§ 1 General

1. The Terms and Conditions set out below shall form part of any purchase agreement concluded with us, Denk Ingredients GmbH, Neherstraße 9, 81675 Munich, Germany. Our General Terms and Conditions of Purchase shall apply in accordance with the most recent version and to all subsequent transactions without any need of express reference thereto or agreement thereon at the conclusion of such transaction.

2. We hereby object to any counter confirmation, counter offer or other reference by the supplier to its general terms and conditions, any dissenting terms and conditions of the supplier shall only apply if we have expressly confirmed the same in writing. If we accept delivery or performance without an express objection, then this shall in no way be deemed as recognition or consent to those other terms and conditions.

§ 2 Conclusion of contract

1. Only our written purchase orders are binding. Any orders, agreements or contractual amendments communicated orally or via telephone, fax, internet or e-mail shall only become legally binding if confirmed by us in writing.

2. Our Orders are only valid and binding for a period of one week after
placement, unless another period of acceptance was expressly agreed upon. Late acceptance leads to a new offer by the supplier. We remain title to any documents and materials submitted by us to the supplier in the course of an order and they shall not in any way be forwarded or communicated to any third party and in particular shall not be used for advertising or competition purposes.

§ 3 Passing of risk, Place of performance, Documents

1. The place the risk passes, the place of delivery and the place of performance within the meaning of the applicable regulations shall be the place designated by us in each purchase agreement. In general, our place of business shall be the place of performance unless otherwise agreed upon in each purchase agreement. In case we pick up the goods the place of performance shall be the place designated by us. The goods will be inspected at the designated place; their condition at that time shall be decisive. In case of pick up we bear the risk of transportation.

2. Supplier shall deliver the goods with all required documents indicating our reference number/purchase number. In case supplier omits the above indication, processing the deliveries could cause delays we shall not be held responsible or liable for.

3. For a period of at least 5 years from the date of each shipment of Products, supplier agrees to keep complete records of the manufacture, storage, shipment and sale of the goods and, upon our request to make these records available to us upon demand.

§ 4 Delivery

1. Unless period and time of delivery have not already been agreed upon in each purchase agreement, supplier shall inform us about the delivery time at least two days prior to delivery.

2. In case supplier fails to deliver on time, upon expiry of a reasonable cure period set by us, we will be entitled to rescind the purchase agreement or claim damages for delayed delivery or non-performance. In case of a firm deal, an extension period is not required. In addition, we will be entitled to claim damages for delay of delivery in the fixed amount of 1% of the value of goods to be delivered per finished week, however not more than 10% in total. Additional legal claims remain unaffected. In particular, in addition to claiming performance, we remain entitled to claim any other agreed contractual penalties. The supplier is permitted to show that damage or decrease in value has either not occurred or is substantially less than the lump sum.

3. Supplier shall immediately inform us in writing if circumstances occur or become known to cause or threaten delay of delivery.

§ 5 Prices and Payment

1. Prices stated in our orders are binding. Unless otherwise agreed upon, prices include packaging, shipping, customs and any other public charges. Supplier shall bear costs for disposal of packaging.

2. Invoices shall only be processed by us if they contain our relevant reference or purchase number.

3. The purchase price shall be due only after full fulfillment of the supplier’s duty to deliver. We accept delivery in installments only under reserve. We shall have the right to choose the payment method. We shall be entitled to offset any claims against the supplier’s claims. Notwithstanding the aforementioned, we remain all applicable legal rights to retain payments.

4. Supplier shall not be entitled to assign or pledge or in any other way dispose claims and rights against us to the benefit of third parties with the exception of agreements with its pre-suppliers regarding the retention of title to goods.

§ 6 Defects

1. Supplier shall deliver the exact amount of goods ordered. Deviations shall entitle us to refuse delivery or to claim subsequent delivery. Supplier shall bear any costs caused by short delivery.

2. Delivered frozen goods breaking the cold chain shall be deemed defect.

3. Supplier agrees to conduct at its own cost an analysis or testing of samples of the goods or samples of any components thereof in accordance with any testing schedule that we may impose from time to time or in case of defects. For such purposes supplier agrees to send such samples to laboratory facilities selected in our sole discretion. Supplier agrees to pay the reasonable costs of any such third party laboratory testing.

4. Objections shall be raised by us within two weeks after delivery, in case of hidden defects within two weeks after notice of such. §§ 377, 378 of the German Commercial Code (HGB) shall not apply. Warranty claims shall be time-barred after 36 months. We shall be entitled to all applicable legal rights and remedies in case of defects. Notwithstanding the aforementioned, we shall be entitled to rescind the agreement in part if such partial recession is reasonable and at our discretion to claim cure of defects or replacement. Furthermore, we explicitly remain the right to claim damages, in particular for non-performance. In case of reduction of payment we shall be entitled to withhold a reasonable portion of the outstanding amount until the amount to be reducted has been clarified. All costs and damages in connection with justified objections, in particular costs for laboratory testing and subsequent damages and loss of profit shall be borne in the full amount by the supplier. In case refused goods are taken back by the supplier or in case of acceptance of goods by us to an agreed lower price our objection shall be deemed accepted by the supplier. Payments shall not constitute a waiver of any claims or legal remedies.

