General Terms and Conditions of Sale and Delivery of alphacaps healthcare GmbH for use in commercial transactions

Preamble

Alphacaps healthcare GmbH, Zur Rodelbahn 2b, 08541 Thoßfell, HRB 33855 (hereinafter: “achc”), is a service agency acting as a B2B intermediary between manufacturing companies (hereinafter: “Manufacturing Company”) producing food products and food supplements in various formulations and formats, and retailers, manufacturers and other entities (hereinafter: “Customer”) wishing to market such products (hereinafter: “Goods”) under their own formulation and packaging.

1. Scope of Application

(1) These General Terms and Conditions of Sale and Delivery (hereinafter: “GTC”) shall apply to all deliveries and services provided by achc in commercial transactions with businesses.

(2) Deliveries and services by achc shall be provided exclusively on the basis of these GTC. Any terms and conditions to the contrary, conflicting terms or additional terms, in particular the Customer’s purchasing terms and conditions, shall only apply if expressly agreed to by achc in writing; for such purposes, text form shall not replace the statutory requirement for written form.

(3) These GTC shall also apply to all future transactions with the Customer.

2. Customer’s Duties to Cooperate

(1) achc does not owe the achievement of any specific commercial or legal objective with regard to the Goods. Any consulting services are provided to the best of achc’s knowledge and based on previous experience and constitute non-binding recommendations only. They do not release the Customer from its obligation to independently assess whether the Goods are suitable for the purposes pursued by the Customer.

If the Customer makes use of achc’s consulting services, such advice shall be provided to the best of achc’s knowledge and belief and based on current professional knowledge and experience. In particular, such advice does not replace a legal or food-law assessment by a qualified third party (e.g. a food law expert) and does not constitute confirmation of the marketability or legal compliance of the products. The Customer shall be responsible for the marketability of the products and confirms such marketability upon approval of the respective product specification. Compliance with the approved specification shall constitute an agreed quality characteristic.

(2) achc shall specify the labelling requirements applicable to the packaging and labelling of the Goods as well as all information relevant to carrying out the production order. The Customer shall bear sole responsibility for the labelling, advertising and presentation of the Goods. The Customer warrants, in accordance with the general and specific food information, labelling and advertising laws applicable to the Goods in question, that the labelling, advertising and presentation of the contractual products are complete, accurate and lawful. Any deviations from this arrangement, such as identifying achc as an additional manufacturer on the labels, shall require a prior written agreement in each individual case.

If achc is held liable by third parties due to violations of such provisions in connection with the Goods, the Customer shall indemnify and hold achc harmless against legitimate claims by third parties, insofar as the cause of such claims originates from the Customer’s sphere of responsibility and organisation. The indemnification shall also include the necessary and reasonable costs of legal defence. This shall not apply insofar as the Customer proves that achc is responsible for the breach of duty.

The Customer shall provide reasonable assistance to achc in defending against such claims and, in particular, provide the necessary information and documents.

If changes occur to products, raw materials, packaging or legal requirements, the parties shall promptly consult with one another regarding any necessary adjustments.

The Customer shall inform achc without undue delay if it becomes aware of any circumstances that may indicate a potential risk to the health or safety of persons arising from a product.

(3) The Customer acknowledges that achc cooperates with both GSFI-certified and non-certified suppliers. Upon request by the Customer, achc shall provide information regarding the current certification status of the Manufacturing Company.

(4) The application, use and further processing of the Goods shall fall outside achc’s sphere of responsibility. The Customer shall, at its own expense, be responsible for all examinations and measures required in this context, in particular marketability assessments, labelling and any official notifications or registrations.

Notification and registration obligations for food supplements supplied in the respective country shall be the responsibility of the Customer, provided that the Customer qualifies as the entity placing the products on the market and no other agreement has been made.

(5) To the extent that acts of cooperation by the Customer are required for the manufacture of the Goods and the Customer fails to perform such obligations, achc shall be entitled, after an unsuccessful expiry of a reasonable grace period, to withdraw from the contract. Further claims, in particular claims for damages, shall remain unaffected.

