General Terms and Conditions of Sales of Goods

§ 1 Scope

(1) These General Terms and Conditions of Sales (hereinafter also “Terms”) apply to
all business relationships between Nyobolt Limited (hereinafter also “Nyobolt”) and
its customers. They apply in particular to contracts concerning the sale and/or
delivery of movable property (hereinafter also “Goods” or “Product”), irrespective
of whether Nyobolt produces the Goods itself or purchases them from suppliers.
However, they apply only if the customer is a legal person or an individual who is
not a consumer under § 2 of the Consumer Rights Act 2015.
(2) These Terms, in the then-current version thereof, also apply as a framework
agreement to future offers and contracts concerning the sale and, where applicable,
the delivery, to be agreed separately, of movable property with the same customer,
without there being any need for Nyobolt to refer hereto again in each individual
case; Nyobolt will notify the customer without delay in the event of any change in
the Terms.
(3) These Terms apply on an exclusive basis. Terms and conditions of business of the
customer or third parties do not apply unless explicitly agreed between the parties
in an individual case, where they will apply only to that case. Even if Nyobolt makes
reference to a document that contains terms and conditions of business of the
customer or a third party or refers thereto, this does not constitute consent to the
application of those terms and conditions of business.

§ 2 Offer; entry into contract; written form; representation

(1) All offers from Nyobolt are non-binding and subject to change unless they are
expressly designated as binding or contain a certain time limit for acceptance.
(2) The placement of an order by the customer is deemed to constitute a binding offer
to enter into a contract. Unless otherwise specified in the order, Nyobolt can accept
this contract offer within fourteen (14) days after receipt. Acceptance takes place by
way of a declaration in text form (e.g., through an order confirmation or notification
that a consignment is ready to ship or ready for pickup) or through the shipping of
the Goods.
(3) The sole operative factor with regard to the legal relations between Nyobolt and the
customer is the contract entered into in writing, including these Terms. This contract
represents the entire agreement between the Parties with respect to the subject
matter of the contract. Oral commitments made by Nyobolt prior to the Parties’ entry
into this contract are not legally binding, and oral agreements and/or understandings
between the Parties are superseded by the written contract unless it is expressly
apparent from them in the individual case that they continue to apply on a binding
basis. Nyobolt assumes no responsibility for a particular quality of the Goods except
where such quality has been expressly agreed in writing.
(4) Amendments and addenda to the agreements that have been reached, including
these Terms, are not valid unless set forth in written form signed by the parties or
their authorised representatives. To meet the written form requirement, it is sufficient
if a matter is communicated by means of telecommunication, particularly by e-mail,
insofar as a copy of the signed declaration is transmitted.

§ 3 Prices; payment

(1) Unless otherwise agreed in the individual case, Nyobolt’s prices that are current at
the time of entry into each contract apply ex warehouse. Additional or special
services are charged separately. Prices are to be understood as in pounds sterling
plus value-added tax at the statutory rate, unless otherwise agreed between the
parties in writing.
(2) In the case of a sales shipment, the customer bears the transportation costs ex
warehouse, along with the costs of any transportation insurance the customer may
request. If Nyobolt does not bill the transportation costs actually incurred in the
individual case, a flat fee for transportation costs (excluding any transportation
insurance) in the amount of fifty [50] pounds sterling is deemed to be agreed. The
customer must bear any customs duties, fees, taxes, and other public charges.
Nyobolt shall have the right to increase the flat fee on each anniversary of the first
agreement to these Terms by a reasonable amount.
(3) Unless otherwise agreed in writing, invoiced sums are payable within thirty (30)
days from the issuance of the invoice, without any deductions. The factor
determining the date of the payment is the date of receipt by Nyobolt. Payment by
check is not permitted unless agreed separately in the individual case. The
customer is deemed to be in default when the payment deadline expires. From the
payment deadline until payment of the overdue sum, whether the date of payment
is before or after judgement, interest on the overdue sum shall accrue each day at
a rate of 4% per year above the Bank of England’s base rate from time to time, but
at 4% per year for any period where the base rate is below 0%. Nyobolt reserves
the right to assert claims for any further damage and/or losses due to default.
(4) Offsetting counterclaims of the customer or retention of payments due to such
claims is permitted only to the extent that the counterclaims are undisputed or have
been established with final, binding legal force. In the case of defects in the delivery,
the customer’s counter-rights, particularly those pursuant to § 7 of these Terms,
are unaffected.
(5) Nyobolt may require security or payment in advance of delivery of the Goods or
services if, after the Parties’ entry into the contract, Nyobolt becomes aware of
circumstances that are likely to significantly reduce the customer’s creditworthiness
and that jeopardize the payment of Nyobolt’s open claims by the customer as
arising from the contractual relationship in question (including from other individual
orders to which the same framework agreement applies).

