Hammonia Oleochemicals GmbH [HOC]

General Terms and Conditions for Brokering and Brokerage

1 Scope

1.1 All offers and services in connection with the performance of trading in services and oleo- and chemical products, their raw materials and derivatives as well as lubricants and goods of all kinds on stock exchanges as well as over-the-counter trading venues by Hammonia Oleochemicals GmbH ("HOC") vis-à-vis companies, legal entities under public law and special funds under public law (each a "Client") shall be made exclusively on the basis of these General Terms and Conditions ("Terms and Conditions").

1.2 Supplementary, conflicting or deviating terms and conditions of the Client which HOC does not expressly acknowledge in writing shall not apply. This shall also apply if HOC does not expressly object to them. Even if HOC refers to a letter that contains or refers to the terms and conditions of the Client or a third party, this shall not constitute an agreement to the validity of those terms and conditions.

1.3 These Terms and Conditions shall also apply to all future business relations with the Client, insofar as they are of the same or a related nature. This shall apply even if HOC does not expressly refer to them in subsequent contracts. The unconditional acceptance of HOC's services by the Client shall in any case be deemed to be an acknowledgement of these Terms and Conditions.

1.4 The Terms and Conditions are available on the HOC homepage on the Internet (www.hammonia-oleo.com). In this respect, the objection of non-access or non-knowledge on the part of the Client cannot be raised.

1.5 Individual agreements and contract amendments made in individual cases shall take precedence over these Terms and Conditions. Subject to proof to the contrary, a written contract or the written confirmation of HOC shall be authoritative for the content of such agreements.

1.6 Legally relevant declarations and notifications by the Client with regard to the contract (e.g. setting of a deadline, reminder, withdrawal) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements remain unaffected.


2 Business activities of HOC

2.1 HOC is a specialist in the marketing and distribution of oleochemical raw materials, natural waxes and their derivatives. As an intermediary, HOC establishes contact between producers (e.g. Evyap Sabun Malaysia Sdn. Bhd) and arranges transactions for the supply of oleochemical products on the basis of individual orders to be placed by the client.

2.2 HOC does not provide any advisory services to the Client during the brokerage process. In particular, no legal, financial or tax advice is provided by HOC. The Client expressly waives any advice.

2.3 HOC's liability for failure to provide advice or information is excluded.

2.4 If and to the extent that HOC provides or sends information material to Clients, this shall not constitute investment advice. The sole purpose of any information material is to facilitate the Client's independent investment decision. HOC shall not be liable for the completeness and accuracy of the information provided.


3 Offers, contract

3.1 Offers are always subject to change unless HOC has expressly designated them as binding.

3.2 The conclusion of the contract and other agreements shall only become binding upon written confirmation by HOC.


4 Fee

4.1 For the services of HOC, HOC receives a brokerage fee, the so-called brokerage ("Fee"). The Client has to pay the fee to HOC regardless of whether the brokered contract is fulfilled or cancelled. This does not apply if HOC is provably responsible for the non-fulfilment or cancellation of the contract.

4.2 The amount of the fee shall be based on the contract concluded between the Client and HOC and the list of prices and services agreed therein.

4.2 The stated fee is in EURO plus VAT where applicable.

4.4 If and to the extent that the Client makes use of special services of HOC, these shall be remunerated separately. This shall require the conclusion of a separate contract regulating the terms of the contract in detail, in particular the subject matter of the special services and the amount of the separate remuneration.


5 Payment, default of payment, set-off, retention, assignment

5.1 Unless HOC has confirmed otherwise in writing, the fee or separate remuneration shall be paid without any deduction within 30 days of receipt of the invoice. The date of receipt by HOC shall be decisive for the date of payment. In the event of late payment, the Client shall pay interest on arrears at a rate of 9% above the base rate. The assertion of further damages in the event of default shall remain unaffected.

5.2 The Client shall not be entitled to offset payment claims of HOC with disputed counterclaims or counterclaims that have not been legally established or to assert rights of retention. This shall not apply to counterclaims arising from the same brokerage. Discounts and other deductions, unless agreed in writing, are excluded.

5.3 If HOC becomes aware after conclusion of the contract that the Client is in an unfavourable financial situation, HOC may demand the provision of security or advance payment for its performance. Indicators of an unfavourable financial situation shall be, in particular, out-of-court settlement offers, court settlements or applications for the opening of insolvency proceedings or the entry in a debtors' register or a "blacklist".

5.4 Claims arising from the contract with HOC may not be assigned to third parties unless otherwise agreed in writing.


6 Accessibility, data transmission

6.1 HOC always endeavours to meet the current technological standards. However, HOC points out that faults in the hardware and software or technology used cannot be ruled out. In particular, continuous accessibility of the HOC website cannot be guaranteed.