(6) The Customer shall ensure that the Goods are subject to a careful incoming goods inspection.

(7) The Customer shall be responsible for complying with all national and international registration, licensing, participation, notification and reporting obligations relating to packaging and products placed on the market by the Customer, in particular under the applicable packaging, environmental and waste disposal legislation as well as the PPWR and regulations governing Extended Producer Responsibility (EPR).

Unless expressly agreed otherwise in writing, the Customer shall be solely responsible, in particular, for registration, participation in recycling systems, licensing and reporting of quantities.

The Customer shall indemnify and hold achc harmless against legitimate claims by third parties and official measures resulting from a breach of these obligations by the Customer.

(8) Packaging Law Responsibilities (PPWR / EPR)

The Customer acknowledges that, pursuant to Regulation (EU) 2025/40 on packaging and packaging waste (PPWR) and the applicable national regulations on Extended Producer Responsibility (EPR), including the German Packaging Act (VerpackG), the companies responsible are those that first place packaging or packaged products on the respective market and/or act as brand owners.

The Customer confirms that, with regard to the contractual products and packaging – in particular as brand owner and/or entity placing the products on the market – it assumes all obligations applicable to it under the relevant statutory provisions. These obligations under public law shall not be transferred to alphacaps healthcare GmbH by virtue of this agreement.

To the extent that the Customer qualifies as the responsible party under the applicable statutory provisions, it shall independently fulfil all regulatory obligations arising therefrom. This shall include, in particular, registration, system participation, reporting, information, documentation and verification obligations, including any technical documentation and declarations of conformity for packaging required under the PPWR.

The Customer shall provide alphacaps healthcare GmbH in due time with all information and packaging data required for the fulfilment of its statutory obligations, completely and accurately, insofar as such information is required in the course of the cooperation (e.g. for the preparation of specifications or internal documentation).

Where packaging data is provided by alphacaps healthcare GmbH or its suppliers, such data shall serve exclusively as a technical basis and guideline. The Customer shall independently verify such information and may only use it for its legally required registration, reporting, documentation and verification obligations after conducting its own plausibility check. The Customer shall inform achc without undue delay of any information that is recognisably incorrect or incomplete.

Unless expressly agreed otherwise in writing, achc shall not assume any registration, system participation, reporting, documentation or other obligations under the PPWR or the applicable national EPR regulations. Any assumption of individual obligations by achc shall require a separate written agreement specifically defining the scope, markets concerned and types of packaging involved.

(9) Take-Back of Transport Packaging

Transport packaging used by achc within the meaning of Section 15 of the German Packaging Act (VerpackG), in particular pallets, cardboard packaging and comparable transport packaging, shall be taken back by achc free of charge at the place where the Goods are actually handed over. The take-back shall be carried out in accordance with the statutory provisions of Section 15 VerpackG. The Customer shall have the option of returning the relevant transport packaging to achc or to the transport company commissioned by achc with the delivery at the time and place of the actual handover of the Goods.

3. Offers and Conclusion of Contract

(1) Offers made by achc shall be subject to change and non-binding and shall merely constitute invitations to the Customer to place orders, unless achc expressly designates an offer as binding.

A contract shall be concluded once the Customer accepts a binding offer from achc in writing within the period specified in the offer. If no acceptance period is specified, achc shall remain bound by the offer for a maximum of 14 calendar days from the date of the offer. Upon expiry of this period, the offer shall lapse. A late acceptance shall constitute a new offer by the Customer, which must first be accepted by achc in writing.

If the Customer subsequently withdraws from the contract for reasons for which the Customer is responsible, achc reserves the right to charge a net amount of EUR 250 as compensation for expenses incurred for development work and any samples prepared up to that point.

In the case of requests for formulations which, in achc’s assessment, require a significant amount of consulting and development work even before an offer can be prepared, achc reserves the right to charge a development fee of EUR 250 net prior to preparing an offer. Such fee shall not be refunded in the event of a subsequent withdrawal from the contract.

