ARTICLE 1 GENERAL

1. In these General Terms and Conditions of Sale and Delivery, hereinafter referred to as: “Terms”, the following terms are understood to mean:

a. Renovaro Cube, also trading under the name(s) and/ or though (its) other (white-)labels, with these Terms, referred to as: “Seller”.

b. Buyer: any legal entity that buys products and/ or services from Seller.

c. Parties: Seller and Buyer together.

d. Products: all articles and services that Buyer orders and/ or purchases from Seller.

e. Purchase Order: every purchase Buyer makes/ places: every sale between Parties.

2. No Purchase Order is binding unless accepted by Seller in writing.

3. These Terms apply to all agreements regarding sales of Products between Parties.

4. Deviations from and/ or additions to a provision in these Terms can only apply if agreed in writing: no other agreements are applicable unless GEDi has accepted these in writing.

ARTICLE 2 SALES AGREEMENTS/PURCHASE ORDERS

1. Any sales agreement will enter into force once Seller has issued a (Purchase) Order confirmation with the specific conditions of sale agreed with the Buyer by any means.

2. If any changes are required by the Buyer after Seller having sent the (Purchase) Order confirmation, those changes are subject to acceptance by Seller and any potential additional costs will be invoiced to the Buyer.

3. Confirmed (Purchase) Orders cannot be put on hold/cancelled without Seller’s written confirmation. The part of the price for the confirmed (Purchase) Order paid in advance by Buyer, in case of cancellation for reasons beyond control of Seller, shall not be reimbursed.

4. All offers and quotations from Seller are without obligation for Seller and no rights can be derived from them. Possible commitments from Seller do only bind Seller if these are confirmed by legal representatives of Seller.

5. Offers are valid only for a specific period of time and can be subject to further alterations.

6. If delivery has to take place without prior written order confirmation, the sales contract shall come into effect upon the delivery.

7. Seller’s failure to exercise any right shall not be deemed to be a waiver of such right.

8. Seller has the right to refuse an order from the Buyer if the Buyer appears not to be creditworthy (anymore).

9. Seller may require additional security from Buyer for the fulfillment of its obligations. In case Buyer does not guarantee payment, Seller shall be entitled to withdraw from the sales contract and refuse to deliver without any kind of compensation.

10. If Seller’s undertaking changes significantly (merger, acquisition or division), this shall not be deemed a breach of the contract and neither Party shall be entitled to terminate the contract. Parties shall be subrogated in all rights and obligations. In case or internal reorganizations Seller has a right to re-assign a contract Purchase Order to a company in the Group of Seller and will inform Buyer.

11. In case of typos, printing or typing errors, Seller is not bound by this, meaning Seller can not be required to sell the Product to Buyer based on the mistype or misprint.

ARTICLE 3 PRICES

1. Prices are as stated in the purchase and the confirmation of the (Purchase) Order, which must mention the purchase order submitted by the Buyer and accepted by both Parties.

2. Prices agreed on are limited to the purchase order to which they refer and are not binding for future or simultaneous orders.

3. Prices are free carrier, ex works, do not include any Products sales tax and/ or value added taxes, customs duties or charges from insurance, tariffs associated with an order, transportation, shipping, storage, handling, or similar.

ARTICLE 4 PAYMENTS

1. Payment will be in euros and shall be made either prior to the collection or delivery of Products, or no later than invoice against delivery, according to the specific terms stated in the confirmation order issued by Seller.

2. Payment of the (Purchase) Order is to be settled against delivery of Products. Any other kind of payment will require agreement in writing by both parties, in order to avoid considering it as a delay, and will be ruled by the aforesaid agreement.

3. In cases of payment agreed by instalments, default in payment of one instalment on the due date contractually agreed, will entitle Seller to consider the contract voided by Buyer, withdraw from it and claim anticipate payment of the whole debt.

4. Once a payment by instalments is on, Buyer cannot fail to comply with first payment and shall not be entitled to cancel the order based on not fulfilling said first payment. Notwithstanding set forth before, if Buyer decides to cancel the order after several partial deliveries, any amount received by Seller related to Products already delivered shall remain Seller’s property and shall not be subject to any claim for its return, being Seller entitled also to claim for damages and losses for said partial cancellation of the order.

5. Regardless of the place of delivery of the Products or documents, the place of payment will always be Seller’s place of business.

