1. Scope of Application

1.1 These General Terms and Conditions of Purchase (the "Terms") apply to all contracts for the purchase, acquisition, trading, delivery and, where applicable, processing, sorting, recycling, recovery, testing, analysis, storage, transport or related services concerning Primary Raw Materials, Secondary Raw Materials and other Materials, as well as any ancillary goods, works and services, between AURAC Recycling EOOD ("Purchaser") and the supplier ("Supplier").

1.2 These Terms apply to each Purchase Order issued by Purchaser that refers to these Terms or otherwise makes them available to Supplier before or at the time of contract formation. Supplier acknowledges that these Terms apply to all future Purchase Orders between the parties, even if not expressly referenced each time.

1.3 Conflicting, additional or deviating terms of Supplier shall not apply, regardless of whether they are attached to or referenced in any quotation, acknowledgement, confirmation, delivery note, invoice, online portal, email or other document, unless Purchaser expressly accepts them in a written instrument signed by an authorised representative of Purchaser.

1.4 Purchaser's Supplier Code of Conduct and any policies expressly referenced in the Purchase Order or made reasonably available to Supplier form part of the Contract in the version applicable on the date of the Purchase Order. Updates apply to future Purchase Orders and to existing Contracts only to the extent required by Applicable Laws or expressly accepted by Supplier, unless they do not materially increase Supplier's cost, risk or operational burden.

1.5 In the event of conflict, individually negotiated terms expressly agreed in writing by Purchaser prevail over these Terms. Otherwise, the order of precedence is: (i) any master or individually negotiated agreement signed by both parties; (ii) the Purchase Order including its schedules; (iii) these Terms; (iv) Purchaser's Specifications, quality standards and compliance instructions; (v) Supplier's quotation, excluding Supplier's standard terms.

2. Definitions

2.1 "Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

2.2 "Applicable Laws" means all laws, ordinances, regulations, sanctions, export control rules, customs rules, waste shipment rules, environmental laws, product safety laws, anti-bribery laws, human rights and supply-chain laws, data protection laws and other legally binding requirements applicable to Supplier, Purchaser, the Materials, the Deliverables, the place of origin, collection, processing, storage, shipment, transit, delivery, destination, use, resale, recovery or recycling.

2.3 "Business Day" means any day other than a Saturday, Sunday or official public holiday in Bulgaria.

2.4 "Contract" means the contract formed between Purchaser and Supplier in accordance with these Terms, including the applicable Purchase Order and all documents incorporated by reference.

2.5 "Deliverables" means all Materials, goods, works, services, samples, software, documentation, reports, data, certificates, test results, analyses and other items to be supplied by Supplier under a Contract.

2.6 "Excluded Territory" means the United States of America, including its territories and possessions.

2.7 "Materials" means Primary Raw Materials, Secondary Raw Materials and any other commodities, metals, minerals, concentrates, ores, scrap, residues, recyclates, by-products, semi-finished materials, electronic scrap, WEEE, printed circuit boards, obsolete electronics, mobile phones, computers, catalytic converters, catalysts, spent catalysts, precious-metal-bearing materials, non-ferrous metal scrap, ferrous metal scrap and other materials supplied under a Contract.

2.8 "Primary Raw Materials" means raw materials obtained from extraction, mining, harvesting, production or other primary sources.

2.9 "Purchase Order" means Purchaser's written or electronic order, purchase order, call-off, release, schedule, order acknowledgement request or other procurement instruction issued to Supplier.

2.10 "Secondary Raw Materials" means materials obtained from recycling, recovery, reprocessing, sorting, dismantling, industrial by-products, manufacturing scrap, end-of-life products or other secondary sources, whether or not such materials qualify as waste, by-products or end-of-waste materials under Applicable Laws.

2.11 "Specifications" means the agreed grade, composition, quality, quantity, tolerance, moisture limit, impurity limit, contamination limit, origin, documentation, packaging, labelling, technical, safety, environmental, waste, WEEE, customs, assay and compliance requirements for the Deliverables.

2.12 "Supplier Personnel" means Supplier's employees, directors, officers, agents, subcontractors, carriers, brokers, upstream suppliers, consultants and other persons engaged by Supplier in connection with the Contract.

2.13 "Work Results" means all results specifically created for Purchaser under a Contract, including designs, drawings, software, documentation, reports, data, databases, models, tools, moulds, tooling, analyses, laboratory results, process data, technical information and other work products

3. Offers, Formation of Contract and Order Confirmation

3.1 Offers made by Supplier are binding and, unless otherwise stated, valid for two (2) weeks from receipt by Purchaser.

3.2 A Purchase Order constitutes Purchaser's offer to contract on these Terms. Supplier accepts the Purchase Order by written confirmation, electronic acceptance, commencement of performance, dispatch of Deliverables, provision of documents or other conduct objectively indicating acceptance.

3.3 Until acceptance by Supplier, Purchaser may revoke, amend or replace its Purchase Order at any time.

3.4 Any purported acceptance by Supplier that includes or refers to Supplier's standard terms shall be deemed an acceptance of the Purchase Order without such terms, unless Purchaser expressly agrees to the variation in writing. Purchaser's receipt of Deliverables, payment, silence, failure to object, use of an online platform or acceptance of delivery shall not constitute acceptance of Supplier's terms.

3.5 Supplier shall confirm each Purchase Order within the period requested by Purchaser. Failure to confirm within such period does not prevent contract formation by Supplier's conduct under Clause 3.2.

4. Prices, Taxes and Payment

4.1 Unless otherwise stated in the Purchase Order, prices are fixed and include all costs, charges, packaging, insurance, loading, transport, export formalities, customs formalities, duties, fees and other costs payable by Supplier under the agreed Incoterms(R) 2020 rule and these Terms.

