General Terms and Conditions (GTC) of A.G.E. Elements GmbH i. Gr.

Convenience translation. This English version is provided for information purposes only. The German version of these General Terms and Conditions shall be the sole legally binding version and shall prevail in the event of any discrepancy.

1. Scope of Application

1.1 These General Terms and Conditions (“GTC”) govern the contractual relationship between A.G.E. Elements GmbH i. Gr. (company in formation), Kurfürstendamm 96, 10709 Berlin, Germany, represented by its managing director Calvin Radtke (hereinafter “A.G.E. Elements”), and its customers (consumers and entrepreneurs, hereinafter the “Customer”) in respect of all deliveries of goods offered via the A.G.E. Elements online shop. Any deviating terms and conditions of the Customer shall not be recognised unless A.G.E. Elements has expressly consented to them in writing. The company is in the process of formation; registration in the Commercial Register (Handelsregister) will be effected once formation is complete.

1.2 These GTC shall also apply to contracts for the supply of vouchers, unless separate provisions have been made.

1.3 A consumer is any natural person who enters into a legal transaction for purposes that are predominantly outside his or her trade, business or self-employed professional activity.

1.4 An entrepreneur is a natural or legal person or a partnership with legal capacity which, when entering into a legal transaction, acts in the exercise of its trade, business or self-employed professional activity.

1.5 Depending on the product description, the contract may provide for a one-off delivery or for recurring deliveries (subscription contract). Under a subscription contract, A.G.E. Elements undertakes to deliver the contractually agreed goods at regular intervals for the duration of the agreed term.

2. Conclusion of Contract

2.1 The product presentations in the A.G.E. Elements online shop constitute a mere invitation to treat and are not to be understood as a binding offer by A.G.E. Elements.

2.2 The Customer submits his or her offer via the online order form by clicking the order button after completing the ordering process and selecting the desired goods.

2.3 A.G.E. Elements shall accept the offer within five working days by one of the following means:

• dispatch of an order confirmation in text form (e-mail, fax or letter), in which case receipt of the confirmation by the Customer shall be decisive;

• delivery of the ordered goods, in which case receipt of the goods by the Customer shall be decisive; or

• a request for payment issued by A.G.E. Elements.

If the offer is not accepted within this period, it shall be deemed rejected and the Customer shall no longer be bound by it.

2.4 Payments via PayPal are processed by PayPal (Europe) S.à.r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg, subject to the PayPal terms of use (https://www.paypal.com/de/webapps/mpp/ua/useragreement-full). By the Customer selecting a PayPal payment method during the ordering process, A.G.E. Elements declares its acceptance of the Customer’s offer at the moment the Customer completes the ordering process.

2.5 The text of the contract is stored by A.G.E. Elements and sent to the Customer in text form (e.g. by e-mail) after the order has been placed. The contract text is not made accessible beyond this. If the Customer has set up a user account in the online shop, the Customer may view his or her order data there.

2.6 Before submitting a binding order, the Customer is able to identify input errors and, where necessary, correct them.

2.7 The language of the contract is German.

2.8 Order processing and communication generally take place by e-mail. The Customer is responsible for ensuring that the e-mail address provided is correct and that e-mails sent by A.G.E. Elements can be received (checking spam filters where appropriate).

3. Right of Withdrawal (Cancellation)

3.1 Consumers have a statutory right of withdrawal (Widerrufsrecht).

3.2 The withdrawal instructions (Widerrufsbelehrung), containing detailed information on the right of withdrawal, are available on the A.G.E. Elements website.

4. Prices and Terms of Payment

4.1 All prices are stated inclusive of statutory value added tax (VAT) and exclusive of any delivery costs, which are itemised separately.

4.2 The available payment methods are displayed in the online shop.

4.3 In addition to the payment methods already referred to, A.G.E. Elements also accepts payment by credit card (Visa, Mastercard, American Express). The credit card account is charged upon completion of the order.

4.4 A.G.E. Elements reserves the right to exclude particular payment methods in individual cases.

4.5 The bank details of A.G.E. Elements are as follows: IBAN: DE78100180000441845673, BIC: FNOMDEB2, Bank: FINOM PAYMENTS.

5. Delivery and Dispatch

5.1 Delivery is made to the delivery address specified by the Customer within the delivery area indicated by A.G.E. Elements.

5.2 If delivery cannot be effected for reasons for which the Customer is responsible, the Customer shall bear the resulting costs.

5.3 In the case of consumers, the risk of accidental loss of, or accidental damage to, the goods passes to the Customer upon handover. In the case of entrepreneurs, the risk passes upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to effect dispatch.

