Copyright ©2018 DR. NICO Consulting Germany. All rights reserved.

GENERAL TERMS AND CONDITIONS DR. NICO CONSULTING GERMANY The contract between customers ("Company") and Dr. NICO Consulting, Germany, Zweigstrasse 4, D-82194 Groebenzell, Germany ("Dr. Nico") is subject to the following General Terms and Conditions. Orders to Dr. Nico are exclusively concluded and executed under these General Terms and Conditions. Conflicting conditions of the Company are not valid, unless and until they have been acknowledged in writing. 1 The activity of Dr. Nico, unless otherwise agreed in individual cases, consists of the independent and non-directive advice of the Company as a service. Concrete success is neither owed nor guaranteed under the service contracts. The Company decides in sole responsibility about the timing, as well as the type and scope of measures recommended by or coordinated with Dr. Nico. This applies even if Dr. Nico accompanied the implementation of coordinated plans or measures by the Company. The concrete content and scope of Dr. Nico's activity depends on the order placed in writing. If a need for additional or supplementary activities arises, Dr. Nico draws the Company's attention to this. In this case, an order extension will be carried out by Dr. Nico. The same applies when the Company requests or indeed receives the additional or supplementary activity. Dr. Nico will use the information and documentation provided by the Company, as well as the submitted data in their activities as complete and correct. Dr. Nico is not obliged to check the correctness, completeness or regularity or to carry out their own research. This also applies if, as part of the order placed by Dr. Nico, plausibility checks or valuations are to be made which are based solely on the information or documents communicated by the Company and do not have their review as content. The provision of legal or tax consulting activities is excluded. The dissemination or presentation of written elaborations or results of Dr. Nico to third parties requires the prior consent of Dr. Nico and is done solely in the interest and on behalf of the customer. As a result, the third party does not fall within the scope of protection of the contract between the Company and Dr. Nico. This also applies if the third party entirely or partly compensates the customer for Dr. Nico’s work. 2 The scope of a specific consulting contract is contractually agreed in individual cases. Dr. Nico is entitled to have all or parts of the tasks assigned to or performed by third parties. The payment of the third party is carried out exclusively by Dr. Nico itself. It does not create any kind of direct contractual relationship between the third party and the Company. The Company undertakes not to enter into any business relationship with persons or companies whom Dr. Nico served to fulfil their contractual obligations during and until the expiration of three years after termination of this contractual relationship. In particular, the Company will not commission these persons and companies with such or similar consulting services as Dr. Nico offers. 3 The contracting parties mutually undertake to take all appropriate precautions to protect the independence of the commissioned third parties and employees of Dr. Nico. This applies in particular to offers of the Company on employment or the assumption of orders on own account. 4 The Company provides Dr. Nico with complete and correct information and documents required for the execution of the contract. If, at the request of Dr. Nico, the Company provides no or incomplete information Dr. Nico is entitled, but not obliged, to terminate the concluded contract immediately after written notice. In this case, Dr. Nico shall charge the Company either the services actually provided up to the time of termination or, alternatively, the agreed or forecast total remuneration less expenses saved by the premature termination of the contract. The Company provides Dr. Nico with a declaration of completeness, which confirms that the information and documents they provided are complete and correct and that there is no evidence or indications likely to jeopardize the completeness and accuracy. 5 Unless agreed in writing in individual cases, the services of Dr. Nico will be calculated and remunerated as follows: Dr. Nico’s applicable daily rates, plus travel expenses, expenses, utilities, daily expenses, laboratory analysis costs, samples, literature, gifts, etc… Dr. Nico’s travel costs will be charged as followed: first class for use of railway in Germany and neighbouring countries, in the case of air travel within Europe, the flight costs of economy class and for air travel to the Middle East or the USA, the flight costs in the premium economy class. Long-distance travel to the Far East, for example, to China, Japan, Australia or New Zealand, in the amount of business class. Rental cars of at least the middle class category. Travel by car will be reimbursed with 0,38 € plus VAT for each driven kilometre. The choice of suitable means of transport remains reserved to Dr. Nico. However, Dr. Nico is obliged to calculate travel costs according to the shortest distances and only to undertake travel at a cost disproportionate to the total fee with the express permission of the Company. Dr. Nico is entitled to charge appropriate advances or instalments commensurate with the work expected to be performed. If necessary, the advice can begin after the first advance payment has been settled. If requested advances, advance payments or other invoices from Dr. Nico are not or not fully settled, Dr. Nico shall be entitled to cease further activities until the outstanding claim has been settled in full. In addition, Dr. Nico is entitled to terminate the contract without notice after a written reminder. In this case, Dr. Nico shall charge the Company either the services actually provided up to the time of termination or, alternatively, the agreed or forecast total remuneration less expenses saved by the premature termination of the contract. Time and remuneration forecasts of Dr. Nico in relation to the execution of an order represent a non-binding estimate, since the time required can depend on factors over which Dr. Nico has no influence. If the exceedance of the forecasted time or remuneration amount is based on circumstances which are the responsibility of the Company (e.g. insufficient cooperation of the Company) the resulting additional expenses are in accordance with the valid daily rates of Dr. Nico. The same applies to exceedances of up to 30% if they are based on other causes. If the actual processing time is more than 30% higher than the projected working time, the Company is entitled, according to information provided by Dr. Nico, either to terminate the contract and to remunerate the services provided up to that date on the agreed terms or to continue the assignment and to pay the excess working time additionally on a daily basis. 