4.2 Any VAT, import VAT, sales tax, GST or similar indirect tax chargeable to Purchaser under Applicable Laws shall be shown separately on a valid tax invoice. Supplier shall be responsible for all taxes, duties and charges arising from Supplier's performance, personnel, subcontractors, upstream suppliers, transport arrangements, customs classification, waste classification or documentation errors.

4.3 Supplier shall bear all costs, losses, duties, taxes, demurrage, storage charges, penalties and administrative charges caused by incorrect classification, origin declarations, customs documents, waste shipment documents, export or import documents, transport documents, licences, certificates or other compliance information.

4.4 Payment shall be made after complete and conforming receipt of the Deliverables, receipt of all required documents, completion of any agreed inspection, sampling or assay process, receipt of final analysis results where applicable, and receipt of a valid invoice, either within fourteen (14) days with a three percent (3%) early payment discount or within thirty (30) days net, unless otherwise stated in the Purchase Order.

4.5 Purchaser may take the early payment discount even where Purchaser sets off claims, withholds disputed amounts, retains payments due to non-conformity or missing documents, or exercises any contractual or statutory remedy. Payment does not imply acceptance of the Deliverables, waiver of claims or confirmation of compliance.

4.6 Purchaser may withhold payment in whole or in part where Deliverables are non-conforming, contaminated, unlawfully sourced, incorrectly classified, unlawfully shipped, incomplete, undocumented, subject to third-party rights, affected by sanctions or export-control concerns, or where required documents or evidence have not been provided.

4.7 If an unforeseeable event beyond the reasonable control of the parties causes a material change in the economic basis of a Contract and increases Supplier's direct cost of performance by more than [●] percent, either party may request good-faith negotiations. If no agreement is reached within [●] Business Days, Purchaser may terminate the affected Purchase Order without liability for anticipated profits, provided that Purchaser shall pay for conforming Deliverables properly supplied before termination.

5. Delivery Dates, Delays, Contractual Penalty and Cover Purchase

5.1 Agreed delivery dates, performance dates, collection dates, shipping windows and document delivery dates are binding. Time is of the essence unless Purchaser expressly agrees otherwise in writing.

5.2 Supplier shall notify Purchaser immediately in writing of any actual or threatened delay, stating the reasons, expected duration, affected quantities, mitigation measures and revised delivery plan. Such notice does not release Supplier from liability.

5.3 Supplier is liable for all losses, damages, costs and expenses arising from delay, including replacement procurement costs, cover purchase costs, price differences, transport costs, expedited freight, storage, demurrage, production disruption, customer claims, regulatory costs and reasonable legal fees.

5.4 If Supplier fails to meet an agreed delivery or performance date, Supplier shall pay a contractual penalty at the rate of 0.1 percent of the value of the delayed Deliverables for each Business Day of delay, capped at 5 percent of the relevant Purchase Order value. The contractual penalty is due irrespective of proof of actual loss and without prejudice to Purchaser's right to demand timely performance and to claim further damages to the extent permitted by Bulgarian law. The parties agree that the penalty is stipulated specifically for delayed performance. Any contractual penalty paid shall be credited against damages to the extent required by Applicable Laws. The parties acknowledge that Bulgarian law permits contractual penalties and that mandatory rules, including rules relating to commercial transactions, good morals, nullity and judicial control of penalties, may apply.

5.5 The contractual penalty shall not accrue to the extent Supplier proves that the delay was directly caused by a Force Majeure Event under Clause 25 and that Supplier complied with its notice and mitigation obligations.

5.6 If Supplier fails to deliver conforming Deliverables on time, delivers non-conforming Deliverables, fails to provide required documents or otherwise materially breaches the Contract, Purchaser may purchase substitute materials or services from third parties. Supplier shall reimburse Purchaser for all additional costs, including price differences, transport costs, inspection costs, expedited freight, storage, demurrage, administrative costs, regulatory costs and reasonable legal fees. This right is without prejudice to contractual penalties, termination rights, indemnities and any other remedies.

6. Incoterms, Place of Delivery, Shipping Documents and Packaging

6.1 Unless otherwise stated in the Purchase Order, delivery shall be DDP Incoterms(R) 2020 to the place named in the Purchase Order. If DDP is not legally or operationally feasible, delivery shall be DAP Incoterms(R) 2020 to the place named by Purchaser, unless Purchaser expressly agrees another Incoterms(R) rule in writing.

6.2 Supplier shall remain responsible for all export clearance, shipment documentation, certificates of origin, customs classification, waste shipment documents, permits, consents, licences and other documents required up to delivery. Risk shall not pass to Purchaser before physical delivery at the named place and, where inspection or acceptance is required, not before Purchaser has had a reasonable opportunity to inspect the Deliverables.

6.3 Unless otherwise agreed, delivery shall be made to the delivery address indicated in the Purchase Order. Where Supplier arranges carriage, Supplier shall select suitable, lawful and cost-effective freight conditions and prepare all consignment notes, waybills, bills of lading and other transport documents.

6.4 Each delivery shall include shipping documents indicating the Purchase Order number, order date, line item numbers, quantity, weight, origin, classification, transport route and, where applicable, waste classification, WEEE classification, customs code, batch number, container number, vehicle number, seal number and certificate references. Electronic delivery documentation is preferred.

6.5 Supplier shall comply with all legal requirements relating to delivery, transport, packaging, marking, load securing and labelling, including all applicable local, EU, foreign, transit and destination-country regulations. International shipments using wood packaging must comply with ISPM 15 where applicable.

6.6 Unless Purchaser agrees otherwise, only one quality or material stream may be delivered per truck, container or shipment unit. If multiple qualities or streams are approved, they must be physically separated, clearly marked and match the packing list so that they can be unloaded, sampled and processed separately.

