General Terms and Conditions of Sale of Phatebo GmbH

1. General

1.1 All deliveries, services and offers of Phatebo GmbH (“Phatebo“) are made exclusively on the basis of the following General Terms and Conditions of Sale (“Terms of SaleThese are part of all contracts that Phatebo has with its customers regarding the deliveries of products offered by Phatebo (“Contract products“) closes.

1.2 The customer's terms and conditions do not apply, even if Phatebo does not expressly object to their validity. Deviating, supplementary, or conflicting terms and conditions are therefore only valid if they have been acknowledged by Phatebo in writing. Even if Phatebo refers to a document containing or referencing the customer's or a third party's terms and conditions, this does not constitute acceptance of such terms and conditions.

1.3 These terms and conditions of sale, in their respective versions, also apply to all future transactions between Phatebo and the customer, even if they are not separately agreed upon again, and also if Phatebo carries out the delivery of the contractual products with knowledge of differing or conflicting conditions.

1.4 These terms and conditions of sale apply only to entrepreneurs, legal entities under public law or special funds under public law.

1.5 Individual agreements made with the customer in specific cases (including side agreements, amendments, additions or

Any deviations from these terms and conditions of sale require the express written confirmation of Phatebo to be valid. Such individual written agreements shall always take precedence over these terms and conditions of sale.

1.6 For the purposes of these terms and conditions of sale, "written form" includes both written and electronic form (e.g., letter and email). Statutory form requirements remain unaffected.

2. Formation of the contract

2.1 Phatebo's offers are non-binding and subject to change unless they are expressly designated as binding or include an acceptance period of two (2) working days. This also applies if Phatebo has provided the customer with a product overview and other advertising materials, product descriptions, and documents.

2.2The customer's order constitutes a binding offer to enter into a contract. Unless the parties have agreed otherwise in writing (including by email), Phatebo is entitled to accept the offer within four (4) weeks of receipt by sending a written confirmation or, at the latest, by performing the contractual service within the same period. Orders placed orally or by telephone are also considered binding offers to enter into a contract. Phatebo is entitled to accept these by performing the contractual service or by sending an order confirmation or invoice.

2.3 The customer is responsible for ensuring that the product description included in the order is legible and complete, so that Phatebo can clearly identify the product in question. The customer therefore bears the risk of an inaccurate or incomplete product description, provided that the customer is at fault.

2.4 If the contractual products are to be placed on the market outside of Germany, the contract to be concluded between Phatebo and the customer is subject to the condition that no national or international export control regulations or other trade policy measures prevent the delivery of the contractual products, in particular no embargoes or other sanctions by the countries of origin of Phatebo and the customer, by other third countries, or by international organizations, in each case affecting Phatebo and the customer and/or the performance of the contract. This includes, in particular, embargoes, export restrictions, or other sanctions imposed by the European Union, the Federal Republic of Germany, the United States of America, or other affected countries or international organizations. Phatebo assumes no liability for delays or non-performance of the contract due to such regulations. The customer undertakes to provide Phatebo with all information necessary to examine any export restrictions.

3. Prices, Payment

3.1 Unless expressly agreed otherwise, the prices of Phatebo that are valid at the time of conclusion of the contract shall apply.

3.2 Prices are exclusive of applicable VAT, customs duties, other public charges and packaging costs, unless expressly agreed otherwise.

3.3 The prices quoted in offers are based on a minimum order value stated therein. If this minimum order value is not reached by the order, Phatebo has the right to reject the order and submit a new offer to the customer with adjusted prices for the ordered products, including a small order surcharge.

3.4 If delivery is to take place more than four months after the conclusion of the contract, the prices valid at the time of delivery shall apply.

3.5 Individual delivery terms and price reductions will be agreed separately between Phatebo and the customer before the conclusion of the contract and shown in the respective invoice.

3.6 The agreed payment terms are generally 100% prepayment, meaning the contract products will be delivered after full payment has been received. The price is due and payable immediately upon receipt of the invoice. Deviating payment terms can be agreed upon separately in writing before the conclusion of the contract and will be printed on the invoice. A payment is only considered made upon receipt by Phatebo. Upon expiry of the payment period, the customer is in default without further notice. In the event of default by the customer, Phatebo is entitled to claim the applicable statutory default interest rate. Phatebo reserves the right to claim further damages.