§ 7 Representations and Warranties

Supplier represents and warrants as follows:

a) Specifications agreed upon shall be deemed guaranteed by the supplier.

b) The goods shall comply in all respects with all applicable laws, rules and regulations of the country where the goods are manufactured, stored or through which it is shipped, and the countries where the goods shall be used (including, but not limited to, the laws rules and regulations applicable to food, cosmetic products and medicinal products).

c) The goods shall be manufactured to a high quality and in accordance with best industry practice. The goods are safe, merchantable and fit for their intended purpose and shall comply fully with the specifications in every respect.

d) The goods are labeled as required by the specifications and by law (including, but not limited to, the laws of the country of manufacture and intended country or countries of use).

e) The goods are free from any rights of third parties and do not violate the rights of third parties.

f) None of the goods shall contain any genetically modified organisms, or any ingredients components or products which are derived from the use of gene technology, save to the extent declared to, and previously agreed in writing by us.

§ 8 Product Liability and Indemnification

Supplier agrees to full indemnification of us (or any of our affiliate companies) from any liability/claim as a result of the manufacture, delivery and storage of the goods. It shall refund to us any payments that we shall have made to satisfy such justified claims. The duty to indemnification and refund shall not apply if the underlying incident shall have provably been caused through gross negligence or willful misconduct by us any of our employees, representatives, agents or any affiliate. Supplier shall immediately notify us of any litigation that shall have been started or of any claims that shall have been raised against it and shall upon our demand make available to us all relevant documents.

§ 9 Final Provisions

1. For our benefit, the courts of Munich, Germany shall have jurisdictions over all disputes arising from these Terms and Conditions and any agreements concluded with the supplier.

2. These Terms and Conditions and any agreements concluded with the supplier shall be subject to German law and not to the provisions of the UN Convention on Contracts for the International Sale of Goods.

3. The invalidity of any provision of these General Terms and Conditions shall not affect the validity of the other provisions. Invalid provisions shall be deemed as replaced by such valid provisions that shall be suitable to implement the economic purpose of the deleted provision to the greatest extent possible.

§ 10 Online Shop

10.1 Denk Ingredients GmbH, Neherstraße 9, 81675 Munich, Germany (hereinafter the “Supplier“) operates an online shop on its website at www.denkingredients.de and www.denkingredients.com,
where visitors to the website (hereinafter the “Customer“) can buy goods, specifically raw materials for nutritional supplements and food. The following General Terms and Conditions, in the version
applicable at the time of the order, shall apply exclusively for the business relationship between the Supplier and the Customer.

10.2 By sending the order via the online shop or accepting the delivery, the Customer recognises these Terms and Conditions as being binding. Deviating conditions of the Customer are not recognised,
unless the Supplier explicitly agrees to their validity.

10.3 These Terms and Conditions only apply to contractors. In accordance with Section 14 BGB [German Civil Code], a contractor is a natural person or legal entity or a legal partnership which, in
concluding a legal transaction, exercises its commercial or independent professional activity. No sales are made to consumers.

10.4 The languages in which contracts can be concluded are German and English.

§ 11. Online Registration

11.1 The Provider’s online services are available to registered and non-registered users alike. Registration at www.denkingredients.de and www.denkingredients.com is free of charge and can be
cancelled at any time without notice. Cancellation can be made, with no specific form being required, by sending an email to info@denkingredients.de.

11.2 Only contractors (a definition can be found under Clause 1.3 of these Terms and Conditions) may register for this online shop and must provide a valid VAT ID number.

11.3 In the event of registration, the Customer must provide all data requested completely and truthfully. Should the Customer provide false information, the Supplier is authorised to restrict, block
or delete the user account. When selecting measures, the Supplier observes the legitimate interests of the Customers affected and their negligence. Should the Customer’s data change during membership, it
undertakes to amend its user profile immediately to reflect the change.

11.4 When registering, the Customer selects a username and a password (hereinafter “user data”). Usernames that infringe upon the rights of third parties – particularly copyrights and trademarks – or
which otherwise violate the law or public policy are not permitted.

11.5 The Customer undertakes to treat user data confidentially and to prevent it from being accessed by unauthorised third parties. The Customer undertakes to inform the Supplier immediately should
there be evidence that the member account has been misused.

11.6 The Supplier reserves the right to delete user accounts that have not been accessed for six months or for which the Customer can no longer be reached via the email address provided.

§ 12. Conclusion of Online Contract

12.1 The representation of products in the online shop constitutes a non-binding online catalogue and not a legally binding offer. By sending an order by clicking on the order button, the Customer
makes a legally binding offer to purchase the goods contained in the basket (hereinafter the “Order“). The Order can only be made and submitted when the Customer accepts these Terms and Conditions by
clicking on the “Accept Terms and Conditions” button and, thereby includes them in its Order.

12.2 The sending of a confirmation email by the Supplier does not constitute acceptance of the Order. This merely confirms receipt of the order. The Order shall be accepted within two weeks of
receipt of the Order, either by delivery of the goods ordered or by sending an email in which the acceptance is explicitly declared to the Customer (hereinafter “Acceptance“). Decisive for the calculation
of the deadline is the receipt of the declaration of acceptance via email, or the delivery date in the event of delivery.

12.3 The text of the contract is saved by the Supplier following the conclusion of the contract and can be viewed by the Customer online, provided that said Customer has a user account.

§ 13. Data Protection

13.1 The collection, processing and storage of data takes place exclusively in accordance with the guidelines of the German Data Protection Act. Reference is also made to the Privacy Statement relating to user
consent and further information on the collection, processing and use of data, which can be viewed on the Provider's website at www.denkingredients.de or www.denkingredients.com at any time via the “Data
Protection" button.


Munich, May 2017
Denk Ingredients GmbH, Neherstraße 9, 81675 Munich