General terms of delivery an
terms of payment
Pure Green Cosmetics GmbH

As of: 01/09/2025

I. General

The following terms and conditions of delivery and payment apply to all contracts for deliveries by Pure Green Cosmetics GmbH (hereinafter referred to as the Supplier) to a business (hereinafter referred to as the Purchaser), unless they are amended or excluded with the express written consent of the Supplier. Any deviating general terms and conditions of the customer or third parties shall only apply if the supplier has expressly agreed to them in writing. If the supplier refers to a letter that contains or refers to the terms and conditions of the customer or a third party, this does not constitute express consent to the validity of those terms and conditions. These General Terms and Conditions shall also apply to all future deliveries, services or offers to the Purchaser, even if they are not separately agreed again. With regard to data protection, we refer to our privacy policy, which is available at https://www.puregreen.at/datenschutzerklaerung.

II Offer, conclusion of contract and scope of delivery

1. Offers made by the supplier are always subject to change and errors excepted. The documents belonging to the offer, such as sketches, drafts, sample sets, samples, weight and dimension specifications, are only approximate unless they are expressly designated as binding. Services and operating costs are stated as average values.
2. The supplier reserves the right of ownership and copyright to documents belonging to the offer, such as sketches, drafts, sample sets, samples, cost estimates, drawings and other documents; they may not be made accessible to third parties.
3. The contract is finally concluded when the supplier confirms acceptance of the order for the specified purchase item in writing while the order is still valid or
when the delivery has been made. The supplier is obliged to notify the customer in writing of any rejection of the order immediately after it has been decided.
4. In the case of individual orders, further steps by the supplier are usually necessary to clarify the feasibility of the order (e.g. obtaining delivery dates from subsuppliers), and therefore no order confirmation can be issued yet. In this case, the customer is bound to the order received by the supplier for at least four weeks, even without receiving an order confirmation. If the supplier does not confirm the order within 4 weeks, the customer may withdraw the order . If this
is not done, the customer remains bound until such time as the order is withdrawn.
5. Essential agreements between the supplier and the customer must be made in writing. This also applies to subsidiary agreements, assurances and subsequent
contract amendments.
6. The persons authorised to sign on behalf of the supplier can be found in the current extract from the commercial register. This can be accessed at https://justizonline.gv.at/jop/web/firmenbuchabfrage by entering the commercial register number 54393s. Signatures by other persons are only valid subject to
the approval of persons authorised to sign.
7. Unless expressly agreed otherwise in writing, only the regulations applicable to the manufacture of cosmetic products at the time of production in accordance
with the EU Cosmetics Regulation (EU 1223/2009) shall apply. In the absence of any other agreement, the customer shall be the responsible person for contract manufacturing and shall be responsible for claim substantiation (advertising statements). The supplier shall carry out the CPNP notification under its own responsibility and shall keep the product information file available so that it can be forwarded to the authorities immediately if necessary. Any further official
enquiries or investigations shall be supported by the supplier in return for remuneration. IP rights to the recipes remain with the supplier; the customer only has
a right of use within the scope of the products manufactured for him.
8. We reserve the right to make production changes within the scope of the technical development of the delivery item, provided that the delivery item is not
significantly changed and the changes are reasonable for the customer, in particular if this does not result in any deterioration of the agreed specifications/key
parameters.
9. If preparatory work is carried out at the instigation of the customer prior to the order being placed, such as samples, trial sets, product developments, artwork,
IP/usage rights, these will be invoiced unless otherwise agreed. If the order is placed, these services will not be invoiced again.
10.Development costs and testing fees necessary for the execution of the order placed may be charged separately. Unless otherwise agreed, assessments
made by the supplier, in particular of advertising and product statements, of packaging and/or graphics provided or finally approved by the customer, etc.,
are only of a recommendatory nature and merely express the opinion of the supplier. Legally binding information always requires a separate order and agreement.
11.If the customer requests the use of specific ingredients, these will only be checked for approval, suitability, quality and marketability by the supplier after a
separate agreement has been made.
12.Legally required tests of the materials and substances used, as well as proof of effectiveness and assessments, must be commissioned separately.
13.The supplier is not obliged to agree to a cancellation of an order requested by the customer after the order has been placed, unless this is for reasons for
which the supplier is responsible. If the supplier nevertheless agrees to a cancellation, the costs incurred up to that point shall in any case be borne by
the customer ( ), and a flat-rate cancellation fee of 20% of the order volume shall also be charged.
14.If goods are delivered successively at the request of the customer, the supplier may invoice the customer separately for the storage costs incurred and the
costs of insurance taken out to protect the goods.
15.Unless otherwise agreed in writing in individual cases, product properties and the best-before date indicated on the product refer to proper storage at room
temperature (+ 20° to + 25°). Temperatures below + 10° and above + 30° must be avoided at all costs, even for short periods. If the products are stored at other
temperatures or if the specified extreme values are exceeded or not reached, irreversible product changes may occur; however, this does not constitute a
product defect, but rather a defect in product storage.
16.In the case of customised products, the quantities actually available depend in part on upstream suppliers (containers) and in part on deviations that cannot be
influenced during the production process (rejects). Over- and under-deliveries of +/- 10% of the order quantity are therefore agreed to be within the tolerance
range and such quantity deviations are expressly approved by the customer when the order is placed.
17.Product samples may look slightly different from the original product as they are
manufactured in the laboratory under different conditions (colour, smell and viscosity). Similarly, different production batches may differ from each other due to
the natural raw materials used.
18.Waste and packaging disposal costs shall only be borne by the supplier if expressly agreed in the contract; otherwise, these shall be borne by the customer
as the distributor. Insofar as the supplier is legally liable in this regard, the customer shall indemnify the supplier for this if necessary.
19.The purchaser must check order confirmations immediately and lodge any complaints within one week.

