General Terms and Conditions of Sale and Delivery of ACTEGA Schmid Rhyner AG

(October 2025)

1 GENERAL

1.1 These General Terms and Conditions of Sale and Delivery shall only apply in relation to enterprises (customers), i.e. any natural person or legal entity exercising their commercial or independent professional activities when purchasing tangible and intangible goods (hereinafter referred to as "Customers").

1.2 These General Terms and Conditions of Sale and Delivery apply to contracts concluded between ACTEGA Schmid Rhyner AG, based in Adliswil, and Customers via the usual sales channels (including orders by e-mail and fax).

1.3 Sale to consumers is excluded.

1.4 The contract language is German.

1.5 If our General Terms and Conditions of Sale and Delivery have been introduced into the business with the Customer, they shall also apply to all further transactions between the Customer and us, unless otherwise agreed in writing.

1.6 Our General Terms and Conditions of Sale and Delivery apply exclusively. Any terms and conditions of the Customer that conflict with or deviate from our General Terms and Conditions of Sale and Delivery shall only apply if we have expressly accepted them in writing. Our silence on such deviating conditions shall not be deemed as consent, not even in the case of future contracts.

2 OFFERS AND ORDERS

2.1 Our offers are subject to change and non-binding unless we have expressly designated them as binding. They are merely an invitation for the Customer to submit a binding order (application) on this basis. A contract is only concluded, also in relation to ongoing business transactions, when we confirm the Customer's order in writing or in text form or de-liver the goods (acceptance). Our order confirmation is decisive for the content of the delivery contract. In the case of immediate delivery, our order confirmation can be replaced by the invoice.

2.2 The obligation to deliver an item determined only by category alone does not include the assumption of a procurement risk. We shall only be obliged to supply goods at hand (Vorratsschuld / Stock Debt). A guarantee shall only be deemed to have been assumed by us if we have specified a guaranteed property in writing.

3 CLP REGULATION (REGULATION (EC) No 1272/2008) ("CLP")

3.1 If we deliver products to the European Union, the Customer is considered an EU
importer under the CLP Regulation. In order to comply with its reporting obligation for the Classification and labelling "C&L" of the European Chemicals Agency (ECHA) pur- suant to Section 40 CLP, the Customer hereby instructs Chemservice S.A., 5 an de Laengten, 6776 Grevenmacher, Luxembourg, as our Only Representative (OR), on be- half and in the name of its company, to submit C&L group reports to the C&L register of the EU for all rel-evant substances in the imported products.

3.2 End users: The Customer is obliged to inform Chemservice S.A. or us of new relevant scientific or technical information if it could lead to a change in the harmonized
classification and labelling or influence the classification of substances without harmonized classification. If the Cus-tomer has new information that could lead to a change in the harmonized classification and labelling, he instructs Chemservice S.A. to submit a corresponding proposal to the competent authority (Section 37(6) CLP).

3.3 Remarketing: The Customer is obliged to inform Chemservice S.A. or us of new relevant scientific or technical infor-mation if it could lead to a change in the harmonized classification and labelling or influence the classification of sub-stances without harmonized classification. If the Customer has new information that could lead to a change in the har-monized classification and labelling, he instructs Chemservice S.A. to submit a corresponding proposal to the compe-tent authority (Section 37(6) CLP).The Customer remains solely and fully responsible for the fulfilment of all obligations in connection with the notification; these include, inter alia:
1. updating labels following changes in the classification and labelling of a substance or mixture;
2. the provision of safety data sheets (SDS) along the supply chain and updat-ing the SDS as required;
3. notifying Chemservice S.A. and/or us in the event of new relevant information.

3.4 If we have new information that could lead to a change in the harmonized classification and labeling, we will instruct Chemservice S.A. to update the group report and provide safety data sheets with the relevant C&L information to Cus-tomers/distributors.