6.7 Supplier is liable for all damage, contamination, delay, rejection, seizure, regulatory action or loss caused by insufficient, faulty, unlawful or misleading packaging, marking, labelling, load securing or documentation. Packaging material shall be limited to what is necessary, clearly labelled and free from non-applicable labels.

6.8 Packaging becomes the property of Purchaser or, at Purchaser's option, shall be taken back by Supplier free of charge. Packaging costs will be reimbursed only if expressly agreed in the Purchase Order.

6.9 The use of packaging materials classified as hazardous, restricted or special waste under Applicable Laws is not permitted unless expressly approved by Purchaser in writing. If such materials are delivered without approval, Purchaser may return them at Supplier's expense or arrange proper storage, treatment or disposal at Supplier's cost.

6.10 Supplier shall arrange reasonable free time for demurrage, detention and storage at any port, terminal or receiving site. Supplier shall bear all demurrage, detention, storage and related costs caused by Supplier, Supplier Personnel, missing or incorrect documents, non-conformity, customs issues, waste shipment issues or other compliance defects.

7. Transfer of Risk and Title

7.1 Risk of loss or damage shall pass to Purchaser in accordance with the agreed Incoterms(R) 2020 rule, provided that risk shall not pass before physical delivery at the named place and a reasonable opportunity for inspection where the Deliverables are non-conforming, contaminated, incorrectly classified, unlawfully sourced, unlawfully shipped, incomplete or undocumented.

7.2 Risk in non-conforming, contaminated, incorrectly classified, unlawfully sourced, unlawfully shipped, incomplete or undocumented Deliverables remains with Supplier until Purchaser expressly accepts such Deliverables in writing.

7.3 Title to the Deliverables shall pass to Purchaser upon the earlier of physical delivery at the named place, payment, or acceptance where acceptance is expressly required, free from any retention of title, lien, charge, pledge, encumbrance, security interest or third-party right.

7.4 Supplier warrants that it has full right, title and authority to sell and transfer the Deliverables and that no third party has any ownership, security, retention-of-title, seizure, confiscation, recovery, proceeds-of-crime, insolvency or similar right in respect of the Deliverables.

8. Materials Classification, Origin and Chain of Title

8.1 Supplier represents and warrants that all Materials supplied under a Contract conform strictly to the agreed Specifications, including grade, composition, quality, quantity, moisture limits, impurity limits, contamination limits, treatment status, WEEE status, waste status, origin and documentation.

8.2 Supplier represents and warrants that all Materials are lawfully sourced, collected, extracted, produced, recycled, recovered, processed, dismantled, stored, transported, exported, imported and supplied.

8.3 Supplier represents and warrants that all Materials are supplied with good and marketable title, free from any lien, charge, retention of title, encumbrance, third-party right, seizure risk, confiscation risk, ownership dispute or proceeds-of-crime concern.

8.4 Supplier shall not supply Materials that are stolen, illegally mined, illegally exported, illegally imported, unlawfully recycled, unlawfully collected, unlawfully obtained, subject to illegal waste shipment, connected to organised crime or otherwise affected by unlawful conduct.

8.5 Supplier shall not supply Materials that originate from, involve or benefit any sanctioned, restricted, embargoed or prohibited person, entity, vessel, country, region, end-use or supply chain.

8.6 Supplier shall provide Purchaser with all documents reasonably required by Purchaser, including certificates of origin, certificates of analysis, assay reports, weighbridge tickets, customs documents, export/import licences, transport documents, safety data sheets, waste classification documents, WEEE documentation, end-of-waste evidence, chain-of-custody records, supplier declarations, upstream source records and any other compliance documentation required under Applicable Laws or the Purchase Order.

8.7 Supplier shall maintain complete records evidencing origin, chain of custody, lawful sourcing, ownership chain, compliance status, classification, shipment and quality for at least ten (10) years after delivery or longer if required by Applicable Laws. Purchaser may audit such records on reasonable notice.

9. Secondary Raw Materials, WEEE, Waste, End-of-Waste and Shipment Compliance

9.1 Where Materials are or have been waste, WEEE, electronic scrap, scrap, residues, recyclates, catalysts, by-products or materials derived from waste streams, Supplier shall be solely responsible for determining, documenting and proving their correct legal classification under Applicable Laws, including whether such Materials qualify as waste, hazardous waste, nonhazardous waste, green-listed waste, WEEE, by-products or end-of-waste materials.

9.2 Supplier shall not supply any Materials that are classified as hazardous waste, restricted waste, radioactive material, contaminated material, illegally shipped waste or material subject to prior informed consent or other shipment restrictions, unless expressly approved by Purchaser in writing and unless all permits, notifications, consents, financial guarantees, insurance, registration documents and shipment documents required under Applicable Laws have been obtained before dispatch.

9.3 Supplier shall provide Purchaser before dispatch with all classification codes and documents required for lawful shipment, transit, import, export, storage, processing, use, resale or recovery of the Materials, including, where applicable, Basel Convention codes, OECD codes, EU waste codes, Bulgarian waste codes, WEEE codes, Annex VII documents, notification documents, prior informed consent documents, end-of-waste certificates, treatment certificates and evidence of environmentally sound management.

9.4 If any Materials are shipped from, to, within or through Bulgaria, the European Union, the United Kingdom or any jurisdiction applying Basel Convention, OECD or comparable waste shipment controls, and are or may be classified as waste, Supplier shall comply with all applicable Bulgarian, EU, UK, national and international waste shipment rules, including the Bulgarian Waste Management Act, Bulgarian secondary legislation on waste import, export, transit and reporting, Regulation (EU) 2024/1157 on shipments of waste, Regulation (EC) No 1013/2006 to the extent applicable during any transitional period, the Basel Convention, OECD rules and all national implementing rules.