§ 4 Delivery time limit; delay and default in delivery

(1) Delivery times/deadlines proposed by Nyobolt for deliveries of the Goods are
always deemed to be merely approximate unless a fixed delivery time limit or fixed
delivery deadline has been expressly promised or agreed.
(2) Without prejudice to its rights arising from delay and default on the customer’s part,
Nyobolt is permitted to demand that the customer extend the delivery time limits by
any period during which the customer is not complying with its contractual
obligations toward Nyobolt.
(3) Nyobolt is not liable for impossibility of performance or for delays in performance to
the extent that these are caused by force majeure or by other events not
foreseeable at the time of the Parties’ entry into the contract (e.g., operational
disruptions of all kinds including but not limited to fire, flood, war, armed conflict,
terrorist attack, epidemic, pandemic, or act of God, difficulties with procurement of
material or energy, transportation delays, strike, lawful lockout, shortage of
labor/energy/raw materials, difficulties procuring necessary official permits and/or
authorizations, actions taken by government agencies, tariffs, sanctions, or failure
to deliver/perform correctly, on time, or at all by suppliers/third parties) for which
Nyobolt is not responsible. It is also deemed such an event if Nyobolt does not
receive correct or timely delivery from one of its suppliers, if Nyobolt is not
responsible for this in each case and there was, at the time when the contract was
entered into with the customer, a congruent covering transaction in place between
Nyobolt and the supplier in question. Where such events render it significantly more
difficult or impossible for Nyobolt to perform and the impediment is more than
merely temporary in duration, Nyobolt is entitled to rescind the contract. In the case
of temporary impediments, the delivery deadlines are automatically extended by
the term of the impediment plus a reasonable run-up period. The Parties shall
provide each other, without delay, with the necessary information and shall adjust
the contractual obligations in good faith according to the changed circumstances.
To the extent that the customer cannot reasonably be expected to accept the
Goods as a result of the delay, the customer can rescind the contract by way of a
written declaration to Nyobolt without delay.
(4) If performance becomes impossible for Nyobolt, regardless of the reason therefor,
Nyobolt’s liability for damages is restricted in accordance with § 7 and 8 of these
Terms.

§ 5 Delivery; passage of risk; acceptance; default of acceptance

(1) Deliveries are made ex warehouse, which is also the place of performance for the
delivery and any cure that may apply. If so agreed in writing and at the customer’s
request and expense, the Goods may be shipped to another destination (sales
shipment). Unless otherwise agreed in writing, Nyobolt is entitled to determine the
nature of the shipment (particularly the transportation company, mode of
transportation, packaging) itself. Pallets, containers, and other reusable packaging
shall remain the property of Nyobolt and must be returned to Nyobolt’s delivery
point by the customer without delay, at no cost to Nyobolt. Single-use packaging
shall be charged at cost, with no returns thereof accepted.
(2) The risk of accidental loss or deterioration of the Goods shall pass to the customer
no later than upon delivery. In the case of a sales shipment, however, the risk of
accidental loss or deterioration of the Goods and the risk of delays shall pass
earlier, when the Goods are delivered to the shipper, freight forwarder, or other
person, entity, or institution designated to carry out the shipment. Where a formal
acceptance procedure has been agreed in writing, this procedure is the factor
determining the passage of risk. The Parties will not conduct a formal acceptance
procedure for the Goods unless acceptance criteria have been agreed separately.
If such a procedure is conducted, the Parties shall draw up and sign a joint record
thereof. Where separate acceptance criteria have been agreed in the individual
case, the customer is permitted to refuse to accept the Goods – exclusively in the
case of significant defects in performance – until such time as defects have been
remedied; Nyobolt is entitled and obligated to remedy defects within a reasonable
time limit. Otherwise, the customer is required to declare formal acceptance, where
applicable listing possible defects, which Nyobolt is required to eliminate within a
reasonable time limit. If the buyer falls into default of acceptance, this circumstance
is deemed equivalent to delivery or formal acceptance, as the case may be.
(3) If the customer is in default of acceptance or fails to take a cooperative action or if
the delivery is delayed for other reasons for which the customer is responsible,
Nyobolt is entitled to demand compensation for the damage and/or losses arising
therefrom, including additional costs (e.g., storage costs). Nyobolt shall charge for
this lump-sum compensation in the amount of five hundred [500] pounds sterling
per calendar day, starting with the delivery time limit or – in the absence of a
delivery time limit – upon notification that the Goods are ready to ship. Nothing
herein shall affect the rights of the Parties to assert claims for damage and/or losses
in a higher amount or their statutory claims (especially compensation for additional
costs, reasonable compensation, notice of termination). The lump sum must,
however, be applied toward any farther-reaching monetary claims. The customer
remains entitled to prove that Nyobolt has sustained no actual damage and/or
losses, or that the damage and/or losses actually sustained by it were significantly
lower than the foregoing lump sum. Nyobolt shall have the right to increase the
lump sum compensation on each anniversary of the first agreement to these Terms
by a reasonable amount.