4 DOCUMENTS AND PRODUCT SAMPLES

4.1 The quality of product samples is only binding to the extent we explicitly qualified it in writing as an agreed quality of the product (Beschaffenheit).

4.2 We reserve all rights to any product samples, illustrations, drawings, data, cost estimates and other documents about our products that have not been separately remunerated by the Customer. These are to be returned to us at our request (together with all copies). We do not reserve ownership rights to samples if the Customer processes the samples in the ordinary course of business. If the above-mentioned objects and documents remain in the possession of the Customer, we have independent indirect possession of them. A right of retention on these objects and documents is excluded. The Customer undertakes not to make the samples, data and/or documents listed in sentence 1 above accessible to third parties, unless we give our express written consent.

4.3 The provisions in Sections 4.1 and 4.2 shall apply mutatis mutandis to documents,
drawings or data of the Customer. We do, however, reserve the right to make these available to any third parties who are permissibly taking care of our contractual delivery obligations or are our agents or suppliers.

5 PRODUCT CHARACTERISTICS AND WARRANTIES

5.1 Unless otherwise agreed to in writing, the quality of the products is exclusively determined by our product specifications.

5.2 Information on product quality and shelf life including other product information shall only constitute a warranty within the meaning of Section 197 paragraph 1 CO if they are agreed and designated as such.

5.3 Our technical advice - whether verbal, in writing and/or tests - is based on current knowledge. It is the Customer’s responsibility to pre-use examine the quality and test the products as to their fitness for a particular purpose. The same applies regarding potential infringement of third parties’ intellectual property rights.

6 PAYMENT CONDITIONS, SECURITY

6.1 Unless otherwise agreed, invoiced amounts are due for payment to our bank account without any deductions within 30 days of the date of invoice. This is an expiry date within the meaning of Section 102 paragraph 2 CO, which is why the Customer is in default of payment on the day after expiry of the payment period without a reminder. The invoice amounts are payable to one of our bank accounts in the currency specified on the order confirmation. Any further ex-penses shall be borne by the Customer. Regardless of the place of delivery of the products, the place of performance for the Customer's payment obligation is our registered office in Adliswil. In the event of export of the products, the costs associated with the receipt of payment shall be borne by the Customer to the extent they incur in the Customer’s country. A timely payment is only made if we can dispose of the money with value date on the due date on the account specified by us. Discounts and rebates are only granted by special agreement. A discount deduction is excluded if older due invoices have not yet been paid.

6.2 In case of payment default, we are entitled to claim interest in the amount of 9 per cent above the base interest rate of the European Central Bank from the date payment is due without the need for a previous separate demand note or warning. We reserve the right to assert additional damages.

6.3 Any acceptance of an order and the performance of delivery may be made subject to requirements of security deposit or prepayment. We are also entitled to demand payment concurrently with the delivery of the products.

6.4 In the event that there is any substantial deterioration in the financial situation of the Customer after concluding the contract endangering Customer’s ability to perform its contractual obligations, such as by way of filing for insolvency proceedings by the Customer, the commencement of insolvency proceedings, an application for a declaration of in-solvency or an arrest warrant or, if there is a cessation of payment, which is not based on any right of retention or other rights, we may also withdraw from the contract at any time.

6.5 Any rights of retention or set-off on the part of the Customer shall only exist in relation to those counterclaims which are undisputed or have been determined by final legal judgement. A right of retention can only be exercised by the Customer if his counterclaim is based on the same contractual relationship.

6.6 Payment with bills of exchange is only permitted if and to the extent expressly agreed. In these cases, bills of ex-change are accepted on account of the payment due. All discount and bill of exchange charges shall be borne by the Customer. For payment by letter of credit, the most current version of the Uniform Rules and Customs for Documen-tary Credits issued by the International Chamber of Commerce in Paris shall apply.