9.5 Supplier shall be responsible for all notifications, consents, permits, Annex VII documents, movement documents, electronic submissions, facility audits, recovery or disposal confirmations, financial guarantees, insurances and other requirements applicable to the shipment. Supplier shall not dispatch any Materials until all legally required approvals and documents have been obtained and provided to Purchaser.

9.6 Where Bulgarian authorities or other competent authorities require documents in Bulgarian or official translations, Supplier shall provide them promptly at Supplier's cost.

9.7 Supplier shall indemnify Purchaser against all losses, delays, storage costs, demurrage, seizure, confiscation, fines, penalties, return shipment costs, disposal costs, treatment costs, legal fees, customer claims and third-party claims arising from incorrect classification, missing documents, illegal shipment, contamination, WEEE non-compliance or breach of waste shipment laws.

9.8 Purchaser may reject, quarantine, return, dispose of or require Supplier to collect any Materials affected by incorrect classification, missing documents, illegal shipment, contamination or regulatory concerns at Supplier's risk and expense. Supplier shall collect rejected Materials within five (5) Business Days after notice unless Purchaser specifies a shorter period for safety, regulatory or operational reasons.

10. Quantity, Weight, Sampling, Assay and Quality

10.1 Excess, short or partial deliveries are not permitted unless expressly agreed by Purchaser. Quantities shall be determined according to the measurements, weighing, sampling and assay procedures applied at Purchaser's premises or by an independent laboratory, inspector or surveyor appointed or approved by Purchaser.

10.2 Unless otherwise agreed in the Purchase Order, quantity and quality shall be determined by Purchaser at the place of delivery or by an independent laboratory, inspector or surveyor appointed or approved by Purchaser. Purchaser's measurements, weights, sampling results and assay results shall be binding unless Supplier proves manifest error.

10.3 Supplier shall provide representative samples, retain split samples and cooperate with all inspection, weighing, sampling and assay procedures required by Purchaser. Supplier shall not manipulate samples, moisture, impurities, packaging, sorting or shipment composition.

10.4 Where Materials are priced by weight, metal content, purity, moisture, grade, recovery value or other analytical parameters, payment shall be based on the final accepted net dry weight and final assay results after deductions for moisture, impurities, contamination, penalties, treatment charges, refining charges, sampling charges and other agreed deductions.

10.5 Supplier shall meet the agreed Specifications exactly. Supplier warrants that the Deliverables comply with Applicable Laws, recognised industry standards, good industry practice, product safety requirements, environmental requirements, occupational health and safety requirements and all information, descriptions, samples, analysis reports and representations provided by Supplier.

10.6 Goods, components, scrap, WEEE, catalysts, residues or other Materials obtained from third parties must be carefully inspected by Supplier. Supplier may use only reliable upstream suppliers and remains fully responsible for upstream compliance, quality, origin and documentation.

10.7 Supplier shall provide comprehensive documentation in English and, where required by Applicable Laws, Purchaser or competent authorities, in Bulgarian or another relevant language. For chemicals, hazardous substances, dangerous goods, WEEE or waste materials, Supplier shall provide safety data sheets, safety instructions, transport documents, treatment information and legally required compliance documentation before dispatch.

11. Contamination, Radioactivity, Hazardous Substances, Dangerous Goods and E-Scrap Components

11.1 Supplier warrants that the Materials are non-radioactive and free from prohibited contamination, unless Purchaser expressly approves a specific material stream in writing and all legal requirements and Specifications are met. Natural background radiation within legally permissible limits shall not be deemed radioactivity for this purpose unless otherwise specified.

11.2 Unless expressly agreed otherwise in the Purchase Order, the Materials shall be free from harmful components, prohibited impurities and unsafe substances exceeding the agreed Specifications or legal limits, including oil, chlorine, mercury, PCBs, arsenic, bismuth, beryllium, cadmium, antimony, asbestos, excessive moisture, explosive components, pressurised containers, batteries, toner, refrigerants, medical waste, biological contamination, radioactive sources and other toxic or hazardous substances.

11.3 Where Materials include WEEE, electronic scrap, printed circuit boards, obsolete electronics, computers, mobile phones, used catalytic converters, catalysts or comparable complex material streams, Supplier shall accurately identify the material stream, treatment status, de-pollution status, hazardous components, batteries, capacitors, mercury-containing components, CRT glass, oils, fluids, airbags, explosive components and other risk-relevant components.

11.4 Dangerous goods must be correctly classified, packed, labelled, documented and transported in accordance with ADR, RID, IMDG, IATA or other applicable transport rules. Supplier is liable for all costs, losses and penalties arising from misclassification, misdeclaration, non-compliant packaging, missing documents or unsafe transport.

11.5 If radioactivity, harmful components, hazardous substances, dangerous goods, prohibited contamination or unsafe conditions are detected, Purchaser may reject delivery, deny entry to site, quarantine, store, treat, process, return, dispose of or require Supplier to collect the Materials at Supplier's risk and expense. Supplier shall reimburse all resulting costs, damages, regulatory costs and third-party claims.

12. Inspection, Notification of Defects, Acceptance and Remedies

12.1 Purchaser shall inspect the Deliverables within a reasonable time after delivery, taking into account the type of Materials, the need for weighing, sampling, analysis, assay, dismantling, treatment, recycling, document review and regulatory verification. Obvious defects and quantity deviations will be notified within four (4) weeks after delivery or completion of the relevant inspection process; hidden defects will be notified without undue delay after discovery.

12.2 Where acceptance is expressly required, acceptance shall occur only upon Purchaser's written acceptance or deemed acceptance after expiry of an expressly agreed acceptance period without notice of material non-conformity. Payment, unloading, sampling, processing for safety reasons or storage does not constitute acceptance.