(2) achc shall manufacture the Goods in accordance with the statutory requirements applicable under German law, in particular the requirements of the German Food and Feed Code (LFGB) and applicable EU food law provisions. If the Customer subsequently markets the Goods abroad, achc shall not be liable for the conformity of the Goods with the regulations applicable in the country of destination. The Customer shall expressly notify achc in writing when requesting an offer of any special requirements applicable to the Goods to be manufactured that go beyond the requirements set out in sentence 1.

(3) achc shall be entitled to amend the agreed product specification, in particular the composition, raw materials or manufacturing processes, after conclusion of the contract if:

(a) this is required due to statutory or official requirements,
(b) individual raw materials or materials are unavailable or cannot be obtained on economically reasonable terms, or
(c) the amendment is necessary for production-related reasons, and the amendment is reasonable for the Customer.

An amendment shall in particular be deemed reasonable if it does not constitute a material deviation from the agreed characteristics and does not impair the usability of the Goods for the contractually intended purpose.

achc shall inform the Customer of intended amendments in good time. If the Customer does not object to the amendment within five working days of receipt of the notification, the amendment shall be deemed approved.

In the event of a timely objection, the parties shall consult with one another regarding an amicable adjustment of the contract. If no agreement is reached, achc shall be entitled to withdraw from the contract with regard to the affected part.

(4) Verbal ancillary agreements or amendments that go beyond or deviate from achc’s written order confirmation shall be invalid insofar as they are made or assured by a person who is not authorised to represent achc. Authorised persons for these purposes shall include, in addition to managing directors and authorised signatories, persons holding general commercial powers of attorney.

(5) If, after submission of the approved layout, the Customer communicates changes to product requirements or specifications for a specific contractual product (so-called subsequent changes), the Customer shall bear any additional costs incurred as a result, but in any event a flat-rate administrative fee of EUR 300 net. The administrative fee shall be charged for each subsequent change. Subsequent changes may result in an extension of the original delivery period, which shall be communicated to the Customer in the confirmation of the subsequent change. achc reserves the right to reject subsequent changes or to charge the Customer for packaging materials already ordered or expenses incurred in this regard.

4. Prices and Terms of Payment

(1) The prices stated in the order confirmation shall apply. Any discount for early payment (cash discount) shall be subject to the payment terms specified in the order confirmation. The Customer shall only be entitled to make partial payments in the event of partial deliveries or advance payments already made.

(2) All prices include packaging costs (excluding cliché costs unless otherwise stated), are net prices in euros and are subject to the applicable VAT. Prices for deliveries to an address in Germany shall be based on DDP (Incoterms 2020) unless otherwise stated in the offer.

(3) Unless otherwise agreed, the purchase price shall be due within 20 days of the invoice date. Upon expiry of this period, the Customer shall be in default of payment without the need for a reminder.

(4) If the Customer is in default of payment of the purchase price, all existing claims arising from other contracts shall become immediately due and payable. Furthermore, achc shall be entitled, without setting a further deadline, to demand the return of the Goods and/or, after setting a deadline, to withdraw from the contract.

(5) The Customer shall inspect the invoice without undue delay. If the Customer does not raise any objections to the invoice within ten working days of receipt, the invoice shall be deemed accepted.

(6) achc shall be entitled to reasonably adjust the agreed prices after conclusion of the contract if, after conclusion of the contract, material cost factors relevant to pricing change to a more than insignificant extent and achc is not responsible for such change.

Relevant cost factors shall include, in particular, raw material prices, production costs, energy, transport and personnel costs.

Any price adjustment shall only be made to the extent that the relevant cost factors have actually changed and only insofar as such changes affect the contractual performance owed.

achc shall inform the Customer of any price adjustment in good time before it takes effect. If the price increase exceeds 10% of the originally agreed price, the Customer shall be entitled to terminate the contract with regard to the unfulfilled part within seven working days of receipt of the notification of the price adjustment.