7 DELIVERIES, SHIPPING AND FORCE MAJEURE

7.1 Unless otherwise agreed, deliveries shall be made EXW in accordance with the current ICC INCOTERMS. Binding deliv-ery dates and periods must be expressly agreed in writing and always refer to delivery from us and not to delivery to the Customer. We endeavor to comply with non-binding or approximate (approx., about, expected, etc.) delivery dates and deadlines to the best of our ability. Unilateral requirements of the Customer are not binding for us unless we have expressly agreed to them in writing. Transactions for fixed delivery dates must expressly be designated as such and confirmed by us in writing. Partial de-liveries that are reasonable for the Customer are permissible.

7.2 If despite proper stocking, we do not receive raw materials or deliveries or services from our suppliers for reasons for which we are not responsible, or do not receive them correctly, completely or on time (e.g. information required for the execution of the order is not received by us in time or is subsequently changed; Payment deadlines are not met, letters of credit are opened too late, or required import licenses do not arrive at us in time), or if events of force majeure occur, we will timely inform our Customers in writing or in text form. Irrespective of this information, we are in any case enti-tled to postpone the delivery for the duration of the hindrance, or to withdraw from the contract in whole or in part with respect to the part not yet fulfilled. Force majeure includes but is not limited to strikes, lockouts, official interventions, pandemics, energy and raw material shortages, transport bottlenecks through no fault of our own, operational disrup-tions through no fault of our own, for example due to fire, water and machine damage and all other impediments which, from an objective point of view, were not culpably caused by us. If a delivery date or a delivery period has been bind-ingly agreed and the agreed delivery date or the agreed delivery period is exceeded due to events according to this Section 7.2, the Customer is entitled to withdraw from the contract 30 days after the occurrence of the event of this Section 7.2 due to the part not yet fulfilled if it is objectively unacceptable for him to continue adhering to the contract. Further claims of the Customer do not exist in this case.

7.3 In the event of force majeure and/or incomplete, improper, or late delivery of our suppliers pursuant to Section 7.2 we are entitled – in addition to the rights set forth in Section 7.2 – to make partial deliveries of the products, split the avail-able quantity of products among our customers, including affiliated companies, at our sole discretion or choose to in-terrupt delivery. We shall notify the Customer in time in writing accordingly. We will complete the delayed delivery re-spectively deliver the remaining quantity of products once the force majeure event and/or incomplete, improper, or late delivery of our suppliers pursuant to Section 7.2 has ended. The Customer’s rights pursuant to Section 7.2 shall remain unaffected.

7.4 Claims for damages of the Customer due to delay in delivery based on intent or gross negligence on our part are limited to a maximum amount of 0.5% of the net delivery price of the delayed product per completed week of delay, but in total to a maximum of 5% of the stated net delivery price.

7.5 If a Customer sets a reasonable subsequent deadline after a delay in delivery and such deadline expires without per-formance, the Customer may withdraw from the contract; Claims for compensation for damage caused by the loss of the contract (Section 109 para. 2 CO) are excluded, unless our non-performance is based on intent or gross negligence on our part.

7.6 The limitations of liability in accordance with Sections 7.4 and 7.5 shall not apply in so far as a contract where time is of the essence is agreed.

7.7 We shall be entitled to refuse fulfilling our obligations for as long as the Customer is in default of performance of any obligations it may have towards us, even if resulting from other contracts.

7.8 Insofar as the Customer also wishes the transport to be organized, we shall assume this without this affecting our fulfilment of the delivery obligation and the transfer of risk in accordance with EXW (Section 7.1). All costs for the transport itself as well as our costs for the necessary activities shall be borne by the Customer.

7.9 If no representative of the Customer is present at the time of delivery of the ordered products to the Customer, who accepts the products, and if there is no recognizable, secure and lockable unloading area/depot at the delivery address, the confirmation of the driver (the transport company) is sufficient as proof that the products have been delivered in proper condition.