3.7 If the customer's business operations cease to be in order, or if the customer defaults on payments to Phatebo, or if other circumstances become known that cast doubt on his creditworthiness, Phatebo is entitled to demand security or, after the unsuccessful expiry of a reasonable grace period, to withdraw from the contract.

3.8 The customer is only entitled to set-off and assert rights of retention to the extent that his counterclaims are undisputed or have been legally established. However, the customer's rights in the event of defects in the delivery remain unaffected.

3.9 Unless otherwise agreed in writing, payments must be made in euros to the account specified by Phatebo, free of charge to Phatebo. All costs and fees for payment transactions (especially for cross-border transfers) are borne by the customer.

4. Delivery, Transfer of Risk

4.1 The delivery of the contract products is generally EXW (Ex Works, Incoterms® 2020) at the headquarters of Phatebo, Obere Gießwiesen 10, 78247 Hilzingen, which is also the place of performance.

4.2 The risk of accidental loss or damage passes to the customer when Phatebo has made the contractual products available for collection at Phatebo's premises. If, at the customer's request, the contractual products are shipped to a location other than the place of performance, the risk passes to the customer upon dispatch, i.e., upon handover of the contractual product to a carrier, freight forwarder, or other third party designated to carry out the shipment, at the latest upon leaving Phatebo's warehouse. The customer bears the shipping costs unless otherwise agreed. If dispatch is delayed due to circumstances beyond Phatebo's control, the risk passes to the customer upon notification of readiness for dispatch. If the contractual products are temperature-controlled or otherwise sensitive, the customer undertakes to arrange transport exclusively through qualified logistics service providers in accordance with the requirements of the EU Good Distribution Practice (GDP) guidelines. From the point of transfer of risk, the customer is responsible for compliance with all pharmaceutical regulations, in particular regarding temperature control, product protection and documentation.

4.3 With regard to orders placed via the MSV3 interface, the following applies, deviating from the preceding paragraphs.

4.1 and 4.2 differing regulations:

If the total order value does not exceed EUR 75.00 (i.e., after deduction of applicable VAT and any discounts), the customer is responsible for the delivery costs. For orders totaling EUR 75.01 or more, the products will be delivered free of charge, using the most economical shipping method at Phatebo's discretion.

4.4 For deliveries to countries outside the EU, Phatebo undertakes to prepare the necessary export documents. The customer bears the costs for the transport and import of the contract products. If the contract products are temperature-controlled or otherwise sensitive, the customer undertakes to carry out the transport exclusively through qualified logistics service providers in accordance with the requirements of the GDP (Good Distribution Practice) guidelines applicable in the destination country or comparable national regulations. From the transfer of risk, the customer is responsible for compliance with all pharmaceutical regulations, in particular with regard to temperature control, product protection, and documentation.

4.5 Phatebo's delivery obligation is always subject to the condition of timely and proper delivery to Phatebo by its own suppliers, provided Phatebo has concluded a congruent hedging transaction, unless the delayed and improper delivery to its own suppliers is attributable to Phatebo. If Phatebo is unable to meet binding delivery deadlines due to delayed delivery to its own suppliers, Phatebo will inform the customer immediately and, if possible, provide the expected delivery date or promptly refund any payment already made by the customer.

4.6 Stated delivery periods and dates are always non-binding and only approximate unless expressly agreed upon as binding. An agreed delivery period is considered met if the customer is notified of readiness for shipment within the agreed delivery period. Orders placed via the MSV3 interface with Phatebo by 12:00 noon on a business day are generally shipped to the customer on the same business day, or at the latest on the next business day. If Phatebo does not have the ordered products in stock, the customer will generally be informed within two (2) business days and will receive an estimate of when the ordered product will be available again.

4.7 Delivery impediments due to force majeure or unforeseen events beyond Phatebo's control, such as operational disruptions, strikes, lockouts, official orders, subsequent loss of export or import opportunities, and the reservation of self-supply pursuant to clause 4.5, release Phatebo from the obligation to adhere to any agreed delivery or unloading times for the duration and extent of their impact. Phatebo will inform the customer immediately upon the occurrence of such a delivery impediment. If a force majeure situation lasts longer than three (3) months, each party has the right to withdraw from the contract. Phatebo shall under no circumstances be liable for any damage of any kind suffered by the customer or its customers in the event of force majeure.