(7) If the Goods are defective, the Customer shall have a right of retention with regard to payment of the purchase price only to the extent that such retention is reasonably proportionate to the defect.

(8) The Customer may only set off amounts against the purchase price payable on the basis of claims that are undisputed by achc or have been finally adjudicated.

5. Deliveries

(1) achc shall be entitled to make partial deliveries, unless such partial deliveries are unreasonable for the Customer.

(2) To the extent that this is customary in the trade and necessary for production reasons, achc shall be entitled to make excess or short deliveries of up to 10% of the agreed delivery quantity. The total price shall be increased accordingly in the case of excess deliveries and reduced accordingly in the case of short deliveries, so that the unit price remains unchanged.

(3) Complete and timely self-supply of raw materials shall remain subject to availability. achc shall be entitled to withdraw in whole or in part from the contract insofar as insufficient self-supply results in a failure to deliver to the Customer and achc is not responsible for such failure.

(4) If the Customer is supplied under a contract for successive deliveries, achc shall be entitled to refuse delivery if and for as long as the agreed credit limit is exhausted by the Customer’s latest order (Section 320 German Civil Code – BGB).

6. Delivery Periods, Delay in Delivery and Consequences of Default

(1) Delivery periods stated in the order confirmation shall, unless expressly agreed otherwise, be non-binding and approximate. Binding delivery periods shall be separately designated as such in the order confirmation.

(2) If a binding delivery date has been agreed and achc is culpably in default with delivery, the Customer shall grant a reasonable grace period. As a rule, a reasonable period shall be two weeks. If achc still fails to deliver after expiry of the grace period, the Customer shall be entitled to withdraw from the contract to the extent of the non-delivery. The Customer’s right to claim damages in addition to withdrawal shall remain unaffected.

(3) Delivery periods shall commence at the earliest upon dispatch of the order confirmation, but not before the Customer has fully provided all information and fulfilled all cooperation obligations required for execution of the contract.

(4) In the event of delivery delays caused by events for which achc is not responsible, the agreed delivery period shall be extended by the duration of the event plus a reasonable period required to restart the production process (so-called start-up period). If the event continues for more than six weeks from the agreed delivery date, either party shall be entitled to withdraw from the purchase contract in whole or in part. Further claims by the parties shall be excluded. Events within the meaning of sentence 1 shall include, where achc is not responsible, non-delivery or late delivery by raw material suppliers, force majeure, shortages of raw materials, delays or disruptions due to strikes, delays or disruptions due to pandemics, transport delays and operational disruptions.

(5) If the Customer is more than two weeks late in accepting the Goods, achc shall be entitled to charge customary storage fees for each month. The right to assert further claims for damages shall remain unaffected.

7. Shipment and Transfer of Risk

Deliveries within Germany shall be made DDP (INCOTERMS 2020). The place of delivery shall be specified by the Customer for each individual order and confirmed by achc in the order confirmation. Prior to final shipment (following notification by achc that the Goods are ready), the Customer shall have the option of changing the delivery location within Germany by notifying achc in writing or in text form within two working days.

8. Warranty for Defects and Liability

(1) The scope and characteristics of the Goods shall be determined exclusively by the product requirements and specifications agreed between the parties and by achc’s order confirmation. Public statements, promotional claims or advertising shall not constitute an agreed quality characteristic. No other express or implied warranties shall exist with regard to the products, except for separate agreements concluded with the Customer and agreed in writing by authorised persons (No. 3.7).

(2) Unless expressly agreed otherwise, achc does not warrant that the Goods are suitable for a specific purpose pursued by the Customer. The Customer shall be solely responsible for compliance with statutory requirements relating to placing the Goods on the market, in particular labelling, advertising and presentation.