6. Buyer will not have the right of retention of payments.

7. Seller has the right to set off. The right to set off or suspension by Buyer is excluded.

8. If Buyer fails to pay an invoice in time, constitutes a fundamental breach of contractual obligations by the Buyer.

9. In the event of default in payment of one invoice on due date, Seller will be entitled to receive a fixed compensation amounting to 10% (ten percent) of the invoice amount accounting as a damage provision, without prejudice of the right to claim, if existing, for more damages.

10. Once Buyer has been formally requested for payment, if the debt has not been settled within eight days after receiving the formal request, Seller shall be entitled either to bring legal action against Buyer claiming for performance of the contract agreed and for the immediate payment of all compensations as in this agreement and claim in this case for return of Products according to this agreement.

11. The declaration of bankruptcy of the Buyer or any other situation of insolvency (whether legally declared or not) that may suppose a change in its financial position affecting its credit worthiness, will entitle Seller to claim for immediate payment, without having to be subject to the dates agreed, of all Products delivered and not yet paid by Buyer.

ARTICLE 6 RETENTION

1. Supplied Products shall remain Seller’s property until fulfilment by Buyer of its payment obligations, and other obligations of Buyer under this agreement, as described above.

2. Buyer is not entitled to pledge or transfer as security any Products being subject to retention of title and shall immediately inform Seller about attachments or seizures or any other disposals by third parties.

3. Buyer is obliged to communicate to Seller all the eventualities that may affect the Products while still property of the Seller. Buyer is also obliged to designate the Seller as beneficiary of all the insurance policies covering the Products subject to retention of title.

4. Buyer herewith already assigns its claims and other rights based on sale and agreement on retention of title to the Seller. At Seller’s request, Buyer is obliged to disclose assignment to its own Buyers and to provide Seller with the appropriate information and necessary documents for the enforcement of its rights against such Buyer’s Buyers. At request of the Seller the Buyer must notify this assignment to its own Buyers.

5. The total amount of the claims and other rights of the Buyer assigned to Seller and cashed will be applied to the settlement of Buyer’s debt as follows: Firstly to the default interests agreed; secondly to the payment of the penalty clauses agreed, and the rest to the payment of the outstanding amount of the invoices and partial payments will not imply an obstacle to an eventual claim of the Seller based on the retention of title agreed hereof.

6. Should Buyer avoid fulfilment of payment according to the conditions set forth in these general conditions of sale, Seller is entitled to withdraw from contract and claim for the return of the Products subject to retention of title clause, whether they are processed or not.

7. In case Seller recovers Products being processed, and once they have been sold to a third party, Buyer shall reimburse Seller the difference between price of sale of Products before and after being processed.

8. Buyer shall not be allowed to avoid return of the Products supplied after being requested to do so by the Seller for the first time, in accordance with retention of title agreed hereof.

9. In the case of the retention of the title being considered as invalid in the country to which the Products have been forwarded, such security for the purchase price claim of the Seller shall be deemed to have been agreed upon, which can be validly stipulated in the respective country, and which corresponds as close as possible to the retention of title from the economical point of view. Buyer shall be committed to take and perform all steps and measures insofar as actually or legally necessary.

ARTICLE 7 RISKS

1. Unless specified otherwise in writing, the risks shall be transferred to the Buyer once the Products are ready to be taken by the Buyer from the Seller’s plant before loading.

2. IF Buyer fails to collect the Products, Seller may store them at Buyer’s risk and expense and, following a notification of their availability, invoice them as having been delivered.

3. Delays in inspection of Products, according to provisions in these Terms shall not allow Buyer to delay reception of the Products and delay payment or the transfer of risk.

4. In any case, and without prejudice to any disagreement about quantity or quality of the Products, or any other that could arise between Seller and Buyer, the Products shall be always considered received and risk transferred to Buyer from the moment Products are stored in Seller’s factory, ready to be taken by the Buyer from the Seller’s plant before loading.

ARTICLE 8 STORAGE

1. If Buyer requests for temporary storage of the Products at Seller’s plant/warehouses, the storage shall not exceed 7 (seven) days without costs for Buyer and Buyer shall reimburse Seller for all the agreed storage costs and expenses that exceeds this period.

2. Once expired the period of 7 (seven) days for storage, Seller shall issue a formal notice to Buyer to collect the Products of the contract within 15 (fifteen) days, and after expiry of said date, in case the Products have not been collected by the Buyer, consider the Products of the contract abandoned and proceed according to set forth in clause 9.2.