III Price and payment

1. Unless otherwise agreed, prices are ex works of the supplier, excluding packaging. Prices are always net, i.e. excluding value added tax. If delivery is to take
place more than three months after conclusion of the contract, the supplier is entitled to adjust the price accordingly in the event of price increases by its
suppliers or unexpected increases in wage and transport costs, providing a detailed explanation of the changed cost situation. If the increase exceeds 10% of
the agreed price, the customer is entitled to withdraw from the contract. The supplier is only bound to the agreed price for the agreed delivery period – but
for at least three months. The supplier may demand compensation from the customer for additional expenses incurred as a result of the customer’s delay in
acceptance.
2. In the absence of a special agreement, payment shall be made after delivery or provision and receipt of the invoice, with a 2% discount, within eight days, or
strictly net within 30 days of the invoice date, free of charge to the supplier’s paying agent. Discounts shall only apply if the customer is not in arrears with
payment for previous deliveries.
3. Offsetting against any counterclaims of the customer that are disputed by the supplier or have not been legally established is not permitted. The purchaser
may only assert a right of retention if it is based on claims arising from the purchase contract. If a complaint is made, payments by the purchaser may only be
withheld to an extent that is reasonable in relation to the defects that have occurred.
4. Payments may only be made to employees of the supplier if they present a valid collection authorisation.
5. The supplier is entitled to demand a down payment of up to 100% of the purchase price prior to delivery if the products are customised or no successful credit
check has been carried out.
6. Failure to comply with the agreed terms of payment and changes in the purchaser’s creditworthiness entitle the supplier to withdraw from the contract and/or
to demand security for all pending transactions and advance payment for all due deliveries. Offsetting against counterclaims is only permissible if these have
been expressly recognised by the supplier or have been legally established.