§ 6 Retention of title

(1) Nyobolt retains title to the Goods sold until such time as all present and future
claims of Nyobolt arising out of the purchase agreement and an ongoing business
relationship (“Secured Claims”) have been paid in full.
(2) The Goods subject to retention of title must not be pledged to third parties or
transferred by way of security before the Secured Claims have been paid in full.
The customer must notify Nyobolt in writing without delay if a petition for opening
of insolvency proceedings has been filed or to the extent that third parties have
access (e.g., attachment) to the Goods belonging to Nyobolt.
(3) In the event of behavior on the customer’s part that is in breach of contract,
particularly in the event of non-payment of the purchase price when due, Nyobolt
is entitled to rescind the contract pursuant to the statutory provisions and/or
demand that the Goods be surrendered based on the retention of title. The demand
for the surrender of the Goods does not also entail a declaration of rescission;
instead, Nyobolt is entitled to merely demand that the Goods be surrendered while
reserving the right of rescission. Nyobolt is only permitted to assert these rights
where the customer has failed to pay the purchase price when due, Nyobolt has
set a reasonable time limit for the customer to pay beforehand ,and this time limit
has elapsed without producing the desired effect, or there is no need to set such a
time limit pursuant to the statutory provisions.
(4) Unless and until this is revoked, the customer is authorized pursuant to § 6 (4) (c)
hereof to resell and/or process the Goods subject to retention of title in the ordinary
course of business. In this case, the following provisions apply in addition:
a) The retention of title extends to the products arising from processing, mixing, or
combining of our Goods at the full value thereof, with Nyobolt being deemed the
producer. If the Goods are processed, mixed, or combined with goods of third
parties and such parties’ title therein remains in effect, Nyobolt acquires coownership proportionate to the invoiced values of the Goods processed, mixed,
or combined. In all other respects, the product that arises is subject to the same
provisions as the Goods supplied subject to retention of title.
b) The customer assigns to Nyobolt by way of security the claims against third
parties arising from the resale of the Goods or the product, either in their entirety
or in the amount of any co-ownership share accruing to Nyobolt pursuant to the
foregoing paragraph. Nyobolt accepts such assignment. The obligations of the
customer mentioned in paragraph 2 above also apply with regard to the
assigned claims.
c) The customer remains authorized and empowered to collect on the claim
alongside Nyobolt. Nyobolt agrees not to collect on the claim as long as the
customer is complying with its payment obligations toward Nyobolt, there is no
defect in the customer’s ability to perform, and Nyobolt does not assert the
retention of title by exercising a right pursuant to paragraph 3 above. If this is
the case, Nyobolt may demand that the customer notify Nyobolt of the claims
assigned and the debtors therefor, provide all information necessary for
collection purposes, surrender the associated documents, and notify the
debtors (third parties) of the assignment. In this case, Nyobolt is moreover
entitled to revoke the customer’s authority to resell and process the Goods
subject to retention of title.
d) If the realizable value of the items of security exceeds Nyobolt’s claims by more
than 10%, Nyobolt shall release items of security of its choice at the customer’s
request.