12.3 Purchaser may, at its option, require Supplier to repair, replace, re-perform, sort, collect, return, refund, reduce the price, provide missing documents, correct classification or otherwise remedy defective Deliverables within the period specified by Purchaser.

12.4 If Supplier fails to remedy within the specified period, or in urgent cases where delay would create safety, environmental, regulatory, operational or customer risk, Purchaser may remedy the defect itself or through third parties at Supplier's cost.

12.5 Further contractual and statutory rights, including price reduction, damages, cover purchase, rejection, rescission, termination, indemnity and withholding of payment, remain unaffected.

12.6 Supplier shall indemnify Purchaser against all third-party claims based on defects, non-conformity, contamination, unlawful sourcing, unlawful shipment, incorrect classification, missing documents or regulatory non-compliance and shall reimburse all costs incurred due to product recalls, field actions, withdrawals, customer notifications, regulatory notifications, return shipments, disposal or corrective actions.

13. Warranty Period and Spare Parts

13.1 The warranty period is thirty-six (36) months from delivery or, where acceptance is agreed, from acceptance, unless a longer mandatory or contractual warranty, guarantee or limitation period applies.

13.2 Repaired, replaced, re-performed, sorted or otherwise remedied Deliverables shall be warranted anew for the longer of twelve (12) months from repair, replacement, re-performance or remedy, or the remainder of the original warranty period.

13.3 Supplier shall ensure the availability of spare and wear parts for Deliverables, or functionally equivalent successors, for at least ten (10) years after the last delivery to Purchaser at fair and reasonable prices not exceeding the median of Supplier's list prices for comparable customers, unless not relevant for the type of Deliverables supplied.

13.4 If Supplier intends to discontinue production, support or availability of relevant spare or wear parts, Supplier shall provide at least twelve (12) months' prior written notice and offer Purchaser a last-time-buy opportunity on commercially reasonable terms.

14. Liability, Indemnity and Insurance

14.1 Supplier shall be liable without limitation for all losses, damages, costs and expenses suffered or incurred by Purchaser arising out of or in connection with Supplier's breach of Contract, negligence, wilful misconduct, defective Deliverables, nonconforming Materials, incorrect classification, contamination, unlawful sourcing, unlawful shipment, infringement of third-party rights, violation of Applicable Laws or acts or omissions of Supplier Personnel.

14.2 Supplier shall indemnify and hold harmless Purchaser, its Affiliates, officers, directors, employees, customers and end users from and against all third-party claims, liabilities, losses, damages, fines, penalties, costs and reasonable legal fees arising out of or in connection with the Deliverables or Supplier's performance, except to the extent caused by Purchaser's wilful misconduct or gross negligence.

14.3 Supplier shall reimburse Purchaser for all direct losses, replacement procurement costs, cover purchase costs, price differences, transport costs, storage costs, demurrage, detention, testing costs, inspection costs, sampling costs, sorting costs, treatment costs, disposal costs, regulatory costs, customer claims and reasonable legal fees arising from Supplier's breach.

14.4 Supplier shall not exclude or limit liability by reference to loss of profit, consequential loss, indirect loss or similar categories where such loss arises from Supplier's breach of warranties, indemnities, compliance obligations, title obligations, sanctions obligations, export-control obligations, waste shipment obligations, confidentiality obligations or obligations relating to unlawful, contaminated or defective Materials.

14.5 Purchaser shall notify Supplier of any indemnified claim, allow Supplier to participate in the defence where appropriate and provide reasonable cooperation. Supplier shall not settle any claim in a manner that imposes liability, admission, restriction or obligation on Purchaser without Purchaser's prior written consent.

14.6 Supplier shall maintain insurance appropriate to its obligations and risk profile, including product liability insurance, public liability insurance, employer's liability insurance, environmental liability insurance, transport/cargo insurance and, where services, software, design, engineering or data processing are supplied, professional indemnity and cyber liability insurance. Minimum coverage shall be EUR 10 million per occurrence for personal injury, property damage and environmental damage unless the Purchase Order requires higher coverage. Insurance does not limit Supplier's liability.

15. Intellectual Property and Work Results

15.1 Supplier hereby assigns to Purchaser, by way of present assignment of existing rights and future assignment of future rights, all right, title and interest in and to the Work Results specifically created for Purchaser under the Contract, including all intellectual property rights therein, to the fullest extent permitted by Applicable Laws.

15.2 To the extent any Work Results or rights therein cannot be assigned by law, Supplier grants Purchaser an exclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free, transferable and sublicensable licence to use, reproduce, modify, adapt, further develop, distribute, manufacture, have manufactured, maintain and otherwise exploit the Work Results for any purpose.

15.3 Supplier retains ownership of its pre-existing intellectual property ("Background IP"). To the extent Background IP is embedded in or necessary to use, maintain, repair, reproduce, modify or exploit the Deliverables or Work Results, Supplier grants Purchaser a non-exclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free, transferable and sublicensable licence to use such Background IP for those purposes, including for interoperability, maintenance and the manufacture or procurement of spare and replacement parts.

15.4 Supplier shall execute and procure the execution of all documents and take all actions reasonably required to perfect, record or evidence Purchaser's ownership or licence rights. Supplier shall ensure that its employees, contractors and subcontractors validly assign or license all rights required for Supplier to comply with this clause.

15.5 Supplier shall not incorporate open-source software, third-party materials or Background IP into the Work Results unless disclosed to and approved by Purchaser in writing.

16. Set-off, Rights of Retention and Assignment

16.1 Supplier may set off or withhold performance only in respect of counterclaims that are undisputed or finally determined by a competent court or arbitral tribunal. This also applies to defences of non-performance to the extent permitted by Applicable Laws.

16.2 Supplier may not assign, transfer, pledge, factor, encumber or otherwise dispose of its contractual rights or claims without Purchaser's prior written consent.