IV. Delivery periods and delay

1. Delivery periods and dates are only binding if they have been expressly guaranteed in writing by the supplier. The delivery period begins with the conclusion
of the contract, but not before the customer has provided any recipes, documents, approvals, releases, print files, etc. that may be required, and not
before receipt of any agreed down payment.
2. The delivery period shall be extended appropriately in the event of measures taken in the context of lawful industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond the control of the supplier or its vicarious agents, insofar as such obstacles can be proven to have
an influence on the delivery of the item sold. The same shall apply if the supplier is not supplied on time.
3. The delivery period shall also be extended appropriately if supply chains do not function smoothly due to general events.
4. The supplier shall be entitled to withdraw from the contract if the upstream supplier fails to deliver to it. However, this shall not apply if the supplier is responsiblefor the non-delivery (e.g. default in payment).
5. Compliance with the delivery period requires the fulfilment of the customer’scontractual obligations.
6. If the customer incurs damage due to a delay for which the supplier is responsible in accordance with the above provisions, the supplier shall be liable in
accordance with the statutory provisions.
7. The supplier shall not be liable for deliveries that are delayed or become impossible due to the fault of the upstream supplier, unless the delivery is delayed or
fails to take place due to the fault of the supplier, its representative or its vicarious agent. In this case, the supplier’s liability for damages shall be limited to the
foreseeable damage typical for this type of contract.
8. If the supplier assigns its claims against its upstream supplier to the customerin order to fulfil its liability obligation and the customer is unable to enforce these
claims in full, the supplier shall only be obliged to indemnify the customer if it isat fault.
9. The interest rate for late payment shall be the 3-month Euribor interest rate onthe due date plus a surcharge of 6% p.a., but at least 6% p.a.

V. Transfer of risk and transport

1. In the absence of a special agreement, the mode and means of shipment shall
be left to the discretion of the supplier. The goods shall only be insured at the
express request and expense of the customer.
2. In the case of sale by delivery to a place other than the place of performance,
the risk shall pass to the customer upon handover of the goods to the forwarding
agent or carrier, but no later than upon leaving the warehouse or, in the case of
direct shipment ex works, upon leaving the factory. This shall also apply if partial
deliveries are made or if the supplier has assumed further services.
3. If shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the day on which the goods are
ready for shipment. However, the supplier is obliged to take out the insurance
requested by the customer at the customer’s request and expense.
4. Delivered items shall be accepted by the customer, even if they have minor
defects, without prejudice to the rights under Section VII (Notice of defects and
liability for defects).
5. Partial deliveries are permissible insofar as this is reasonable for the customer.

VI Retention of title

1. The supplier retains title to the goods until all claims arising from the purchase contract with the customer have been paid in full.
2. Any processing or transformation of the purchased item by the customer shall
always be carried out on behalf of the supplier. If the purchased item is processed with other items not belonging to the supplier, the supplier shall acquire coownership of the new item in proportion to the value of the purchased item to the other processed items at the time of processing. If the purchased item is
mixed with other items not belonging to the supplier, the supplier shall acquire co-ownership of the new item in proportion to the value of the purchased item
to the other mixed items at the time of mixing. If the purchaser’s item is to be regarded as the main item, the purchaser shall transfer proportional co-ownership to the supplier.
3. The customer is obliged to treat the purchased item with care, to protect it against interference by third parties and, if agreed in writing, to insure it immediately against fire “for the account of others” and to provide evidence of this upon request; otherwise, the supplier is entitled to insure it itself at the
customer’s expense. The customer undertakes to assign any fire compensation claims to the supplier.
4. The customer may not pledge the purchased item or assign it as security without
the supplier’s consent. The customer is obliged to notify the supplier immediately in writing in the event of seizures or other interventions by third parties so
that the supplier can take legal action. If the third party is unable to reimburse the supplier for the judicial or extrajudicial costs of a lawsuit, the customer is
obliged to compensate the supplier for these costs.
5. The purchaser is entitled to resell the goods in the ordinary course of business. The purchaser hereby assigns to the supplier all claims in the amount of the
supplier’s final invoice amount (including value added tax) arising from the resale to its customers or third parties, irrespective of whether the purchased
item has been resold without or after processing. The customer is authorised to collect these claims even after assignment. The supplier’s authority to collect the claims itself remains unaffected by this, but the supplier undertakes not to collect the claims as long as the customer duly meets its payment obligations.
Otherwise, the supplier may demand that the customer disclose the assigned claims and their debtors, provide all information necessary for collection, hand
over the relevant documents and notify the debtor of the assignment.
6. If the customer acts in breach of contract, in particular in the event of default in payment, the supplier shall be entitled to take back the goods after issuing a
reminder and the customer shall be obliged to surrender them. The taking back or seizure of the goods by the supplier shall only constitute a withdrawal from
the contract if the supplier expressly declares this in writing.
7. All costs of taking back and realising the purchased item shall be borne by the customer. The realisation costs shall amount to 20% of the realisation proceeds
including VAT without proof. They shall be set higher or lower if the supplier proves higher costs or the customer proves lower costs. The proceeds shall be
credited to the customer after deduction of the costs and other claims of the supplier in connection with the purchase contrac