3. Notwithstanding set forth above, any risks relating to the Products shall be transferred to Buyer upon delivery to the storage location even if said storage location is the plant/warehouse of the Seller, and in any case, Seller shall not be liable to Buyer for any damages, costs and expenses, of whatsoever kind and nature, however arising from or related to the surface deterioration of the Products due to weather conditions.

ARTICLE 9 DELIVERY

1. The statements regarding delivery times are made according to best discretion without being binding, and shipping dates and schedules are quoted based on actual and timely receipt of raw materials in conformity with the specifications.

2. Should Buyer refuse to collect the Products of the order or part of the Products, Seller shall be entitled to issue an invoice for the Products supplied and store the Products.

3. After submitting a formal notice to the Buyer to collect the Products once the free-of-charge storage period has expired, Buyer shall collect the Products within 15 (fifteen) days from the issue of the formal notice and reimburse Seller for all the expenses and consequences of any kind incurred by Seller for storage of the Products.

4. Once the period of 15 (fifteen) days after formal notice has expired, Products shall be considered abandoned, and Seller shall be entitled either to deliver, destroy, or resell them at Buyer’s expenses. Buyer waives all action against Seller in that case, and procures a waiver from the insurance, and any other entity, Buyer, subsidiary or person affected.

5. All storage costs, fines by authorities, tariffs, custom duties and any other expenses generated as a consequence of the Buyer’s refusal to collect the Products at due time, shall be borne by Buyer, who shall indemnify and hold harmless the Seller from any damage or loss of any kind or nature.

6. Seller is entitled not to supply the whole quantity that Buyer has ordered in one delivery but can make partial shipments. Each shipment is to be considered as a separate and independent transaction and may be invoiced separately.

7. Delays in inspections of Products by Buyer will not allow Buyer any further delay to collect the Products, acceptance of the consignment or payment of deliveries.

8. All deliveries are subject to the normally accepted tolerances in dimensions and weight.

9. Upon delivery, Buyer shall carry out an inspection of the Products to verify all the basic characteristics of the products according to order confirmation, and any apparent damage to the Products, or defects based on quality, quantity, or any other disagreement that could be noticed through a reasonable check shall then be noted and stated expressly by the Buyer

in the documents of reception of Products.

10. Exchanging or returning a Product purchased by Buyer is not possible.

11. Seller is never obliged to exchange or take back purchased Products if the Product has been damaged or has been incorrectly used.

ARTICLE 10 GUARANTEES

1. Seller warrants that Products of its own design and fabrication will perform in accordance with the performance specifications contained in Seller’s quotation while the Products are stored and used in proper conditions as specified by Seller within stated and customary limits of such Products.

2. Products obtained by Seller through its third-party suppliers are subject to the warranty terms of those suppliers, unless otherwise provided by law. The warranty on Suppliers own brand products means that Products that show material and/or construction defects, are repaired, replaced or that the purchase price is refunded to the Buyer, less any depreciation for the period of use of the Product. The term and content of the warranty depends on the product and is determined by Seller per Product (type).

3. Seller warrants that Products it pursuant to specifications provided by Buyer shall be manufactured in accordance with such specifications. Seller does not warrant performance of Products manufactured pursuant to specifications furnished by Buyer and such Products are sold to Buyer on the express understanding that Seller does not warrant that such Products are fit for Buyer’s purposes.

4. Seller’s obligation to remedy defective Products or workmanship is limited to Seller’s option to either repair or replace the defective Products or refund or credit the purchase price as to the Products affected. No allowance shall be granted for alterations made by Buyer without Seller’s prior written consent. No charges by Buyer shall be allowed by Seller regarding the expense of replacing the defective Products.

5. Warranties shall be voided as to any part of the Products that have been subject to abuse, misuse, improper storage, accident, negligence, use other than as designed or intended, or modification not specifically authorized by Seller.

6. The warranty does not cover defects in the Products that have arisen as a result of normal wear and tear, or by external cause, such as damage caused during transport by Buyer.

7. No right to warranty exists if the Product has been used incorrectly or carelessly, or if without permission from Seller the Product has been changed.

8. Unless agreed in writing by Buyer and Seller, Seller makes no warranty or representation that the Products will conform to federal/ state/ local laws, regulations, codes/standards.

9. Seller’s maximum liability to Buyer, whatever the cause, is specifically limited to the purchase price of the Products affected.