16.3 Purchaser may set off amounts owed by Purchaser to Supplier against amounts owed by Supplier to Purchaser. To the extent permitted by Applicable Laws, Supplier agrees that Purchaser may also set off claims assigned to Purchaser by any Purchaser Affiliate or claims owed by Supplier to any Purchaser Affiliate where Purchaser acts as collection agent for such Affiliate.

16.4 Purchaser may assign or transfer the Contract or any rights under it to any Affiliate or successor in connection with a group reorganisation, merger, acquisition, asset transfer, financing or sale of business, provided that Supplier's material contractual position is not unreasonably impaired.

17. Site Access, Safety and Security

17.1 When Supplier Personnel access Purchaser sites, Supplier shall ensure compliance with Purchaser's site rules, safety and security policies, environmental policies, traffic rules, PPE requirements, loading and unloading instructions, emergency procedures and Applicable Laws.

17.2 Purchaser may conduct reasonable access controls, identity checks, vehicle checks, baggage checks, radiation checks, material checks, alcohol/drug checks where lawful, and security controls by authorised personnel for security, safety, environmental or regulatory reasons. Personal searches require prior consent and shall comply with applicable employment and data protection laws. Purchaser may deny access to any person who refuses a lawful control.

17.3 Supplier is responsible for the conduct, safety, training, authorisations, permits and insurance of Supplier Personnel and for all damage, contamination, injury, regulatory breach or operational disruption caused by Supplier Personnel.

18. Confidentiality

18.1 All information, drawings, designs, plans, data, samples, analyses, assay results, pricing, commercial terms, supplier information, customer information, technical information and other company or business secrets obtained in connection with a Contract shall be kept confidential and may not be disclosed to third parties or used for purposes other than performance of the Contract.

18.2 The confidentiality obligation does not apply to information that Supplier can prove was already lawfully known, publicly available without breach, independently developed without use of confidential information, or required to be disclosed by law, court order or authority. Supplier shall notify Purchaser before any legally required disclosure to the extent legally permitted and shall disclose only the minimum required information. 18.3 The existence of the Contract, Purchase Orders, delivery flows, material streams, customers, suppliers, prices, assays and resulting work processes shall be treated as confidential.

18.4 Documents, samples, software, data carriers and information provided by Purchaser shall be kept carefully, used only for contractual purposes and returned or securely deleted upon request or when no longer needed. Supplier shall certify deletion or destruction upon request.

18.5 Supplier shall inform its employees, subcontractors and third parties of these confidentiality obligations and ensure their compliance. Supplier remains liable for all breaches by such persons.

18.6 Confidentiality obligations survive for five (5) years after termination or expiry. With respect to trade secrets, obligations survive as long as such information remains a trade secret. The parties acknowledge that unauthorised disclosure may cause irreparable harm and that injunctive or interim relief may be sought.

19. Third-Party Rights and IP Infringement Indemnity

19.1 Supplier warrants that Deliverables and Work Results do not infringe third-party rights in any jurisdiction where they are manufactured, processed, delivered, used, resold, recovered, recycled or otherwise exploited.

19.2 Supplier shall indemnify, defend and hold harmless Purchaser, its Affiliates and customers from all claims, losses, liabilities, costs and expenses, including reasonable attorneys' fees, arising from alleged or actual infringement or misappropriation of third-party rights.

19.3 At Purchaser's option, Supplier shall promptly: (a) procure the right to continue using the Deliverables or Work Results; (b) modify or replace them so that they are non-infringing without loss of functionality, performance, compliance or value; or (c) take back the Deliverables at Supplier's cost and refund the price, without prejudice to Purchaser's other remedies.

19.4 Except as expressly stated, no third-party beneficiary rights are intended unless mandatory law provides otherwise. Purchaser may recover losses suffered by its Affiliates, customers and end users to the extent permitted by Applicable Laws.

20. Subcontractors

20.1 Supplier shall not subcontract any material part of its obligations without Purchaser's prior written consent. Planned subcontractors must be notified sufficiently in advance and shall be subject to Purchaser's approval.

20.2 Supplier remains fully responsible for all acts and omissions of subcontractors as if they were its own. Approval of a subcontractor does not release Supplier from any obligation or liability.

20.3 Supplier shall ensure that approved subcontractors are bound by written obligations no less protective of Purchaser than these Terms, including confidentiality, compliance, audit, data protection, intellectual property, waste shipment, sanctions, export-control and business continuity obligations.

21. Advertising Materials and Publicity

21.1 Supplier may not refer to the business relationship with Purchaser, AURAC Recycling, AURAC AG or any AURAC group company in advertising, public statements, websites, social media, publications, case studies, ESG reports or customer references without Purchaser's prior written consent.

21.2 Supplier shall not use any name, trademark, trade name, logo or domain of Purchaser or any AURAC group company without express written consent.

22. Termination, Suspension and Step-in

22.1 Either party may terminate the Contract in whole or in part with immediate effect for good cause, including material breach not remedied within ten (10) Business Days after written notice, insolvency events, persistent delays, regulatory prohibition, loss of required permits, unlawful shipment, sanctions or export-control concern, serious compliance breach, safety incident or material deterioration of Supplier's ability to perform.

22.2 Purchaser may terminate the Contract or any Purchase Order for convenience, in whole or in part, by written notice with thirty (30) days' notice. Supplier shall cease work and mitigate costs. Purchaser shall pay for conforming Deliverables properly performed and accepted up to termination and for unavoidable, pre-approved, non-cancellable direct costs. Supplier is not entitled to anticipated profits, loss of business, consequential damages or termination compensation.

22.3 Purchaser may suspend performance, delivery, acceptance, processing or payment where compliance, sanctions, exportcontrol, waste shipment, safety, title, quality, contamination, fraud or documentation concerns arise. Supplier shall provide all information required to resolve such concerns.