7.10 We do not take back transport packaging nor any other packaging; it becomes the property of the Customer. This does not apply to loaned bins or containers; these are to be returned to us, at our discretion, either empty and in ex-change or carriage paid. As far as we are subject to legal obligations to take back and recycle packaging, we offer to take back completely emptied packaging at the operating site or we will name a third party who will dispose of the packaging in accordance with the legal provisions.

8 RETENTION OF TITLE

8.1 We reserve title of ownership to all products supplied by us until full payment for all delivered products has been made. The Customer is obliged to take the measures necessary to protect our property.

8.2 We are entitled, with the cooperation of the Customer, to have the retention of title entered in the corresponding register.

8.3 The Customer shall maintain the delivered products at his own expense for the duration of the retention of title. He is liable to us for theft, breakage, fire, water, and other risks. He will also take all measures to ensure that our claim to ownership is neither impaired nor cancelled.

8.4 If a regulation in the Customer's country comparable to the retention of title in Switzerland is not sufficient for a legally valid retention of title, the retention of title shall be governed by the specifications of the offer or our order confirmation.

8.5 If there is no regulation in the Customer's country comparable to the retention of title in Switzerland, we may demand a bank guarantee or similar security in the amount of the corresponding order upon order confirmation.

8.6 Irrespective of an entry of the retention of title in the relevant register, we reserve the right of withdrawal and a right of reclaim about the goods due to default of payment by the Customer even in the event in which we have already trans-ferred the products into the possession of the Customer before payment of the purchase price (reservation in the sense of Swection 214 para. 3 CO).

9 PRICES

9.1 Orders placed shall be executed by us at the agreed prices and, in the absence of a separate agreement, at the list prices valid on the day of delivery. The prices are the prices stated on the order confirmation, and do not include VAT. VAT will be invoiced separately at the applicable rate in accordance with the applicable tax regulations.

9.2 Unless otherwise agreed, the delivery prices are per net/kg, ex works (EXW), duty unpaid, in disposable packaging (drums and containers). If express or air freight transport or other packaging is desired, we shall invoice the additional costs, whereby the organization of this carriage shall have no effect on the fulfilment of our delivery obligation and the transfer of risk in accordance with EXW.

9.3 In the event of an increase in material procurement or production costs, taxes, wage, and ancillary wage costs as well as energy costs, costs due to environmental requirements, currency regulations or other public charges between con-clusion of the contract and acceptance of the products, we shall be entitled to increase the prices stated in the order confirmation accordingly until the final completion of the order placed with us. An increase in this sense is excluded if the cost increase in the aforementioned factors is offset by a cost reduction in other of the aforementioned factors with regard to the total cost burden for the delivery.

10 WARRANTY AND NOTIFICATION OF DEFECT

10.1 Insofar as we have not given any assurances or guarantees designated as such with regard to the quality of the prod-ucts, any warranty is excluded, unless there is fraudulent intent on our part to be proven by the Customer.

10.2 The Customer must inspect the delivered products – if necessary and reasonable by means of trial processing – in due course after delivery for defects in quantity and quality and notify us of the defects immediately, but no later than 10 days after delivery; otherwise, the products shall be deemed to have been accepted. Defects not detectable during this inspection must be reported to us within five days of their discovery. Complaints must be communicated in writing, stating the order data such as order, batch, invoice, and shipping number. A complaint that is not made within the peri-od prescribed, excludes any claim of the Customer from breach of duty due to poor performance. Notices of defects must always contain a detailed description of the defect.

10.3 The notice of defects according to Section 10.1 must be made in writing and received by us within the deadline. A complaint not being in due form also excludes any claim of the Customer due to defects.

10.4 Upon commencement of processing, finishing, combining, or mixing with other items, the delivered products shall be deemed to have been accepted by the Customer in accordance with the contract in the event of recognizable defects. The same applies in the case of onward shipment from the original destination.