10. These warranties are in lieu of all other warranties, express or implied, arising by law or otherwise, including without limitation the implied warranties of merchantability and fitness for a particular purpose, which are hereby expressly disclaimed and waived. These warranties constitute Seller’s sole and exclusive warranty for defective Products and for patent infringement and constitute Buyer’s sole and exclusive remedy for defective Products and for patent infringement.

11. Only complaints received by certified letter with acknowledgement of receipt with full fulfilment of conditions stated above, and within the dates stated below, will be admitted.

12. For all complaints related to disagreements between the delivery and the order about quality and quantity of the Products supplied, 5 (five) working days from the receipt of the Products in the place agreed or in absence of agreement at Seller’s place.

13. No claims shall be accepted by Seller in respect of any defect, deficiency, and failure of Products to meet the specific terms of the order after that date which a reasonable inspection should have revealed but for which such inspection was not made.

ARTICLE 11 LIABILITY

1. The total liability of Seller for all claims of any kind arising from or related to the performance or breach of the contract with Buyer, including undo obligations, shall not exceed the (i) contract price, or (ii) if Buyer places multiple order(s), the price of each particular order for all claims arising from or related to that particular order.

2. The total liability of Seller is further limited to a maximum of the amount that Seller’s insurer pays out in the appropriate case.

3. Seller shall not be liable for loss of profit or revenues, loss of use of equipment or systems, interruption of business, cost of replacement power, cost of capital, downtime costs, increased operating costs, any special, consequential, incidental, indirect, or punitive damages, or claims of Buyer’s Buyers for any of the foregoing types of damages, including consequential damage, immaterial damage.

4. Seller shall not be liable for advice or assistance that is not required for the work scope under the contract. If Buyer is supplying the Products to a third party, or using the Products at a facility owned by a third party, the Buyer shall either (i) indemnify and defend the Seller from and against any and all claims by, and liability to, any such third party in excess of the limitations set forth in this article, or (ii) require that the third party agree, for the benefit of and enforceable by the Seller, to be bound by all limits included in this article.

5. The limitations in this article shall apply regardless of whether a claim is based in contract, warranty, indemnity, tort/ extra-contractual liability (including negligence), strict liability or otherwise, and shall prevail over any conflicting terms, except to the extent that such terms further restrict Seller’s liability.

ARTICLE 12 FORCE MAJEURE

1. If Seller cannot comply with its obligations towards Buyer due to circumstances beyond Seller’s control and sphere of influence, hereinafter referred to as “Force Majeure”, then Seller’s obligations towards Buyer will be suspended for the duration of Force Majeure.

2. The term “Force Majeure” includes but is not limited to: unusually severe weather conditions, fires, flood, earthquakes, quarantine, blockade, labour disputes, strikes, governmental authority, war, sabotage, explosions, epidemics, pandemics, lightning, injunctions, insurrection, civil strife, or any similar events.

3. If any Force Majeure situation has lasted longer than two months, each of the Parties have the right to dissolve this Agreement in whole or in part in writing.

4. Any failure of performance by Seller under Force Majeure shall not constitute default hereunder or give rise to any claim for damages or otherwise if, and to the extent caused by, an act, event or occurrence beyond the reasonable control of, and not resulting from the fault of Seller claiming the protection of this section.

5. To the extent that any event of Force Majeure actually delays Seller’s ability to perform hereunder, Seller shall be entitled to an equitable adjustment to the schedule and the price.

ARTICLE 13 TESTING

Any testing of the Products by Buyer shall be at Buyer’s expense and shall be made when Products are new, clean and undamaged, before use by Buyer and shall be made within 2 (two) weeks of the date of delivery. A report of any said test detailing the test procedure and disclosing all results shall be furnished to Seller’s at Buyer’s expense. All workmanship material and Products requirements shall be deemed to have been met in the absence of a contrary report within 2 (two) weeks of delivery. All testing’s must be carried out by a professional, acknowledged third party at the choice of Seller.

ARTICLE 14 INTELLECTUAL PROPERTY

All drawings, data, inventories, recipes, formulations, procedures, quotations and other technical information, if any, supplied by Seller shall remain the property of the Seller and shall be held in confidence by Buyer. Buyer shall not reproduce, use or disclose such information to others without Seller’s written consent.