(3) If the Customer is responsible for product damage or a defect in the Goods (including their marketability or any deviation from the agreed characteristics), the Customer shall, upon first demand, indemnify and hold achc harmless against claims for damages by third parties to the extent that the cause originates from the Customer’s sphere of control and organisation. The Customer shall also indemnify and hold achc harmless against any claims under product liability law or other statutory claims by third parties where and insofar as such claims are based on the product composition and its use or on other defects in the product and its presentation. The indemnification shall also cover any litigation costs reasonably incurred by achc in protecting its interests. This shall also apply where no actual product defect exists but a defect is merely alleged by third parties. To the extent that the Customer is required to indemnify achc under this agreement and achc has a corresponding claim for damages or reimbursement of costs against third parties, achc shall assign such claims for damages or reimbursement of costs to the Customer in the amount of the indemnification.

(4) The Customer shall inspect the Goods immediately upon delivery and notify achc without undue delay of any apparent defects. Obvious defects must be reported in writing no later than five working days after delivery. Hidden defects must be reported in writing without undue delay after discovery and no later than five working days after becoming aware of the defect. If a proper notification of defects is not made, the Goods shall be deemed approved with regard to the relevant defect. In all other respects, Section 377 of the German Commercial Code (HGB) shall apply.

(5) The Customer shall not be entitled to assert claims for defects where the Goods deviate only insignificantly from the agreed characteristics or where their usability is only insignificantly impaired.

(6) In the event of justified defects, achc shall, at its discretion, be entitled to remedy the defect by repair or replacement delivery. If subsequent performance fails, the Customer shall be entitled to the statutory rights.

(7) If a notification of defects proves to be unjustified, the Customer shall reimburse achc for the expenses incurred in examining the alleged defect, unless the Customer is not responsible for having made the unjustified notification.

9. Liability Claims

(1) In the event of a slightly negligent breach of material contractual obligations (cardinal obligations), achc’s liability shall be limited to the foreseeable damage typically associated with the contract.

(2) In all other respects, achc’s liability for slightly negligent breaches of duty shall be excluded.

(3) The limitations of liability shall not apply:

(a) in cases of intent or gross negligence,
(b) in the event of injury to life, body or health,
(c) under the German Product Liability Act,
(d) where a guarantee has been assumed,
(e) in the event of fraudulent concealment of a defect.

(4) To the extent that liability is excluded or limited, such exclusion or limitation shall also apply in favour of achc’s legal representatives, employees and vicarious agents.

(5) Except in the cases set out in paragraph 4, achc shall not be liable for indirect damages, in particular loss of profit or other financial losses.

10. Limitation Period

(1) Claims by the Customer based on defects in quality or title shall become statute-barred within one year from delivery of the Goods.

(2) The statutory limitation periods shall apply instead:

(a) in cases of intent or fraudulent concealment of a defect,
(b) where a guarantee has been assumed,
(c) to claims for damages arising from injury to life, body or health,
(d) to claims under the Product Liability Act,
(e) in cases of grossly negligent breaches of duty.

(3) Other claims for damages that are not based on a defect shall likewise be subject to a limitation period of one year from the date on which the Customer became aware, or should have become aware through gross negligence, of the circumstances giving rise to the claim.

11. Customer’s Right of Withdrawal

(1) Within the scope of the statutory provisions, the Customer may only withdraw from the contract if achc is responsible for the breach of duty; the right of withdrawal due to force majeure pursuant to Section 6 (4) shall remain unaffected. If the Customer claims that achc has breached a contractual obligation, the Customer shall, within a reasonable period after being requested to do so by achc, declare whether it intends to withdraw from the contract due to the breach of duty or continue to insist on performance of the contract.

(2) The statutory provisions governing the Customer’s right of withdrawal in the event of defects in the delivery shall remain unaffected.

12. Retention of Title

(1) The Goods delivered by achc shall remain the property of achc until all claims to which achc is entitled against the Customer arising from the business relationship have been satisfied in full.

(2) The Customer shall be entitled to process or transform the Goods. Such processing or transformation shall be carried out on behalf of achc, so that achc shall acquire ownership or co-ownership of the newly created item in accordance with the following value ratio. If the value of the Goods delivered by achc is lower than the value of the Goods owned by the Customer and/or lower than the value of the processing, achc shall acquire ownership of the newly manufactured Goods in proportion to the value of the Goods delivered by achc (gross invoice value) to the value of the other Goods processed by the Customer.