4.8 In the event of delayed acceptance of the contractual products by the customer (default of acceptance) or in the event of a delivery delay for reasons attributable to the customer, Phatebo reserves the right to claim damages in the form of liquidated damages amounting to 1% of the delivery value for each completed week of default of acceptance, commencing with the delivery deadline or – in the absence of a delivery deadline – with notification of the readiness for shipment of the contractual products, but not exceeding 5% of the delivery value. The right to prove higher damages and further legal claims (in particular, reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the liquidated damages will be credited against any further monetary claims. The customer reserves the right to prove that Phatebo has incurred no damage or only significantly less damage than the aforementioned liquidated damages. Upon the occurrence of default of acceptance, the risk of accidental loss or accidental deterioration passes to the customer.

4.9 Clause 4.8 does not apply in the event of default of acceptance due to force majeure. In this case, the customer must inform Phatebo immediately upon becoming aware of the occurrence of such an event.

5. Retention of title

5.1 If the parties have agreed in writing on payment terms that differ from the payment terms according to clause 3.6 of these terms and conditions of sale, the following provisions of this clause 5 shall apply.

5.2 The contract products sold by Phatebo remain the property of Phatebo until the customer has settled all claims arising from the business relationship.

5.3 The customer is entitled to resell the contractual products supplied by Phatebo in the ordinary course of business. This entitlement expires, in particular, in the cases mentioned in clause 3.7. Furthermore, Phatebo is entitled to revoke the customer's right to resell by written declaration and to take back the contractual products if the customer defaults on its obligations to Phatebo, and in particular on its payments, or if other circumstances become known that cast doubt on its creditworthiness.

5.4 The customer hereby assigns to Phatebo, as security, all claims against third parties arising from the resale of the goods, either in their entirety or to the extent of Phatebo's potential co-ownership share. Phatebo accepts this assignment. Notwithstanding Phatebo's right to collect the claim itself, the customer remains authorized to collect the claim even after the assignment. In this context, Phatebo undertakes not to collect the claim as long as and to the extent that the customer fulfills its payment obligations, no application for the commencement of insolvency or similar proceedings has been filed, and no suspension of payments has occurred.

5.5 The contractual products and any claims arising in their place may not be pledged, assigned as security, or otherwise transferred to third parties before all claims of Phatebo have been paid in full. The customer undertakes to inform Phatebo immediately of any third-party access to the contractual products and claims subject to retention of title and to inform the third parties of Phatebo's ownership. The customer shall bear the costs of any intervention.

5.6 Insofar as the aforementioned securities exceed the claims to be secured by Phatebo by more than 10%, Phatebo will release the securities to that extent at its own discretion upon request of the customer.

6. Warranty

6.1 The customer is obligated to inspect the contract products for defects immediately upon receipt. If a notice of defects regarding obvious defects is not received by Phatebo in writing, including supporting documentation, immediately, but no later than three (3) business days after delivery, the delivery shall be deemed accepted. Hidden defects must be reported to Phatebo in writing within three (3) business days of discovery, including supporting documentation, in particular the accompanying packing slip.

6.2 In the event of defects in the delivered products acknowledged by Phatebo that are not merely insignificant and result from a circumstance existing prior to the transfer of risk, the customer has the right to subsequent performance in the form of delivery of a defect-free product. The customer must return the defective product after prior consultation with Phatebo. If subsequent performance fails, the customer is entitled to reduce the purchase price or withdraw from the contract. If the defect is only minor, the customer is not entitled to withdraw from the contract.

6.3 The warranty is void if the customer modifies the contractual products or has them modified by third parties without Phatebo's consent, and this renders the rectification of defects impossible or unreasonably difficult. In the case of sealed contractual products that are unsuitable for return for reasons of health protection or hygiene, if their seal has been removed after delivery (e.g., sealed pharmaceuticals, hygiene products, and test strips), the warranty is void to the extent that the seal has been opened or removed. Furthermore, Phatebo assumes no liability for damage to the contractual products caused by improper use, transport, or storage. Phatebo also assumes no liability for minor defects, such as slight dents in the packaging of the contractual products, small tears in the tuck-in flap of the contractual products, or creases in the outer carton.