VII Notice of defects and liability for defects

1. If the items sold are defective, the supplier may, at its discretion, remedy the defect, deliver goods free of defects or issue a credit note for the extent of the
defective goods for the purpose of subsequent performance. The expenses necessary for the purpose of subsequent performance shall be borne by the customer insofar as they are increased by the fact that the object of delivery is taken to a location other than the customer’s place of business, unless the transfer
corresponds to its intended use.
2. If the subsequent performance fails, the customer shall be entitled to withdraw from the contract, reduce the price and claim damages in accordance with Section VIII of these General Terms and Conditions of Delivery and Payment. Subsequent performance shall generally be deemed to have failed after the second
unsuccessful attempt at subsequent performance.
3. Minor deviations of the goods from the contractually agreed quality do not entitle the customer to refuse acceptance. A minor deviation is deemed to exist if it is not likely to call into question the quality of the product from the point of view of
an end user. When assessing whether a defect is minor, the focus is therefore on the functionality of the product; Defects that do not or hardly affect the functionality of the product, such as production-related processing marks on the packaging, changes in product properties due to raw materials, minor colour
deviations in the print image, etc., are considered minor. If an actual impairment of the interests of the customer is credible, an appropriate price reduction shall
be granted.
4. Section 377 of the Austrian Commercial Code (UGB) applies to the customer’s obligation to give notice of defects. Obvious defects must be reported immediately; recognisable transport damage must be reported to the carrier on the confirmation of receipt upon delivery, otherwise it will be excluded. Hidden defects must be reported within 5 working days of discovery. In all cases of a complaint, notification must be made by email, enclosing the relevant documentation
5. The customer shall only have recourse claims against the supplier to the extent that the customer has not made any agreements with its customer that go
beyond the statutory claims for defects. Clause 1, sentence 2 shall apply accordingly.
6. Complaints are inadmissible if the goods are no longer at their destination and in their original packaging or are already being further processed. Returning the
goods without the prior consent of the supplier is not permitted. In the case of partial deliveries, these provisions apply to the delivered part in each case. Defects in part of the delivered goods do not entitle the customer to complain about
the entire delivery.
7. Changes in the legal situation applicable to the manufacture and distribution of cosmetic products after the time of production do not constitute a defect in the
goods, even if they would no longer be marketable due to changed regulations. The supplier shall promptly notify the customer of any changes or impending
changes to cosmetics law that come to its attention and that have an impact on the marketability of the products purchased by the customer.