(3) In the event of inseparable mixing or combination of the delivered Goods with Goods not owned by achc, achc shall acquire ownership or co-ownership in accordance with paragraph 2 above.

(4) The Customer hereby assigns to achc, by way of security, its claims against its customers arising from the resale of the delivered Goods or Goods newly created through processing, including any current account balance claims. The assignment shall be limited to the amount corresponding to the invoice amount charged by achc to the Customer.

(5) Unless revoked, the Customer shall be authorised to collect the claims assigned to achc. The Customer shall immediately forward to achc any payments received in respect of the assigned claim up to the amount of the secured claim.

(6) achc may revoke the collection authorisation if there is a legitimate interest and may require the Customer to disclose the assignment by way of security to its customer. If achc revokes the collection authorisation, the Customer shall provide achc with all information and documents necessary for achc to assert its rights against the Customer’s customer. A legitimate interest justifying revocation shall exist in particular in cases of default in payment, cessation of payments, imminent insolvency or impending enforcement measures against the Customer’s assets.

(7) For as long as retention of title exists, the Customer shall not be entitled to pledge the Goods or transfer ownership thereof by way of security. If the Goods delivered by achc are subject to enforcement measures, the Customer shall inform achc without undue delay.

13. Customer-Supplied Materials

(1) If the Customer provides achc with materials (raw materials, packaging) for the manufacture of the Goods (customer-supplied materials), such materials shall be stored at the respective Manufacturing Company at the Customer’s risk. Storage shall constitute a contractual ancillary obligation. achc shall only be liable for damage to or unusability of customer-supplied materials in the event of a culpable breach of its duty of care.

(2) The Customer shall insure customer-supplied materials against customary risks at its own expense.

(3) The Customer warrants that the customer-supplied materials are free from third-party rights and that the Customer has sole power of disposal over them. The Customer further warrants that the customer-supplied materials have been manufactured in accordance with the applicable statutory provisions, in particular food safety requirements.

(4) Customer-supplied materials shall be delivered DDP, at the Customer’s expense and risk, to the Manufacturing Company designated by achc. The carrier’s driver must carry complete documentation. A delivery note must be enclosed with the Goods in order to ensure direct allocation. Acceptance shall be refused if complete delivery documents are not provided or if a vehicle suitable for loading/unloading at the loading bay is not used.

(5) Upon completion of the order, the Customer shall promptly take back any surplus customer-supplied materials at its own expense and risk. If the Customer fails to do so, achc shall be entitled, after expiry of a reasonable grace period, to charge the Customer customary storage fees.

(6) The Customer shall provide the documents requested for the release of customer-supplied materials prior to delivery of such materials.

(7) Customer-supplied materials may only be delivered following prior approval and agreement. If this requirement is not complied with, the Customer shall bear any costs incurred due to refusal to accept the customer-supplied materials upon receipt.

14. Place of Performance, Jurisdiction and Applicable Law

(1) The place of performance shall be the registered office of achc.

(2) If the Customer is a merchant within the meaning of the German Commercial Code (HGB), the courts at the registered office of achc shall have exclusive jurisdiction over all disputes arising from or in connection with deliveries and services by achc, including these GTC. However, achc shall also be entitled to bring an action at the Customer’s general place of jurisdiction.

(3) German law shall apply, excluding its conflict-of-law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15. Data Protection

achc shall collect and store Customer data that is necessary for processing orders and performing the contract. Such data shall be subject to the applicable data protection regulations.

16. Final Provisions

(1) Individually agreed arrangements shall, solely for evidentiary purposes, be recorded in writing without undue delay.

(2) The requirement of written form shall also be satisfied by text form within the meaning of Section 126b of the German Civil Code (BGB). This shall not apply where a stricter statutory form is required.

(3) Should any of the above provisions be wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.

Status: August 2026