6.4 The warranty period is one year from the date of performance. This period does not apply to claims for damages by the customer arising from injury to life, body or health, or from intentional or grossly negligent breaches of duty by Phatebo or its agents, or in the case of fraudulent concealment of a defect, which are subject to the statutory limitation periods.

7. Returns, recalls

7.1 Returns or exchanges of undamaged contract products are only possible with prior written agreement. Returns or exchanges of undamaged contract products that have already been opened or (partially) used by the customer are excluded. This also applies to contract products that are not transported and/or stored at the correct temperature in accordance with the strict quality standards of the EU GDP Guideline or the manufacturer's specific instructions, as well as to products that have been off the market for more than six months or whose expiration date has passed by more than three months.

7.2 In the event of a recall, Phatebo will take back the contracted products at its own expense and organize the return transport. Phatebo will refund the prices paid by the customer for the recalled medicinal products.

8. Liability

8.1 In the case of intent or gross negligence, Phatebo shall be liable in accordance with the statutory rules.

8.2 In cases of simple negligence, Phatebo is only liable if essential contractual obligations (cardinal obligations) are breached. Cardinal obligations are those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer relies and is entitled to rely. In this case, Phatebo's liability for damages is limited to foreseeable, typically occurring damages.

8.3 Liability for culpable injury to life, body or health, as well as liability under the rules of the Product Liability Act and the Medicines Act, remain unaffected by the above provisions.

8.4 Any further liability of Phatebo is excluded.

9. Placing the contract products on the market outside of Germany

9.1 If the contract products are to be placed on the market outside of Germany, the customer is considered the person responsible for placing the contract products on the market in the target country and assumes all related obligations. This includes, in particular, compliance with the applicable marketing regulations in the target country, including all pharmaceutical regulations. Phatebo assumes no obligations in this regard.

9.2 If the customer culpably breaches his obligations under clause 9.1 and Phatebo incurs damage as a result, the customer shall compensate for the resulting damage.

10. Data protection notice

10.1. Customer data from the contractual relationship will be processed in accordance with the General Data Protection Regulation (pursuant to Article 6 Paragraph 1 Sentence 1 lit. b GDPR) for the performance of the contract.

10.2. Phatebo reserves the right to transmit personal customer data to credit agencies to the extent necessary for the purpose of a credit check, provided that the customer expressly consents to this in each individual case. Phatebo will not otherwise disclose personal customer data to third parties without the customer's express consent, except where Phatebo is legally obligated to do so.

10.3 The responsible entity is Phatebo GmbH, Obere Gießwiesen 10, 78247 Hilzingen. The data protection declaration can be found on the Phatebo website at [link to website]. https://www.phatebo.de/.

11. Final Provisions

11.1 The place of performance is Hilzingen.

11.2 Neither party is entitled to assign the contract or its claims to third parties without the prior written consent of the other party.

11.3 If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction – including for international disputes – for all disputes arising directly or indirectly from the contractual relationship is, to the extent legally permissible, the registered office of Phatebo (Hilzingen). The same applies if the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, Phatebo is also entitled in all cases to bring legal action against the customer at the customer's place of business. Mandatory statutory provisions, in particular those concerning exclusive jurisdiction, remain unaffected.

11.4 The contractual relationship between Phatebo and the customer is governed by the laws of the Federal Republic of Germany, excluding all references to other legal systems and international treaties. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

11.5 If any provision of these Terms and Conditions of Sale is or becomes wholly or partially invalid or unenforceable, or if these Terms and Conditions of Sale contain any gaps, the validity of the remaining provisions shall not be affected. The parties shall retroactively agree on a valid and enforceable provision to replace the invalid, unenforceable, or missing provision, as the parties would have agreed upon, taking into account the economic purpose of these Terms and Conditions of Sale, had they been aware of the invalidity, unenforceability, or absence of the provision in question at the time of concluding these Terms and Conditions of Sale.

Phatebo GmbH, November 2025