ARTICLE 15 PRIVACY

1. Seller will keep record of all the personal data supplied by all Buyers by any means of communication, as the data of Buyers obtained through legal data bases for purposes of doing (its) business, sending information, sending newsletters, marketing its Products, making, adjusting or termination of an agreement, security, analyses, statistic purposes and complying with law(s) and authorities.

2. Seller will include in e-mail messages instructions of how to unsubscribe, if Buyer decides afterwards not to receive any more e-mails or commercial contacts.

3. Seller will undertake reasonably necessary actions to ensure the confidential treatment of the aforesaid personal information recorded and avoid its variation, loss, disclosure or unauthorised access according to law(s).

4. Buyer explicitly approves to the processing of the mentioned personal data by Seller.

5. The Privacy-policy as visible and downloadable on the website of Seller applies.

ARTICLE 16 TERMINATION

1. In case Buyer is in breach of its/any contract with Seller, then, after the expiry of the payment term and without further written notice, Buyer will be in default and Seller is allowed to terminate its/ any/ all contract(s) with Buyer. In case Buyer has ceased to carry out business or is in bankruptcy Seller is allowed, without further written notice, to terminate its/ any/ all agreement(s) with Buyer. In these events, Buyer shall pay the Seller, for all the material already manufactured according to the order and compensate Seller for all damages, costs and expenses incurred. Such compensation shall include all custom duties, taxes, fines and penalties that could be claimed or levied to Seller for the default in exporting the Products according to the order by any authority or Court, and/ or any other direct or indirect damage, of whatsoever nature including loss of profit, caused to Seller in order to hold Seller fully harmless.

2. If Buyer decides to cancel the whole, or a part, of the order before completion, or suspend the performance of the contract regardless of the grounds for such termination, Seller is e entitled, in any case to claim for payment of all Products already manufactured, and to be compensated for all damages, costs and expenses incurred. Such compensation shall include all the custom duties, taxes, fines and penalties that could be claimed or levied to Seller for the default in exporting or delivering Products according to the order by any authority or Court, and/ or any other (in)direct damage of whatsoever nature, including loss of profit, caused to the Seller/ Supplier, in order to hold Seller completely harmless.

3. Seller has in any case the right to terminate the contract, if the whole, or a part, of the order has been suspended for more than 3 (three) months, being entitled, in that case, to claim for all the Products already manufactured and all damages, costs and expenses, including those set forth in clause 20, in order to hold Seller fully harmless.

ARTICLE 17 INDEPENDENT CONTRACTORS

The Parties shall perform their obligations under this Agreement as independent contractors. Nothing contained in this Agreement shall be construed to imply a joint venture or principal and agent relationship between the Parties and neither shall have the right to create any obligation, express or implied, on behalf of the other.

ARTICLE 18 MISCELLANEOUS

1. The terms in this document and the purchase order will constitute the entire agreement between the parties with respect to the Products being sold and shall supersede all prior proposals, negotiations, and communications, oral or written, between Parties regarding the same. Seller’s agents have no authority to bind Seller unless thus stated in writing.

2. Any addition to or variation from the terms hereof (whether set forth in Buyer’s purchase order or in other documents including shipping documents) is hereby expressly rejected and shall not be binding upon Seller unless expressly acknowledged in writing by Seller.

3. Seller reserves its right to update the contents of these Terms, always subject to previous notice and acceptance by the Buyer, within seven days before its entry into force.

4. In case certain provisions of these Terms are regarded as void or voidable, the validity of the remaining provisions of these standard terms and conditions of sale shall not be affected. Buyer and Seller will accordingly replace the invalid provisions by such valid provisions legally permitted and corresponding as close as possible to the legal sense and purpose of the invalid provisions.

5. If these Terms are made known to Buyer in another language, in addition to the language in which the sales contract or Purchase Order has been concluded, this is merely done for Buyer’s convenience. In case of different interpretation, the version of the sales contract language shall be binding.

ARTICLE 19 DETAILS SELLER

Name: Gedi Cube
Address : Fred Roeskestraat 115, 1076 EE Amsterdam, The Netherlands
Email: [email protected]

ARTICLE 20 JURISDICTION

1. All legal relations between Parties, including these Terms, shall be exclusively subject to Dutch law as it is the law of the Seller’s place of business.

2. All disputes, controversies, or claims arising out or in connection with contract between Parties and/ or these Terms, shall be brought before the competent court of Amsterdam.

3. The provisions of the UN Convention on Contracts for the International Sale of Products (CISG) do not apply, not any other international convention or bilateral treaty