These General Terms and Conditions apply to all business relations between VSY BiotechnologyGmbH (hereinafter referred to as "VSY") and customers who are entrepreneurs in the sense of § 14 BGB.

1. Applicable Law

1. General

These General Terms and Conditions of Sale and Delivery shall apply to all contracts concluded between VSY Biotechnology GmbH, Leinfelden-Echterdingen, (hereinafter also referred to as "VSY") and the customer as well as to all other deliveries and services. They shall also apply to all future business relations with the customer, even if they are not expressly agreed again. With the placing of an order, at the latest with the receipt of the goods or the use of the service, the customer accepts the following conditions. Conditions of the customer, which VSY does not expressly recognize, are not binding for VSY, even if VSY does not expressly object. Only authorized signatories and managing directors of VSY are authorized to make changes to a contract or agreements deviating from these terms and conditions in writing.

2. Offers and Conclusion of Contract

Offers from VSY are subject to change and non-binding. The customer is bound to his order (purchase order) 8 weeks from receipt of the same by VSY. A contract is concluded when VSY confirms acceptance of the offer in writing or executes the order. The issuance of the invoice is equivalent to the order confirmation. In the interest of further technical and medical development, VSY reserves the right to make design and execution changes even after acceptance of the order, insofar as this is reasonable for the customer.

3. Prices

The price valid at the time of the conclusion of the contract shall apply, errors and misprints excepted, plus statutory value added tax. Prices are shown in Euro. If VSY has entered into a Fixed Price Agreement with the Buyer, VSY shall be entitled to adjust the agreed price accordingly if there is a period of at least four months between the placing of the order and the date of delivery and if during this period there has been a significant change either in the cost of wages, transport and/or materials of VSY or in the selling price of VSY's suppliers or if there has been a significant change in the amount of levies to be paid by VSY due to statutory regulations or ordinances and these changes have resulted in a changed cost or levy burden for VSY at the end of the 4-month period. Simultaneous increases and decreases in the various costs and charges shall be mutually offset in this calculation. Only if a significant change has then occurred in the result, VSY is entitled to a corresponding price adjustment right with disclosure of the cost development. In this case, the customer can withdraw from the contract extraordinarily.

4. Payments/Delay in Payment/Offset

Our invoices are due within 30 days from the invoice date without deductions.

VSY may refuse to accept payment instructions, checks and bills of exchange at any time. If, then the acceptance is only on account of performance. All related bank charges shall be borne by the customer. Fulfillment occurs only when the debt amount is credited to the account of VSY. Reductions for postage, transfer or similar fees are excluded. VSY is entitled to demand advance payment at any time, even for partial deliveries. If the customer is in arrears with payments, VSY is entitled to charge interest on arrears of up to 10% above the base interest rate according to § 247 BGB. VSY reserves the right to assert further rights and other claims for damages in this case. The customer is entitled to prove to VSY a lower damage caused by delay. If the customer defaults on a payment obligation that amounts to at least 15% of all VSY's claims against the customer, including those that are not due, all VSY's claims shall become due for payment in total. All payment deferrals - even in the case of acceptance of a bill of exchange - end. VSY is entitled to make the delivery of goods dependent on an advance payment in the amount of the respective value of the goods during the period of default in the aforementioned sense. VSY may stop further processing of the order and make its continuation dependent on the customer providing security in the amount of the total order value. If the customer does not provide a corresponding security within a reasonable period to be set by VSY, VSY is entitled to withdraw from the contract and to claim damages instead of performance. If the customer defaults on a payment obligation that does not reach the aforementioned amount, the statutory provisions alone shall apply. The buyer may only offset claims that are undisputed, legally established or disputed but ready for decision. He shall only be entitled to a right of retention insofar as it is based on the same contractual relationship. VSY is entitled to assign the claims arising from its business relations.

5. Delivery

Delivery dates are only binding if they are confirmed. Freight, postage, packaging and insurance, also for partial deliveries, will be charged separately. In the event of our failure to deliver or a delay in delivery, the customer may declare his withdrawal from the contract after a reasonable period of grace to be determined, which shall not be less than one month. The assertion of a claim for damages is limited in accordance with No. 13. of these GTC. Events due to force majeure, in particular also due to strikes, lockouts, operational disruptions and lack of suitable labor, raw or auxiliary materials of any kind, traffic disruptions, etc., shall entitle VSY to postpone delivery for the duration of the hindrance and/or to withdraw from the contract if delivery becomes impossible. Partial deliveries can be made by VSY and must be accepted by the customer.

