Customer hereby assigns to the Seller—effective immediately—the ownership rights to the resulting new stock or item to which the Customer is entitled, to the extent of the invoice value of the Reserved Goods; the Customer shall hold such rights in safekeeping for the Seller, free of charge and with the diligence of a prudent merchant. Should the Seller acquire title or a share in the title to the new item, the Seller hereby transfers such title or coownership share in the new item back to the Customer, subject to the suspensive condition that the full purchase price is paid.

5.3 The Customer is entitled to resell the Reserved Goods in the ordinary course of business, and solely on its normal business terms, provided that the claims arising from such resale are simultaneously assigned to the Seller in accordance with Clauses (5.4) through (5.6). The Customer is not authorized to make any other dispositions of the Reserved Goods—in particular, to pledge them or transfer them by way of security. The foregoing authorization shall expire in the event of payment default by the Customer. Furthermore, this authorization may be revoked by the Seller in the cases listed under Clause (2.6), in the event of a breach of the foregoing obligations, or in the event of non-payment of an invoice upon its due date. In such cases, the Customer is also prohibited from processing or working on the Reserved Goods, as well as from combining or mixing them with other goods.

5.4 The Customer’s receivables and other claims—including all ancillary rights—arising from the resale of the Reserved Goods are hereby assigned to the Seller effective immediately (i.e., upon the agreement to these General Terms and Conditions); the Seller hereby accepts this assignment. These assigned claims serve to secure the Seller’s claims to the same extent as the Reserved Goods themselves. If the Customer resells the Reserved Goods together with other goods not supplied by the Seller, the receivable arising from such resale is hereby assigned in proportion to the invoice value of the Reserved Goods relative to the invoice value of the other goods. In the event of the resale of goods in which the Seller holds coownership interests pursuant to Clause 5.2, a portion of the proceeds corresponding to the Seller’s co-ownership share is hereby assigned to the Seller.

5.5 The Customer is entitled to collect receivables arising from such resales. The Customer must immediately notify the Seller of any impairment of the Seller’s rights by third parties and provide the Seller with all documentation necessary to facilitate intervention. Any costs incurred in connection with such intervention shall be borne by the Customer.

5.6 If the Customer is in default regarding its payment obligations to the Seller for a period exceeding two weeks, the Seller may demand the surrender of the Reserved Goods and collect the receivables and other claims assigned to the Seller. Furthermore, the Seller may realize the Reserved Goods to satisfy its claims as soon as the Seller has either withdrawn from the contract or the prerequisites for asserting claims for damages in lieu of—or in addition to—performance have been met.

5.7 If the realizable value of the existing collateral exceeds the total value of the secured claims by 10 (ten) percent, the Seller shall, upon the Customer’s request, be obliged to release collateral to that extent, at the Seller’s sole discretion.

6. Nature of the Goods and Liability for Defects

6.1 Insofar as the Seller provides the Customer with samples or specimens, or receives them from the Customer; cites analyses, DIN standards, or other domestic or foreign quality standards; or makes other statements regarding the nature of the goods, these serve solely to provide a more detailed description of the performance to be rendered by the Seller. No guarantee of quality is implied thereby.

6.2 In particular, the Seller is under no obligation to verify whether the goods serve the specific intended purpose envisaged by the Customer or are suitable for such purpose. Notwithstanding the foregoing provision, in the case of new parts developed by the Seller for the Customer at the Customer’s request, an individual agreement regarding the specific intended purpose is required.

6.3 The Customer shall inspect the delivered goods immediately and with such thoroughness as is reasonable under the circumstances—and, if necessary, by means of a test processing run—to verify the nature of the delivered goods; the Customer shall report any apparent defects in writing immediately—and in any event no later than 5 (five) working days after receipt of the goods—citing the invoice, production, and shipping numbers (and, insofar as possible and reasonable, enclosing evidentiary samples). Latent defects shall be reported in the same manner immediately upon their discovery, in accordance with the requirements of proper business practice. Failing such notification, the goods shall be deemed to have been accepted without reservation. Any further obligations incumbent upon the Customer pursuant to Section 377 of the German Commercial Code (HGB) remain unaffected.

6.4 If the Customer fails to preserve rights of recourse against third parties, processes defective goods without a prior quality inspection, or delivers goods alleged to be defective to third parties without having first afforded the Seller an opportunity to inspect the alleged defects, all claims arising from defects shall be forfeited. The same applies to the consequences of unsuitable or improper use of the goods, faulty assembly or commissioning by the customer or third parties, improper modifications to the delivered goods, natural wear and tear, as well as faulty or negligent handling.