§ 7 Warranty; rights of third parties

(1) Material defects and legal defects are subject to the statutory provisions unless
otherwise provided in these Terms.
(2) Unless expressly agreed otherwise, Nyobolt’s Products are solely obligated to
comply with the statutory requirements applicable in England and Wales. The
customer alone is responsible for integrating the Products into the technical,
structural, and organizational circumstances applicable at the customer’s end (sole
system integration responsibility rests with the customer). Nyobolt and the
customer agree that signs of wear that are typical of use and age and damage to
the Goods do not constitute material defects.
(3) If Nyobolt provides the customer with samples (e.g. prototypes), these samples are
not quality-assured series products. The samples may be untested and manually
modified and need not – without express agreement – meet any specifications. Even
if specifications are agreed, the samples are not suitable for use in series products
and are excluded from warranty and liability provisions. If such samples are used
in series products, the customer bears sole responsibility for possible risks and
damage. The customer shall also not be entitled to a specific sample, unless this is
expressly agreed in advance in writing in a development work agreement with
Nyobolt, stating the specifications.
(4) Unless a formal acceptance procedure has been expressly agreed, the customer
is obligated to inspect the Goods delivered without delay after delivery to the
customer or the third party designated by the customer and to report any defects
without delay. For a report of a defect to be considered to have been made without
delay, the report must be sent no later than within seven working days after delivery
or – if the matter concerns a defect that was not apparent upon inspection – no
later than three working days after the defect is discovered. If, however, this latter
defect was recognizable to the customer in the case of normal use of the Goods
even before the time of discovery, the earlier time at which this was the case is the
factor determining the start of the foregoing time limit for reporting purposes. If the
customer fails to inspect the Goods and/or report defects properly and on time, the
warranty and other liability for the defect in question are ruled out unless Nyobolt
has maliciously concealed such defect.
(5) At Nyobolt’s request, Goods regarding which a complaint has been submitted must
be returned to Nyobolt without delay, initially at the customer’s expense. In the
event of a justified complaint, Nyobolt shall reimburse the customer for the costs of
the least expensive mode of transportation; this does not apply to the extent that
the costs are increased because the Goods are in a place other than the place of
use thereof as intended.
(6) To the extent that claims against Nyobolt accrue to the customer because the
Goods are defective, Nyobolt shall, at its choice, which must be made in its
reasonably exercised discretion, either eliminate the defects or supply Goods that
are free of defects, at no charge in either case (hereinafter collectively “Cure”). The
customer must grant Nyobolt reasonable time and opportunity to effect the Cure
that Nyobolt deems necessary in its reasonably exercised discretion. Nothing
herein shall affect Nyobolt’s right to refuse to effect a Cure subject to the statutory
prerequisites.
(7) If the Cure has failed or a reasonable time limit to be set by the customer for the
Cure has elapsed without producing the desired effect or there is no need to set
such a time limit pursuant to the statutory provisions, the customer is permitted to
rescind the contract or reduce the price. There is no right of rescission in the case
of a minor defect, however. The customer’s rights to demand damages and
compensation for expenses incurred in vain because the Goods are defective shall
be determined according to § 8 hereof.
(8) Claims for defects shall lapse 12 months after the Goods are delivered unless a
longer limitation period is specified by non-waivable provisions of law.

§ 8 Liability for damages due to fault

(1) Unless otherwise provided in these Terms, including hereinafter, Nyobolt is liable
pursuant to the statutory provisions in the case of breach of contractual and
extracontractual duties.
(2) Nothing in these Terms shall limit Nyobolt’s liability for damages that cannot be
excluded or limited by law or for liability for fault in case of intent and gross
negligence. In the case of ordinary negligence, Nyobolt is liable, subject to statutory
limitations of liability (e.g., standard of care in its own affairs; minor breach of duty)
only (i) for damage and/or losses arising from loss of life, bodily injury, or
impairment of health, and (ii) for damage and/or losses arising from breach of an
essential contractual duty (obligation whose fulfillment renders the proper
performance of the contract possible in the first place and in compliance with which
the other party to the contract typically trusts and is permitted to trust); in this case,
however, Nyobolt’s liability is limited to compensation for the foreseeable and
typically occurring damage and/or losses. Nothing in these Terms shall limit the
customer’s duty to mitigate its losses.
(3) The limitations of liability arising from § 8 (2) hereof also apply in the case of
breaches of duty by or for the benefit of persons whose fault is the responsibility of
Nyobolt pursuant to statutory provisions.
(4) To the extent that Nyobolt provides technical information or acts in an advisory
capacity and this information or advice is not part of the contractually agreed scope
of services owed by Nyobolt, this takes place on a gratuitous basis and to the
exclusion of any and all liability.
(5) The limitations pursuant to § 8 do not apply to Nyobolt’s liability with regard to
intentional acts, warranted characteristics, or loss of life, bodily injury, or impairment
of health.
(6) Except as provided in this §8, Nyobolt’s liability is ruled out to the extent permissible
by law.

§ 9 Warranty; procurement risk

(1) Any provision of warranties or assumption of procurement risk on Nyobolt’s part
must take place expressly and be designated as such.
(2) The customer and Nyobolt agree that information provided by Nyobolt in catalogs,
printed materials, advertising materials, and other general information does not at
any time constitute a warranty or assumption of a procurement risk.

§ 10 Final provisions

(1) The place of performance for deliveries is the location or warehouse from which
Nyobolt delivers.
(2) The place of jurisdiction for any and all disputes arising from the business
relationship between Nyobolt and the customer is, at Nyobolt’s choice, either
London or the location of the customer’s registered office or main place of business.
London is, however, the exclusive place of jurisdiction for actions against Nyobolt
in these cases. Nothing herein shall affect non-waivable statutory provisions on
exclusive places of jurisdiction.
(3) Relations between Nyobolt and the customer are subject exclusively to the laws of
England and Wales. The United Nations Convention on Contracts for the
International Sale of Goods of April 11, 1980 (CISG) does not apply.
(4) To the extent that the provisions of the contract or these General Terms and
Conditions contain any gaps, such gaps are deemed to have been filled by the
legally valid provisions to which the Parties would have agreed, according to the
economic objectives of the contract and the purpose of these General Terms and
Conditions, if they had been aware of the gaps in the provisions.

Nyobolt Limited

v1 – 2nd October 2025