6. Transfer of Risk and Transport

Unless otherwise agreed, VSY shall determine the means of transport and the transport route at its own discretion. The risk is transferred to the customer when the goods leave the factory or warehouse of VSY and have been handed over to a transport company not affiliated with VSY, but at the latest upon delivery. This also applies to partial deliveries. VSY is not obliged to take out transport insurance. In the event of damage to or loss of the goods in transit, the customer shall immediately notify the carrier in writing and inform VSY thereof.

7. Retention of Title

Delivered goods remain the property of VSY until full payment of the purchase price and settlement of all claims arising from the business relationship. Any processing or transformation of the goods subject to retention of title by the customer shall always be carried out for VSY. If the goods subject to retention of title are processed or mixed with other items not belonging to VSY, VSY shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other processed items at the time of processing or mixing. If the customer's item is to be regarded as the main item, the customer shall transfer co-ownership to VSY on a pro rata basis. The customer shall then store the item free of charge for VSY.

Upon request, the buyer is obliged to inform VSY of the extent and location of the reserved goods in his possession. The purchaser may resell goods subject to retention of title in the ordinary course of business subject to retention of title. Without VSY's approval, the customer may not pledge or assign goods subject to retention of title by way of security. The customer hereby assigns to VSY by way of security all claims arising from the resale or any other legal reason (e.g. insurance, tort) with regard to the goods subject to retention of title, including all balance claims from the current account. VSY revocably authorizes the customer to collect the claims assigned to VSY for the account of VSY in his own name. VSY may revoke the authority to resell the goods subject to retention of title as well as to collect the claim assigned to VSY if it becomes apparent that VSY's claim to consideration is endangered by the customer's lack of ability to pay. VSY is then entitled to demand information about the consignee, to inform the consignee of the subrogation and to collect claims of the customer against the consignee. If the customer in case of default of payment does not settle all due claims after request, VSY is entitled, without prejudice to further rights, to demand immediate surrender of all goods subject to retention of title which are in its ownership. The customer is not entitled to retention in this case. In such a case, the customer already now grants VSY the irrevocable right to immediately collect the goods subject to retention of title and for this purpose to enter the customer's business and storage premises without hindrance during normal business hours. VSY clarifies that the exercise of these rights is for security purposes only and does not constitute a rescission of the contract. If the value of the securities given to VSY exceeds the total amount of VSY's claims by more than 20%, the customer may demand the release of securities at VSY's discretion.

8. Notices of Defects

(this provision does not apply to consumers within the meaning of § 13 of the German Civil Code).

The customer is obliged to inspect delivered goods immediately upon receipt. VSY will only consider complaints if the customer notifies VSY of them in writing without delay. The customer must immediately notify us in writing of any defects that are not obvious. Decisive for compliance with the deadlines is the receipt of the declaration by VSY. If the aforementioned deadlines are missed, the goods are considered approved and warranty claims are excluded. Notices of defects do not affect the due date of the purchase price.

In the event of loss or damage to the delivery/goods in transit, it is necessary to send a certificate from the relevant transport company.

9. Warranty

In principle, the customer is entitled to the statutory warranty rights. The limitation period for these warranty rights is one year if the customer is an entrepreneur, but two years if the customer is a consumer.

Intraocular lenses (IOL) that have become unsterile must not be sterilized independently. In this case the warranty right expires.

The warranty expires if third parties carry out interventions or repairs without express permission. VSY does not warrant for defects caused by improper handling by the buyer, especially during transport and storage, and improper use of the item. The agreement of quality characteristics as well as the assumption of quality and durability guarantees require express agreement. If a delivery of goods is defective, VSY shall in principle only be obliged to remedy the defect or to deliver a replacement free of defects (subsequent performance). The buyer is entitled to other claims for defects, in particular the right to withdraw from the contract or to reduce the purchase price, only if VSY does not remedy the defect or deliver defect-free goods within a reasonable period set by the buyer. VSY is not obligated to subsequent performance and/or warranty as long as the purchaser is in default with the fulfillment of essential contractual obligations on his part. This shall not apply if the Buyer is entitled to a right to refuse performance or a right of retention. The Buyer may withhold payment due to defects or assert other rights to refuse performance only to the extent that the amount of the withheld payment is in reasonable proportion to the extent of the defect.