VIII Damages

1. The supplier shall be liable for damages resulting from injury to life, limb or health based on a negligent or intentional breach of duty by the supplier or an
intentional or negligent breach of duty by a legal representative or its vicarious agents
2. The supplier shall only be liable for other damages if these are based on a grossly negligent or intentional breach of duty by the supplier or an intentional
or grossly negligent breach of duty by a legal representative or vicarious agent of the supplier.
3. The supplier shall be liable for damages not caused intentionally and not based on injury to life, limb or health, up to a maximum of the invoice amount of the
delivered goods. If these have been resold, the amount of liability shall be reduced by the value of these resold goods, provided that no complaint has been
made by the recipient.
4. Mandatory statutory product liability claims remain unaffected.
5. Liability for loss of profit is excluded, unless the supplier has acted intentionally.
6. The supplier shall only be liable for foreseeable damage typical for this type of contract.
7. The supplier’s liability for damage caused by improper modifications to the sold items by the customer or by third parties commissioned by the customer is
excluded. Furthermore, the supplier accepts no liability for advertising statements made by the customer on packaging texts or other advertising media. If
the customer exports the items sold by the supplier to areas outside the European Union, the customer shall be responsible for ensuring that the items sold
are properly labelled and otherwise marketable in the export countries.
8. When manufacturing items sold according to the customer’s specifications, the customer shall be liable for ensuring that they are entitled to all patents, utility
models and/or other industrial property rights. The customer shall indemnify the supplier against all third-party claims in this respect upon first request.

IX. Limitation period for claims

1. Unless mandatory statutory provisions provide for a longer limitation period, a limitation period of 1 year is agreed, provided that the claims are not based on
intent or gross negligence on the part of the supplier.
2. The limitation periods pursuant to paragraph 1 shall also apply to all claims for damages against the supplier in connection with the defect, irrespective of the
legal basis of the claim. Insofar as claims for damages of any kind against the supplier exist which are not related to a defect, the limitation period specified in
paragraph 1, sentence 1 shall apply.
3. The limitation periods according to paragraphs 1 and 2 shall apply with the following proviso:
a) The limitation periods shall generally not apply in cases of intent.
b) The limitation periods shall also not apply if the supplier has fraudulently concealed the defect. If the supplier has fraudulently concealed a defect,
the statutory limitation periods that would apply in the absence of fraudulent intent shall apply instead of the periods specified in paragraph 1.
c) Furthermore, the limitation periods shall not apply to claims for damages in cases of injury to life, limb, health or freedom, in cases of claims under
the Product Liability Act, in cases of grossly negligent breach of duty or in cases of breach of essential contractual obligations.
4. The limitation period for all claims shall commence upon delivery

X. Provision of goods by the customer or third parties

1. If raw materials, bulk goods or packaging materials are provided by the customer or by a third party designated by the customer, the supplier shall not be
liable and shall not provide any warranty with regard to the chemical or physical reactions of the product and the stability, durability, effectiveness or compatibility of the finished product or the packaging material.
2. The supplier shall immediately notify the customer of any defects in the materials provided that it actually notices.
3. Incoming goods inspections for materials provided shall only be carried out if the customer has given a separate written order and after both parties have signed a procedure description detailing the agreed inspection activities; liability shall only apply if the incoming goods inspection is invoiced separately by the supplier.
4. Supplied goods (including raw materials, bulk goods and packaging materials) shall only be insured by the supplier at the request and expense of the customer.
5. If the supplier incurs costs due to the provision of products by the customer that have been agreed but are defective, the supplier shall be entitled to invoice these costs to the customer with express disclosure.

XI. Place of performance, applicable law

1. The place of performance and exclusive place of jurisdiction for deliveries and payments as well as for all legal disputes arising between the parties is the supplier’s headquarters.
2. The relations between the contracting parties shall be governed exclusively by the law applicable in Austria, excluding the UN Convention on Contracts for the International Sale of Goods.

XII Final provisions

1. The rights arising from this contract may not be assigned by either of the
contracting parties without the express written consent of the other party.
2. Should individual provisions of this contract prove to be wholly or partially invalid, this shall not affect the validity of the rest of the contract; In this case, the
contracting parties undertake to replace the wholly or partially invalid or unenforceable provision with a valid or enforceable provision that comes as close as
possible to the economic purpose of the wholly or partially invalid or unenforceable provision within the framework of the overall contract.

Pure Green Cosmetics GmbH
FN 54393s
Gewerbepark 17
A-6426 Roppen