6 Agreed remuneration is based on net prices, which are payable plus VAT. The invoices of Dr. Nico are due without deductions. Advance payments and payments on account are due for transfer no later than on the 5th calendar day after the date of the invoice to the account specified by Dr. Nico. Final invoices are due for transfer no later than the 10th calendar day after the due date to the account specified by Dr. Nico. If the Company is a consumer, they fall in default after receipt of a reminder from Dr. Nico, but no later than 30 days after receipt of the invoice. In this case default interest is to be paid in the statutory amount. If the Company is not a consumer, Company is in default by exceeding the payment date; a reminder is not required in this case. Interests on late payments shall be 5% above the current base interest rate, but at least 10% of the total invoice amount. If the statutory interest rate is below this minimum rate, the Company is entitled to prove the occurrence of a lesser interest loss. The Company may only offset with undisputed or legally established counterclaims; otherwise the set-off is excluded. If the customer is not a consumer, they are only entitled to exercise a right of retention if their counterclaims are legally established or undisputed. 7 Unless otherwise agreed, this contract ends with the completion of the project. Irrespective of this, the contract can be dissolved at any time for important reasons by each party without observing a notice period. The following are considered important reasons, in particular: - if a contracting party violates essential contractual obligations or - if a contracting party is in default of payment after the opening of insolvency proceedings. - if justified doubts exist with regard to the creditworthiness of a contracting party over which no insolvency proceedings have been opened, and at the request of Dr. Nico, does not make any advance payments or provide a suitable security to Dr. Nico and the bad financial circumstances were unknown to the other contracting party at the contract’s conclusion. 8 The copyrights and inventions to results created by Dr. Nico and their employees and commissioned third parties (in particular offers, reports, analyses, compositions, product and process developments, production processes, reports, organization plans, programs, performance specifications, designs, calculations, drawings, data carriers, etc.) remain with Dr. Nico. They may be used by the Company during and after termination of the contract only for purposes covered by the contract. The Company is therefore not entitled to reproduce and / or distribute the result (the results) without the express consent of Dr. Nico. Under no circumstances will an unauthorized duplication / dissemination of the results incur third party liability of Dr. Nico - especially for the accuracy of the results. The Company's violation of these provisions entitles Dr. Nico to immediate early termination of the contractual relationship and the assertion of other legal claims, in particular on the basis of omission and/or damages. 9 Dr. Nico is entitled and obliged, without regard to any fault, to remedy inaccuracies and defects in its performance of which it becomes aware. Dr. Nico will inform the Company immediately in this case. This claim of the Company expires three months after provision of the respective service. 10 Oral or telephone information, explanations, advice or recommendations are made to the best of our knowledge and belief. However, they are only binding if confirmed in writing. Liability or warranty for the success of measures recommended by Dr. Nico is excluded. This applies even if Dr. Nico accompanied the implementation of agreed or recommended plans or measures. Dr. Nico is liable – as far as the Company is not a consumer - only in case of intent or gross negligence. The amount of liability is limited to the typically foreseeable damage and is max. € 10,000 for any kind of damage. The liability of Dr. Nico is not applicable if the damage occurred is also due to incorrect or incomplete information or documents of the Company. The same applies in the event that Dr. Nico is not informed by the Company in writing of circumstances giving rise to liability within 14 calendar days after knowledge of such circumstances has been obtained. 11 Dr. Nico undertakes to maintain absolute confidentiality about all business matters it becomes aware of, in particular business and trade secrets, and any information it receives about the nature, scope and practical activities of the Company. In a separate GEGENSEITIGE GEHEIMHALTUNSVEREINBARUNG / MUTUAL NON DISCLOSURE AGREEMENT, project content will be precisely and specifically defined and agreed upon. 12 Amendments or additions to the order or these General Terms and Conditions require - with the exception of order extensions in accordance with the first paragraph of these Terms and Conditions - the observance of the written form to be effective. A tacit change of the order or the General Terms and Conditions is excluded. Should a provision of the order or of these Terms and Conditions be or become invalid, this shall not affect the legal validity of the remaining provisions of the order and these Terms and Conditions. In this case, a legally effective provision shall be agreed between the contracting parties which comes closest to the purpose and intent of the invalid clause. A similar procedure must be followed if the order or these Terms and Conditions should have a noncompliant gap, which must be closed by a supplementary contract interpretation. Place of performance for all services is Munich, Germany. The exclusive place of jurisdiction for all disputes arising from the order (including those in the documentation and bill of exchange procedure and in the dunning procedure) is Munich, Germany, as far as the Customer runs a business within the meaning of the German Commercial Code (HGB), is a special fund under public law or a legal entity under public law. If the Company is not a merchant, the place of jurisdiction shall also be Munich, Germany. If the Company has no place of jurisdiction in Germany at the time of filing the complaint or has its residence and / or domicile outside Germany or has relocated there or its domicile or abode is unknown, Munich is also the place of jurisdiction. Dr. Nico N. Raczek,  Groebenzell,  01.04.2018 Umsatzsteuer Identifikationsnummer (USt-IdNr./VAT-ID)):  DE317269044, Finanzamt:  82242 FFB.

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