6.2 HOC shall only be liable for damage due to faulty hardware and software as well as in the event of faults in data transmission, in particular in the form of incomplete, delayed, incorrect or otherwise faulty transmission, if their cause lies with HOC and HOC is responsible for the damage. The limitation of liability pursuant to clause 8 of these Terms and Conditions shall apply.


7 Force majeure, delay in performance

7.1 HOC shall not be liable for any failure or delay in performing its obligations under the brokerage agreement to the extent that such failure or delay results from any act, event or circumstance (to the extent not caused by HOC or its agents or employees) which (a) in the exercise of reasonable skill, care and diligence or, are foreseeable but unavoidable and beyond the reasonable control of HOC, (b) are not due to the acts, omissions, errors or negligence of HOC and (c) result in HOC being unable to perform all or part of its obligations under the brokerage agreement ("Force Majeure Event"). Subject to (a) to (c) above, Force Majeure Events may include, but are not limited to: war (whether or not war has been declared), hostilities, revolution, rebellion, insurrection against any authority, riot, terrorism or foreign embargoes. Theft, vandalism or acts committed by or on behalf of a criminal organisation are not considered to be Force Majeure Events to the extent they are insurable; unusually severe floods, unusually severe lightning, earthquakes, tornadoes, typhoons, hurricanes, unusually severe landslides, volcanic eruptions, external fires and objects striking the earth from outer space (such as meteorites), quarterns, and other events. meteorites), quarantine restrictions, epidemics, pandemics (such as COVID-19) or similar events of force majeure; and local, regional and national strikes, work stoppages, lockouts or similar labour or industrial actions or disputes, other than those affecting only HOC's employees and/or subcontractors, and raw material shortages. HOC shall not be responsible for the aforementioned Force Majeure Events even if they occur during an already existing delay. HOC shall notify the Client of the beginning and end of the Force Majeure Event as far as possible.

7.2 If Force Majeure Events make it significantly more difficult or impossible for HOC to perform and the hindrance is not only of temporary duration, HOC shall be entitled to withdraw from the contract. In the case of Force Majeure Events of temporary duration, the performance deadlines or dates shall be extended by the period of the hindrance plus a reasonable start-up period. Insofar as the Client cannot reasonably be expected to perform as a result of the delay, it may withdraw from the contract by written declaration to HOC.

7.3 In other cases of default in performance, the Client shall only be entitled to withdraw from the contract relating to the delayed performance after the fruitless expiry of a reasonable grace period to be set by the Client. HOC shall only be liable for the damages incurred if HOC is responsible for them. The limitation of liability in accordance with Clause 8 of these Terms and Conditions shall apply.


8 Liability

8.1 HOC shall only be liable for any damage incurred insofar as such damage is based on a breach of a material contractual obligation or on intentional or grossly negligent conduct on the part of HOC, its executive bodies, legal representatives or vicarious agents. If an essential contractual obligation is breached due to slight negligence, HOC's liability shall be limited to the foreseeable damage typical for the contract. An essential contractual obligation is an obligation of which the fulfilment is a prerequisite for the due performance of the contract and on the fulfilment of which the Client regularly relies and may rely.

8.2 Any further liability for damages is excluded. Liability for culpable injury to life, body or health in accordance with the statutory provisions shall remain unaffected. This also applies to mandatory liability under the Product Liability Act.

8.3 As a matter of principle, HOC has no influence on the completeness, content, correctness and/or up-to-dateness of course information. The liability of HOC for this is excluded.


9 Place of performance

9.1 Unless otherwise agreed in writing, the place of performance shall be the registered office of HOC (Hamburg).


10 Applicable law, arbitration tribunal

10.1 These Terms and Conditions and the legal relationship between HOC and the Client shall be governed by the laws of the Federal Republic of Germany, excluding the conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods (CISG) or similar international agreements.

10.2 All disputes arising out of and/or in connection with the contract between HOC and the Customer and/or these Terms and Conditions shall be finally settled in accordance with the arbitration provisions of the German Association of Wholesale Traders in Oils, Fats and Oil Raw Materials (Deutscher Verband des Großhandels mit Ölen, Fetten und Ölrohstoffen e.V.). (GROFOR) to the exclusion of the ordinary course of law. The place of arbitration shall be Hamburg.


11 Miscellaneous

11.1 Should individual clauses of these Terms and Conditions be or become ineffective or invalid, this shall not affect the effectiveness or validity of the remaining provisions. An ineffective or invalid provision shall be deemed to be replaced by such provision which comes closest to the economic purpose of the ineffective or invalid provision and is legally effective or valid.

11.2 The Client agrees that HOC stores data from the contractual relationship in accordance with applicable data protection law for the purpose of data processing and reserves the right to transmit the data to third parties (e.g. insurance companies) to the extent necessary for the performance of the contract.


Effective February 2022