The type of supplementary performance chosen by the customer without prejudice to § 275 paragraph 2 and 3 of the German Civil Code (BGB) can be refused by VSY if it is only possible with disproportionately high costs. In this case, the customer's claim shall be limited to the other type of subsequent performance. VSY's right to refuse subsequent performance due to disproportionately high costs even under these conditions remains unaffected. If the supplementary performance fails or if VSY is not willing or able to do so, the customer may withdraw from the contract or reduce the purchase price. Subsequent performance shall be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or the defect or other circumstances in particular indicate otherwise. However, in the event of only a minor breach of contract, in particular in the event of only minor defects, the customer shall not be entitled to withdraw from the contract. If the customer also asserts a claim for damages due to a defect in title or quality, the customer shall only be entitled to compensation in accordance with Section 13 of these GTC. Warranty obligations shall not exist if the defects that have occurred are causally related to the fact that the customer has not reported a defect in accordance with Section 8 and has not immediately given the opportunity for subsequent performance or if the subject matter of the contract has been improperly handled or overused, operating or maintenance instructions from us have not been followed by the customer or the subject matter of the contract has previously been repaired, maintained or serviced in a business other than ours or one authorized by us or parts have been installed in the subject matter of the contract or parts or accessories have been used with the subject matter of the contract the use of which we have not approved or the subject matter of the contract has been modified by the customer in any other way not approved by us. These provisions shall not apply to guarantees of quality and durability or in the event of fraudulent concealment of a defect or fraudulent pretense of a non-existent quality. In the event that a guarantee is not complied with, VSY's liability shall be limited to compensation for foreseeable and direct damage that was precisely intended to be prevented by the assumption of the guarantee; unless compensation also for further damage is expressly covered by the guarantee. The assignment of warranty claims requires the express prior consent of VSY.

10. Return of Goods Free of Defects

A right to return goods is generally excluded. If a return is nevertheless made in individual cases, this shall only apply to new and originally packaged goods. Returns always require prior agreement with VSY. Goods which VSY no longer carries in its program or which were manufactured or procured at the special request of the customer will not be taken back even in exceptional cases. If VSY agrees to take back goods, 20% of the value of the goods shall be charged as a review and handling fee.

11. Liability

(1) We shall be liable in accordance with the statutory provisions, but our liability for damages shall be limited as follows:

a) In the event of simple negligence, liability shall only be assumed for injury to life, limb and health.

b) In the event of intent on the part of ordinary vicarious agents, or gross negligence on the part of legal representatives, employees or vicarious agents, liability shall be limited to the foreseeable, typically occurring damage. The limitation does not apply to damages resulting from injury to life, body or health. It also does not apply to consumers.

c) In the event of a breach of a cardinal obligation, we shall be liable in deviation from lit. a) also in the case of simple negligence, but limited as under b). A cardinal obligation is understood to be an obligation the fulfillment of which makes the proper execution of the contract possible in the first place and on the fulfillment of which the contractual partner may regularly rely.

12. The mandatory provisions of the Product Liability Act and liability in the event of a warranty shall     
remain unaffected. In the event of any other breach of duty, in particular culpa in contrahendo,     
default or tort, we shall not assume any further liability than provided for above.

13. Our legal representatives, officers and ordinary employees are not liable further than ourselves.

14. Confidentiality and Trademark Protection

Offer, sales and other documents including image, sound and other data carriers may not be handed over to third parties or unauthorized persons, neither in the original nor in copy, nor otherwise used in a manner detrimental to our interests without our approval. Furthermore, our conditions granted in an offer, in particular prices, may not be passed on to third parties, whether in writing or verbally. The customer is not allowed to use or otherwise use the name "VSY", the trademark "VSY", the logo and other signs or any designations of VSY without our written permission.

15. Resignation

Until the goods are shipped, we shall be entitled to withdraw from the contract if the customer is in breach of contract to a not inconsiderable extent, if its financial situation deteriorates significantly or if the circumstances on which the contract is based change significantly.

16. Foreign Deliveries

Due to existing foreign contracts, products purchased from us may only be exported with our express written permission.

17. Place of Performance and Jurisdiction

The place of performance for all claims of a contractual and non-contractual nature shall be Leinfelden-Echterdingen. German law shall apply exclusively to deliveries and services also abroad or to foreign customers and to contracts of all kinds. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) as well as the reference standards of German private international law with regard to contractual relationships under the law of obligations are excluded. If the customer is a merchant or a legal entity or special fund under public law, Aachen shall be the exclusive place of jurisdiction. However, VSY is also entitled to sue the customer at his place of business.

18. Data

We are entitled to process data about the customer received with regard to or in connection with the business relationship, regardless of whether such data originates from the customer itself or from third parties, in compliance with the provisions of the Federal Data Protection Act. The invalidity of individual points of the contract with the customer does not affect the validity of the remaining provisions.

Leinfelden-Echterdingen, June 2021 - VSY Biotechnology GmbH