10.5 In the event of recognizable defects, the products complained of must be left in the shipping bin or container so that we can properly verify the justification of the complaint, unless we expressly refrain from doing so by written declara-tion and the Customer ensures the separate safekeeping of the products complained of.

10.6 Insofar as we are obliged to provide a warranty (Section 10.1), we shall, at our discretion, remedy the defect free of charge or deliver defect-free goods (subsequent performance). If the goods are replaced, our consent must be ob-tained before returning the products. Replaced products shall become our property. If we do not comply with the de-fect or subsequent delivery of the defective products within a reasonable grace period set for us, if the supplementary performance fails (whereby we are entitled to two attempts), if we refuse the supplementary performance or if this sup-plementary performance is unreasonable for us, the Customer has the right to rescission in accordance with the statuto-ry provisions, to reduce the purchase price, as well as claim damages within the limits specified in Section 11. The par-ties agree that Section 205 para. 2 CO is to be interpreted as meaning that rescission is only justified in the case of significant defects and that the Customer is otherwise referred to reduction.

10.7 Claims and rights arising from warranty shall become statute-barred or forfeited within one year after delivery of the products (Section 7.1) to the Customer. This does not apply in the cases referred to in Section 11.1 (1) to (4).

11 LIABILITY, EXCLUSION AND LIMITATION OF LIABILITY

11.1 Insofar as we are obliged to provide a warranty (Section 10.1), any resulting liability for damages shall be limited to cases of intent and gross negligence. Our liability for auxiliary persons consulted within the meaning of Section 101 CO is completely excluded. In particular, our executive and non-executive employees and other vicarious agents as well as our subcontractors are considered as auxiliary persons. The above exclusion of liability does not apply to claims aris-ing from the Product Liability Act (Produktehaftpflichtgesetz).

11.2 Any further liability for damages is excluded subject to intent and gross negligence – regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from fault at the conclusion of the contract (culpa in contrahendo), due to other breaches of duty or due to tortious claims for compensation for material damage.

11.3 A reversal of the burden of proof is not associated with the above provisions.

11.4 If a claim is asserted against us by a third party with regard to the delivery, the Customer shall indemnify us, our legal representatives, our employees and vicarious agents comprehensively (including reasonable legal prosecution and de-fense costs, expenses, fees, taxes, etc. as well as reasonable advances), if and to the extent that (i) the causes of the claim (in relation to us) are within the Customer's sphere of control and organization or (ii), insofar as the causes of the claim fall within our sphere of control and organization, we are not liable in relation to the Customer for these causes of the claim by the third party.

12 COMPLIANCE

The Customer is obligated to comply with all applicable laws and regulations regarding the Goods, including but not limited to anti-corruption regulations, regulations combating money laundering or financing of terrorism and anti-trust laws and regulations. Applicable anti-corruption regulations within the meaning of the previous sentence include but are not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act.

13 EXPORT CONTROLS

13.1 The Goods are – unless otherwise agreed in writing - always designated to remain, to be used, as well as to be sold in the first country of delivery agreed upon with the Customer. Unless required by law or otherwise agreed in writing, we are under no obligation to make available documents to the Customer for the import of the Goods into or export of the Goods out of the first country of delivery. If we do make such information available to the Customer on an individual basis, this shall be done without any warranty or guarantee of the accuracy of the information. This does not give the Customer any right to obtain or use our information for any future business.

13.2 The export of certain Goods may be subject to authorization – e.g. because of their nature, their intended use or their final destination. The Customer shall strictly comply with all applicable (re-) export control and sanctions regulations in-cluding but not limited to those of the Federal Republic of Germany, the European Union and its member states as well as the United States of America and the United Nations. The ALTANA Group has suspended business involving Russia, Belarus and Iran. Therefore, none of the Goods may be delivered, sold, exported, re-exported or transferred, directly or indirectly (via other countries, distributors, resellers or other third parties) to Russia, Belarus and/or Iran or for use in Russia, Belarus and/or Iran, even if permitted by law. Furthermore, the ALTANA Group reserves the right to restrict the direct or indirect delivery, sale, export, re-export and transfer of the Goods to a company serving the defense industry and therefore the Customer shall notify us beforehand and we shall review such a request on a case-by-case basis. The above obligations from ALTANA's policies do not apply to our Goods that Customer has incorporated into Customer's finished products.

