STAND: AUGUST 2021

GENERAL TERMS AND CONDITIONS OF MUNICH INTERNATIONAL MINING LLC

1. scope of application
All offers, orders, deliveries and services of Munich International Mining LLC are exclusively based on the
following general terms and conditions. These general terms and conditions shall therefore also apply to all
future business relations with the client, even if they are not agreed again. Any deviations,
additional or contradictory terms and conditions of the client shall be deemed not to have been agreed, even if Munich International Mining
LLC does not expressly object to them. Deviations from these terms and conditions must be made in writing to be effective.


2. Offers
1. All offers of Munich International Mining LLC are subject to change and non-binding. A contract is only concluded by
written order confirmation by Munich International Mining LLC or by execution (including partial deliveries)
of an order of the client. Employees, the field service and representatives of Munich International Mining LLC are
not authorised to accept orders of the client with binding effect for Munich International Mining LLC.
2. All information on units of measurement, weights, quality, construction and material are determined taking into account the respective
valid norms and technical standards, but are only approximate and not binding for Munich International Mining
LLC. This also applies to the information provided by the suppliers of Munich International Mining LLC.
3. Sections 312i(1) (1), (2) and 312i(1) BGB, which provide for certain legal consequences for contracts concluded in electronic commerce
, do not apply.


3. Prices and terms of payment
1. Prices are ex warehouse or ex works (EXW according to Incoterms 2010), excluding packaging, freight and other
incidental costs, plus statutory VAT and customs duties. Prices depend on the agreed delivery quantity,
delivery time and availability.
2. Unless otherwise agreed - this must be in writing - invoices are due for payment immediately and without deduction to
and payable within 14 calendar days of the invoice date at the latest. In the event of default, Munich
International Mining LLC shall be entitled to demand default interest in the amount of 9 percentage points above the respective base interest rate at
. The client is also liable for all costs incurred by Munich International Mining LLC as a result of the delay,
including the costs of a dunning procedure. Irrespective of the provisions deviating from the client, all
payments shall first be credited against the oldest claim, namely against the costs, then against the interest and finally against the
principal balance.
3. If the client is unable to fulfil its payment obligations to the contractual extent or for other reasons
to guarantee the payment claims to which Munich International Mining LLC is entitled, and if as a result Munich
International Mining LLC payment claims are jeopardised, Munich International Mining LLC is entitled
to carry out further deliveries and services only against advance payment, to make further services subject to the
provision of securities and/or to suspend services until all due
payment claims have been settled in full.


4. Time of delivery or performance
1. Delivery dates are only binding if they are designated in writing by Munich International Mining LLC as binding
delivery dates and if all documents required for the execution of the order
are provided by the client in due time. All delivery dates, including binding delivery dates, are
dependent on Munich International Mining LLC itself, as well as on the respective supplier of Munich International Mining
LLC. Munich International Mining LLC is not responsible for the deliveries to be made by Munich International
Mining LLC's suppliers. The time of the transfer of risk according to clause 6 is decisive for the compliance with the
delivery dates.

2. Delays in the delivery and performance due to force majeure or other unforeseeable circumstances for which Munich International Mining LLC is not responsible, which make the performance considerably more difficult or impossible
, in particular difficulties in the procurement of materials, in the case of strikes, lawful lock-outs, disruptions
of the operational processes, official orders etc., even if they occur with suppliers or subcontractors,
entitle Munich International Mining LLC to suspend the delivery or performance for the duration of the
hindrance including a reasonable start-up period. Munich International Mining LLC shall not be liable for the above circumstances
even if they occur during an already existing delay. Munich International Mining LLC will inform the
client of the circumstances of the impediment and of the expected duration of the delay.
3. If according to clause 4.2 an impediment continues for three months or more, Munich International Mining LLC is entitled to terminate
the contract with regard to the unperformed partial performance.
4. With the exception of fixed delivery dates Munich International Mining LLC shall only be in default if (i) the client has given
a reasonable extension of time in writing after the expiry of the non-binding delivery date and (ii) this deadline has not been complied with
.
5. Should Munich International Mining LLC be in default, its liability for damages arising from the breach of
obligations, which do not consist in a slightly negligent breach of primary obligations, shall be limited to an amount of 0.5% for each
full calendar day of default, but not exceeding a total amount of 50% of the invoice amount of the delivery affected
by the default. Any further liability is excluded unless it is based on intent or
gross negligence. The customer is entitled to withdraw from the
contract after a reasonable period to remedy the delay if the delay has lasted more than three months.
6. Partial deliveries and partial services are permissible, provided they are reasonable for the customer.