22.4 If Supplier materially defaults and such default threatens timely delivery, quality, safety, compliance or continuity of supply, Purchaser may, after written notice and a reasonable cure period, step in and perform or procure performance of the affected obligations at Supplier's cost. In urgent cases, Purchaser may step in immediately where delay would create material risk. 22.5 For the purpose of exercising step-in rights, Supplier grants Purchaser a temporary, non-exclusive, royalty-free licence to use Supplier's materials, documentation, tools, access rights and information strictly to the extent necessary to mitigate Supplier's default and ensure continuity of supply. Supplier shall ensure that critical subcontracts permit such step-in or assignment where reasonably required by Purchaser. 22.6 Upon Purchaser's request, Supplier shall assign to Purchaser, or procure assignment of, critical subcontracts related to the Deliverables to ensure continuity of supply, to the extent legally possible.

23. Compliance, Anti-Bribery, Responsible Sourcing and Supply Chain

23.1 Supplier shall comply with all Applicable Laws relating to anti-bribery, anti-corruption, fraud prevention, money laundering, tax, customs, human rights, labour, child labour, forced labour, modern slavery, occupational health and safety, environmental protection, product compliance, waste management, WEEE, conflict minerals and supply-chain due diligence.

23.2 Supplier shall maintain risk-based compliance procedures appropriate to its size, role and risk profile, including due diligence, training, books and records, reporting, whistleblowing or reporting channels, corrective-action processes and upstream supplier controls.

23.3 Supplier shall not offer, promise, give, request or accept any bribe, kickback, facilitation payment, improper advantage, hidden commission or benefit in connection with a Contract.

23.4 Where the Materials include or may include tin, tantalum, tungsten, gold, cobalt, lithium, nickel, natural graphite, rare earths, strategic raw materials, critical raw materials, catalysts, precious metals or any other materials subject to supply-chain due diligence requirements, Supplier shall maintain and provide upon request appropriate due diligence records, chain-ofcustody documentation, country-of-origin information, smelter/refiner information, risk assessments, audit reports and corrective-action records.

23.5 Supplier shall not supply Materials connected with armed conflict, forced labour, child labour, human trafficking, illegal mining, illegal waste shipment, serious environmental harm, corruption, sanctioned parties, terrorist financing, organised crime or other severe adverse impacts.

23.6 Upon reasonable request, Supplier shall provide information and evidence required for Purchaser or any AURAC group company to verify compliance with Applicable Laws, Purchaser's Supplier Code of Conduct, customer requirements, financing requirements, insurance requirements and ESG or supply-chain reporting obligations. Supplier shall promptly remedy any noncompliance identified by Purchaser.

23.7 Purchaser may audit Supplier and approved subcontractors on reasonable notice to verify compliance. Audits shall be conducted during normal business hours, in a manner that minimises disruption and respects legitimate confidentiality. Supplier shall provide access to relevant facilities, records, personnel, upstream supplier records and compliance documents.

24. Export Controls, Sanctions, Customs and Excluded Territory

24.1 Supplier represents and warrants that it, its Affiliates, subcontractors, carriers, brokers, upstream suppliers and relevant personnel comply with all applicable sanctions, export control, customs, import, anti-boycott and trade compliance laws, including those of Bulgaria, the European Union, the United Kingdom, Switzerland, Hong Kong, the People's Republic of China and any country of origin, transit or destination.

24.2 The Materials shall not be supplied, shipped, resold, processed, incorporated, used or otherwise made available in or for the Excluded Territory unless Purchaser gives prior written consent.

24.3 Supplier shall not supply Materials that require shipment to, from or through the Excluded Territory or that require U.S. import formalities, U.S. customs clearance or U.S. destination compliance, unless expressly agreed by Purchaser in writing.

24.4 U.S. export control or sanctions laws shall apply only to the extent a U.S. nexus exists, including U.S.-origin items, items subject to the U.S. Export Administration Regulations, U.S. persons, U.S. technology, U.S. software, U.S. dollar clearing or other legally relevant U.S. connections. Supplier shall notify Purchaser before acceptance of the Purchase Order if any Materials, documents, technology, software, supplier, subcontractor, vessel, payment route, origin, transit route, destination, end-use or end-user may create a U.S. nexus.

24.5 Supplier shall provide Purchaser with all export control classifications, customs tariff classifications, waste classifications, WEEE classifications, country-of-origin information, licence requirements, end-use restrictions and destination restrictions applicable to the Deliverables.

24.6 Supplier shall not supply any Deliverables involving restricted parties, sanctioned parties, prohibited destinations, prohibited end uses, military end uses, weapons end uses, nuclear end uses, diversion risks, sanctioned vessels, sanctioned ownership/control structures or other prohibited trade compliance scenarios.

24.7 Supplier shall notify Purchaser without undue delay of any change in classification, licence status, sanctions status, ownership or control, end-use restriction or other trade compliance matter affecting the Deliverables or Supplier's performance. Purchaser may suspend performance, reject Deliverables, withhold payment or terminate the affected Contract if Purchaser reasonably determines that continued performance may create sanctions, export control, customs, waste shipment or trade compliance risk.

25. Force Majeure

25.1 "Force Majeure" means an event beyond the affected party's reasonable control that could not be prevented or overcome by reasonable measures, including natural disasters, war, terrorism, riots, epidemics or pandemics, governmental actions, import or export bans, embargoes, general strikes, widespread power or telecom outages, port closures, border closures or comparable events.

25.2 Lack of personnel, materials, components, finance, capacity, transport, permits or upstream supply shall not constitute Force Majeure unless directly caused by a Force Majeure Event and Supplier proves that the shortage could not reasonably have been avoided or mitigated through alternative sourcing, allocation, substitution, expedited transport or other reasonable measures. Strikes limited to Supplier's operations are not Force Majeure.