13.3 Prior to any delivery of the purchased Goods to a third party, the Customer shall ensure through appropriate measures that
a) the delivery will not violate any embargo imposed by the European Union and its member states, the United States of America and/ or the United Nations; and
b) the Goods are only used in connection with armaments, nuclear technology or weapons, if and to the extent that is legal and Customer has obtained the required legal authorization; and
c) the regulations of all applicable Sanctioned Party Lists of the European Union and its member states, the United States of America and/or the United Nations concerning the trading with entities, persons and organizations listed there-in are followed.

13.4 We reserve the right to make additional requests including but not limited to signing of end-use declarations.

13.5 The Customer shall indemnify and hold us harmless from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any violation of the obligations set forth in the above-mentioned sub-sections 1. - 4., and the Customer shall compensate us for all losses and expenses resulting therefrom including but not limited to the expenses of any legal defense and court proceedings as well as any fines or penalties imposed by authorities.

13.6 If obligations of this section constitute a breach of any applicable mandatory anti-boycott rule legislated by the Euro-pean Union or any of its member states, such conflicting contractual obligations shall not be fulfilled.

14 No Use of Child Labor

The Customer is obliged to refrain from using or processing goods we have delivered by use of child labor as defined in article 2(1)(f) of the Ordinance on Diligence and Transparency regarding Minerals and Metals from Conflict Areas and Child Labor of 3 December 2021 (VSoTr). In case of child labor on the Customer's side, the Customer must notify us of such incidents. In such case, we are entitled to withhold further deliveries until the use of child labor has been removed and are entitled to terminate the contract, in case such removal is not completed within a period of reasonable length to be set by us.

15 CONFIDENTIALITY

15.1 The Customer shall hold in strict confidence all facts, documents and information (about Goods) which the Customer gains knowledge of in the course of the contractual relationship with us, which includes technical, financial, business and market-related information about the company or our Goods, provided that we have declared the respective infor-mation as confidential or there is an obvious interest in the confidentiality (hereinafter referred to as “Confidential Infor-mation“). The Customer will use the Confidential Information exclusively for the purpose of implementing and executing the contractual relationship with us.

15.2 The Customer shall require from its directors, officers and employees, who process or get to know the Confidential Information, equal confidentiality and restricted use obligations not less strict than herein. The passing-on of Confiden-tial Information to third parties by the Customer requires our express prior consent in writing or via e-mail.

15.3 The above obligations of confidentiality and restricted use shall not apply if the Customer can prove that the respective Confidential Information:
(a) is in the public domain at the time of disclosure;
(b) is published or otherwise becomes part of the public domain through no fault of the Customer;
(c) was in the possession of the Customer at the time of disclosure;
(d) was made available to the Customer by a third party who had the right to legally disclose it;
(e) was independently developed by the Customer without using or making any reference to the Confidential In-formation;
is required to be disclosed pursuant to a law, regulation, rule or ordinance of any governmental body or court provided that the Customer - if legally permitted - has given prompt written notice to us of any such requirement.

16 JURISDICTION AND APPLICABLE LAW

16.1 The courts responsible for Adliswil ZH, Switzerland shall have exclusive jurisdictions for all disputes arising from or in connection with the contractual relationship. However, we are also entitled to sue the Customer at his general place of jurisdiction.

16.2 The law of Switzerland shall apply exclusively to the exclusion of the provisions of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG). If our order confirmation contains a clause listed in the INCOTERMS, the INCOTERMS in the latest version shall apply to the respective clause, unless otherwise stated in our order confirmation.