5. Transfer of risk and receipt of the products
1. The risk is transferred to the client when the consignment is handed over to the carrier or, on arrival at a Munich International Mining
LLC Data Centre. This also applies if the goods are delivered directly to the client by a third party (supplier
of Munich International Mining LLC). If in the case of delivery by a third party there are delays
or impossibilities due to circumstances for which Munich International Mining LLC is not responsible, the
risk is transferred to the client as soon as Munich International Mining LLC informs the client that the goods are ready for dispatch.
2. Insurance against loss of or damage to the goods in transit shall only be taken out at the express request of the
client and at the client's expense.
3. The client must immediately notify Munich International Mining LLC in writing
of any defect as a result of the transport and any deviation in quantity and demand that the defect be rectified. He shall secure all evidence suitable to substantiate
the complaint.
4. In the case of defects in products manufactured by third parties and for which Munich International Mining LLC acts only as
distributor, the client is obliged to assert claims against the respective manufacturer (in particular on the basis of
a possible manufacturer's warranty) as a matter of priority. Only if the
claims asserted against the manufacturer of the product are unsuccessful and this failure is not attributable to the client, is the client entitled to a claim arising from
defects in the purchased item against Munich International Mining LLC. If the client's limitation period against the manufacturer
of the product is suspended, this suspension shall also apply to the claims between the client and Munich International Mining
LLC.


6. Liability
1. Munich International Mining LLC is only liable for damages, irrespective of the legal grounds, in the event of a breach of a
material contractual obligation (cardinal obligation) or a cardinal obligation, the fulfilment of which makes the proper execution
of the contract possible in the first place and on the fulfilment of which the client may regularly rely, or in the event of a grossly
negligent or intentional breach of duty by Munich International Mining LLC or in the event of a culpable breach of a
material contractual obligation or a cardinal obligation by a person acting with intent or gross negligence who is authorised to
fulfil the contract.
2. Munich International Mining LLC is liable in case of breach of essential contractual obligations or in case of breach of
obligations, the fulfilment of which is essential for the proper execution of the contract, or in case of
culpable injury to life, body and health or in case of assumption of a guarantee for the quality of the goods
or for the properties of the material only insofar as the breach of duty or the damage is based on a negligent breach
of essential contractual obligations or on a negligent breach of obligations, the fulfilment of which is essential for the
proper execution of the contract.
3. In the cases mentioned in clause 6.2, there is no liability for indirect damage, consequential damage or
financial loss.
4. The limitation period for claims by the customer for damages arising from the events referred to in clause 6.2 is
two years from the time the customer becomes aware of the damage or the risk of damage or,
irrespective of knowledge, three years from the damaging act.


7. Retention of title
1. Munich International Mining LLC retains title to the delivered products until full payment
of all claims arising from the entire current business relationship with the client ("Reserved Products").


8. General
1. Place of performance is Munich International Mining LLC in Tbilisi, Georgia.
2. The place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the registered office of Munich
International Mining LLC in Tbilisi, Georgia. This does not apply to judicial execution and other judicial
proceedings that cannot be excluded by contractual provisions. Munich International Mining LLC is also
entitled to bring the action before the court that has jurisdiction for the client's registered office.
3. The contractual language is German. If no other language is agreed, the German
version shall be decisive for the conclusion of the contract.
4. Should one or more provisions of these General Terms and Conditions or a provision within the scope of
other agreements be or become ineffective or prove to be ineffective, this shall not affect the effectiveness
of the remaining provisions or agreements. Ineffective or missing provisions shall be replaced by such
provisions that come as close as possible to the intended purpose.