25.3 The affected party shall notify the other party in writing without undue delay and in any case within five (5) Business Days after becoming aware of the event, describing the event, expected duration, affected obligations and mitigation measures. The affected party shall use all reasonable efforts to mitigate and overcome the effects.

25.4 Deadlines and delivery dates shall be extended only to the extent and for the period directly affected by Force Majeure and the time reasonably required to resume performance. Purchaser may request partial deliveries, alternative supply, volume allocation and information on available capacity.

25.5 Supplier shall allocate available capacity and inventory to Purchaser on a fair and non-discriminatory basis and no less favourably than to similarly situated customers.

25.6 If Force Majeure continues for more than thirty (30) consecutive days, the parties shall discuss schedule and volume adjustments in good faith. If no solution is reached within ten (10) additional days, Purchaser may terminate the affected part upon written notice without liability for anticipated profits or consequential damages.

25.7 Payment obligations for conforming Deliverables already received and accepted remain unaffected.

26. Force Majeure

26.1 The parties do not intend Supplier to process personal data on behalf of Purchaser under the Contract. Any processing of personal data shall be limited to ordinary business contact data required for contract administration, logistics, invoicing, compliance checks, site access, safety, security, sanctions screening and communication.

26.2 Each party shall comply with the data protection and privacy laws applicable to it, including Regulation (EU) 2016/679 (GDPR), the Bulgarian Personal Data Protection Act and other mandatory data protection laws where applicable.

26.3 If Supplier processes personal data on behalf of Purchaser or obtains access to Purchaser personal data beyond ordinary business contact data, Supplier shall notify Purchaser in advance and the parties shall enter into an appropriate data processing agreement before such processing begins.

26.4 Supplier shall implement appropriate technical and organisational measures to protect any personal data processed in connection with the Contract and shall notify Purchaser without undue delay of any personal data breach affecting Purchaser, Purchaser Personnel or Purchaser data.

26.5 Transfers of personal data outside the European Economic Area shall take place only where appropriate safeguards required by Applicable Laws are implemented, including EU Standard Contractual Clauses and transfer assessments where required.

27. Notices, Written Form and Electronic Signatures

27.1 Any notice under the Contract shall be in writing and delivered by hand, courier, registered mail or email to the addresses specified in the Purchase Order or otherwise notified in writing by the receiving party.

27.2 Notices by email shall be deemed received when sent, provided that no automated delivery failure notice is received, or on the next Business Day if sent outside normal business hours at the recipient's place of business. Notices of termination, insolvency, legal proceedings or material breach should also be sent by courier or registered mail where reasonably practicable.

27.3 Amendments and supplements to the Contract, including this written form clause, must be made in writing. Email is sufficient unless notarisation, qualified electronic signature or another form is required by Applicable Laws or expressly agreed in the Purchase Order.

27.4 No waiver of any right shall be effective unless in writing. Failure or delay to exercise a right does not operate as a waiver. Rights and remedies are cumulative.

27.5 The Contract may be executed, accepted or amended electronically, including by email, electronic signature or electronic procurement platform, unless Applicable Laws require a different form. Where Bulgarian or EU law requires authentication by electronic signature or other electronic trust service, the parties shall comply with the Bulgarian Electronic Document and Electronic Trust Services Act, Regulation (EU) No 910/2014 (eIDAS) or any successor legislation.

28. Place of Performance, Jurisdiction, Governing Law and CISG

28.1 The place of performance for all delivery, documentation, warranty and compliance obligations is the delivery address indicated by Purchaser in the Purchase Order, unless otherwise expressly agreed.

28.2 To the extent permissible by law, the competent courts of Sofia, Bulgaria shall have exclusive jurisdiction for all disputes arising out of or in connection with the Contract. Supplier shall bring proceedings only before such courts.

28.3 Purchaser may, at its sole option, bring proceedings against Supplier before the competent courts of Sofia, Bulgaria, the courts of Supplier's place of incorporation or registered office, the courts of the place where Supplier's assets are located, or any court competent to grant interim, protective, injunctive or enforcement measures.

28.4 These Terms and the contractual relationship between Purchaser and Supplier are governed exclusively by the laws of Bulgaria, excluding its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG), to the extent otherwise applicable, is excluded.

28.5 Nothing in this Clause prevents Purchaser from applying for interim, protective, injunctive, seizure, evidence preservation, customs, regulatory or enforcement measures before any competent court or authority.

29. Final Provisions and English Master Version

29.1 The invalidity, illegality or unenforceability of any provision of the Contract or these Terms shall not affect the validity of the remaining provisions. The parties shall replace the invalid, illegal or unenforceable provision with a valid provision that comes as close as legally possible to the economic purpose of the original provision.

29.2 These Terms are drafted as the English master version. In the event of discrepancies between the English text and any translation, the English version shall prevail to the extent permitted by Applicable Laws. Where Bulgarian law or a competent authority requires Bulgarian-language documents, filings, notices, permits, translations or official translations, Supplier shall provide or cooperate in providing them at Supplier's cost to the extent the requirement relates to Supplier, Supplier's Materials, Supplier's shipment, Supplier's documents or Supplier's breach.

29.3 Headings are for convenience only and do not affect interpretation. References to laws include amendments, replacements and successor legislation. References to Incoterms(R) are references to Incoterms(R) 2020 unless expressly stated otherwise.

29.4 The parties are independent contractors. No agency, partnership, joint venture or fiduciary relationship is created. Supplier has no authority to bind Purchaser or any AURAC group company.

29.5 These Terms are incorporated by reference in all Purchase Orders. Supplier's acceptance of a Purchase Order, commencement of performance or delivery of Deliverables constitutes acceptance of these Terms.