6.5 In the event of justified notices of defects or complaints, the Seller shall be entitled, at its sole discretion, to effect subsequent performance either by remedying the defect or by delivering replacement goods. Any sorting measures undertaken by the Customer must be agreed upon with the Seller in writing prior to their commencement. In the event of subsequent performance, the Customer shall bear any additional costs arising from the fact that the delivered goods were transported to a location other than the place of performance.

6.6 If the subsequent performance chosen by the Seller repeatedly fails, is unreasonable for the Customer, is refused by the Seller, or is delayed beyond a reasonable period for reasons for which the Seller is responsible, the Customer may—without prejudice to any claims for damages—withdraw from the contract or reduce the purchase price.

6.7 Claims arising from defects in the goods shall become time-barred one year after the passing of risk. This shall not apply insofar as the law prescribes longer limitation periods pursuant to Section 438 Para. 1 No. 2 BGB (structures and items for structures), Section 479 Para. 1 BGB (right of recourse), and Section 634a Para. 1 No. 2 BGB (construction defects), or insofar as the Seller is liable for willful misconduct.

6.8 Product-specific warranties, or warranties for products featuring vacuum insulation, are specified either by product group or in the order confirmation.

6.9 Claims for damages are further limited in accordance with Clause (7).

7. Limitation of Claims for Damages and Reimbursement of Expenses

7.1 Claims for damages and reimbursement of expenses by the Customer against the Seller—or against the Seller’s employees, representatives, or vicarious agents—regardless of the legal grounds, are excluded, except in cases involving liability for intent, gross negligence, the assumption of a guarantee, the assumption of a procurement risk, injury to life, body, or health, or the breach of material contractual obligations. This also applies to any claims for damages arising from erroneous supplier declarations. This provision does not entail any shift in the burden of proof to the detriment of the Customer.

7.2 Claims for damages and reimbursement of expenses by the Customer against the Seller—or against the Seller’s employees, representatives, or vicarious agents—arising from the breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract. Material contractual obligations are understood to be those obligations the breach of which jeopardizes the purpose of the contract—e.g., in cases of significant delay; in cases of a breach (that is not merely minor) of duties of cooperation, information, or confidentiality; or in cases of a breach (that is not merely minor) of obligations upon which the very existence of the contract depends. The foregoing provisions do not entail any shift in the burden of proof to the detriment of the Customer.

7.3 When determining the amount of any claims for compensation to be satisfied by the Seller — except in cases of intent, gross negligence, or injury to life, body, or health —due consideration shall be given (in favor of the Seller) to the Seller’s economic capacity, the

nature, scope, and duration of the business relationship between the contracting parties, and the installation situation—specifically, any particularly unfavorable installation situation regarding the supplied component. The compensation provided by the Seller must bear a reasonable relationship to the value of the affected supplied component.

7.4 Contractual claims for damages and reimbursement of expenses against the Seller, or its employees, representatives, and vicarious agents — irrespective of the legal grounds — shall become timebarred no later than one year after accrual. The special provision regarding claims arising from defects in the goods, set forth in Clause (6.7), remains unaffected.

7.5 Insofar as the Seller is subject to mandatory liability under the Product Liability Act of December 15, 1989, for property damage or personal injury caused by a product defect, the provisions of the Product Liability Act shall take precedence. The foregoing rules shall continue to apply with respect to any internal indemnification pursuant to Section 5, Sentence 2 of the Product Liability Act.

8. Intellectual Property Rights

The Seller reserves the copyright to drawings and other design documents. These may not be made accessible to third parties. Insofar as the Seller manufactures the goods in accordance with drawings, samples, or other specifications provided by the Customer, and thereby infringes upon the intellectual property rights of third parties, the Customer shall indemnify the Seller against all claims arising in connection therewith.

9. Place of Performance, Place of Jurisdiction, and Governing Law

9.1 The place of performance for delivery and payment shall be Lübeck, Germany, unless otherwise agreed in writing.

9.2 For any legal disputes arising from this contract—as well as regarding its formation and validity—including disputes arising from checks or bills of exchange, the place of jurisdiction shall be Lübeck, provided that the Customer is a merchant, a legal entity under public law, or a special fund under public law. However, the Seller may sue the Customer at any other place of jurisdiction permissible under the Code of Civil Procedure.

9.3 The contractual relationship shall be governed by the laws of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) are expressly excluded.

GTC  DEHAS Medical Systems / 2026 / English / Version 2.0 / As of January 2026