5.4 A.G.E. Elements reserves the right to withdraw from the contract if the goods are unavailable for reasons for which A.G.E. Elements is not responsible. In such a case, the Customer will be informed without delay and any payments already made will be refunded.

5.5 Collection in person is not possible for logistical reasons.

5.6 Vouchers are sent to the Customer by e-mail.

6. Term and Termination of Subscription Contracts

6.1 Subscription contracts are concluded for an indefinite period and may be terminated by the Customer at any time without observing a notice period.

6.2 The right to extraordinary termination for good cause remains unaffected.

6.3 Notice of termination may be given in writing, in text form (e.g. by e-mail) or via any cancellation function provided on the A.G.E. Elements website.

7. Retention of Title

The delivered goods remain the property of A.G.E. Elements until the purchase price has been paid in full.

8. Liability for Defects (Statutory Warranty)

8.1 The statutory provisions on liability for defects apply.

8.2 The following applies to entrepreneurs:

• The limitation period for claims based on defects is one year from delivery of the goods.

• The goods must be inspected without undue delay upon receipt, and any defects must be notified to A.G.E. Elements in writing within seven days.

9. Liability

9.1 A.G.E. Elements is liable without limitation for damage caused by intent or gross negligence and for damage arising from injury to life, body or health.

9.2 For any other damage, A.G.E. Elements is liable only where a material contractual obligation (cardinal obligation) has been breached. In such a case, liability is limited to the foreseeable damage typical of this type of contract.

9.3 Liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.

10. Redemption of Promotional Vouchers

10.1 Promotional vouchers issued free of charge by A.G.E. Elements in the course of promotional campaigns and having a specified period of validity may be redeemed only in the A.G.E. Elements online shop and only within the stated period.

10.2 Promotional vouchers may be redeemed by consumers only.

10.3 Individual products may be excluded from a voucher promotion. Any such restrictions are indicated on the promotional voucher.

10.4 Promotional vouchers must be redeemed before completion of the ordering process; subsequent crediting is not possible.

10.5 Only one promotional voucher may be redeemed per order.

10.6 The value of the goods must be at least equal to the value of the promotional voucher. Any remaining balance will not be refunded.

10.7 If the value of the promotional voucher is insufficient to cover the order value, the difference may be settled using another payment method offered by A.G.E. Elements.

10.8 The value of a promotional voucher cannot be paid out in cash.

10.9 If the Customer returns goods paid for with a promotional voucher in the exercise of his or her right of withdrawal, the value of the promotional voucher will not be refunded.

10.10 Promotional vouchers are transferable. A.G.E. Elements may render performance, with discharging effect, to the respective holder of the promotional voucher.

10.11 A promotional voucher will not be replaced if it is lost or stolen.

10.12 A.G.E. Elements reserves the right to revoke the validity of promotional vouchers in the event of misuse or suspected fraud.

10.13 The specific terms of the respective promotional voucher additionally apply.

11. Redemption of Gift Vouchers

11.1 Gift vouchers purchasable in the A.G.E. Elements online shop may likewise be redeemed only there, unless different provisions are stated on the voucher itself.

11.2 Gift vouchers and any remaining credit are redeemable until the end of the third year following the year of purchase. Remaining credit is credited to the Customer up to the expiry date.

11.3 Gift vouchers may be redeemed before completion of the ordering process; subsequent crediting is not possible.

11.4 Several gift vouchers may be combined in a single order.

11.5 Gift vouchers may be used only for the purchase of goods and not for the purchase of further gift vouchers.

11.6 If the value of the gift voucher is insufficient to cover the order value, the difference may be settled using another payment method offered by A.G.E. Elements.

11.7 The value of a gift voucher cannot be paid out in cash.

11.8 Gift vouchers are transferable. A.G.E. Elements may render performance, with discharging effect, to the respective holder of the gift voucher.

11.9 A gift voucher will not be replaced if it is lost or stolen.

12. Governing Law

All legal relationships between A.G.E. Elements and the Customer are governed by the law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). In the case of consumers, this choice of law applies only insofar as it does not deprive the consumer of the protection afforded by mandatory provisions of the law of the state in which the consumer has his or her habitual residence.

13. Place of Jurisdiction

If the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the registered office of A.G.E. Elements (Berlin). A.G.E. Elements nevertheless reserves the right to bring proceedings against the Customer before the courts of the Customer’s general place of jurisdiction.

14. Alternative Dispute Resolution

A.G.E. Elements is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

Subject to amendments and errors.