GENERAL TERMS AND CONDITIONS (GTCS)

1. GENERAL

The following general terms and conditions of sale and delivery (hereinafter: “GTC”) apply to sales and deliveries of pharmaceutical products by Greenrise Global Brands Inc. (Formerly AMP Alternative Medical Products Inc.), Alfred – Hess – Straße 23, 99094 Erfurt, Germany (hereinafter: “Greenrise”) to the customers ordering these products. Differing
agreements, in particular contradictory or supplementary terms and conditions of business of the customer, require the express written consent of Greenrise.

2. ORDERS AND CONCLUSION OF CONTRACTS

2.1
The customer orders the products from Greenrise in writing, by fax or by e-mail. The order shall specify the type and quantity of the products as well as the
desired delivery date. If there is no indication of the delivery date, it shall be assumed that delivery is to take place at the next possible time.

2.2
Each order placed by the customer constitutes an offer to purchase Greenrise’s products subject to these GTC.

2.3
Acceptance by Greenrise shall take place within two weeks of receipt of the order.

2.4
Upon acceptance of the order, a purchase contract (hereinafter referred to as the “contract”) shall be concluded between Greenrise and the customer placing the order on the basis of these GTC and the specifications contained in the order, unless expressly agreed otherwise in writing between Greenrise and the customer
.

3. EVIDENCE AND NOTIFICATIONS

3.1
When ordering a product for the first time, the customer shall be obliged to provide Greenrise with evidence of the relevant permits and authorisations (hereinafter referred to as “evidence”), namely e.g. the licence to operate a pharmacy pursuant to Section 1 (1) of the German Pharmacy Act (ApoG) or the licence to operate a hospital pharmacy pursuant to Section 14 (1) of the German Pharmacy Act (ApoG) as well as the narcotics number notification from the
Federal Opium Agency. This can be done by e-mail, fax or by sending a corresponding copy by post. The customer’s proof must be valid and bear his current company name and address.

3.2
The customer must notify Greenrise without delay of any changes in connection with the evidence and in particular inform Greenrise of their expiry or timing.

3.3
Until the evidence is available, Greenrise may refuse to supply the products concerned.

4. PRICES

4.1
The prices according to the price list valid at the time of the order shall apply unless a different price is stated in the order confirmation in individual cases.

4.2
The prices are exclusive of VAT and the costs of shipping and packaging incurred in accordance with 5.2, unless expressly agreed otherwise in writing.

5. DELIVERY

5.1
Greenrise may use shipping service providers to dispatch the products. Furthermore, Greenrise shall be entitled to make partial deliveries or
partial services if these are of interest to the customer in accordance with the purpose of the contract and the customer does not incur any significant additional work or costs as a result.

5.2
The risk of accidental loss and accidental deterioration of the products shall pass to the customer as soon as Greenrise has handed over the products to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. If dispatch or handover is delayed due to a circumstance caused by the customer, the risk is transferred to the customer on the day of notification of readiness for dispatch. The customer is free to take out transport insurance.

5.3
Greenrise shall deliver within the Federal Republic of Germany carriage or postage paid, unless expressly agreed otherwise. Additional costs incurred due to special requests for packaging or shipping shall be invoiced separately and shall be borne by the customer.

5.4

If no fixed delivery date has been agreed, delivery shall be made at the next possible date. If a fixed delivery date has been agreed, dispatch on the agreed delivery date shall be sufficient for compliance with the delivery date.

6. PLACE OF PERFORMANCE

The place of performance for Greenrise’s obligations is the place from which the products are shipped. The place of performance for the customer’s obligations, in particular for payment, is Erfurt.

7. COMPLAINTS

7.1
Complaints must be made in writing (also by e-mail or fax), stating the order data and the invoice and dispatch numbers. Products that are the subject of a complaint may only be returned to Greenrise with Greenrise’s written consent (also by e-mail or fax). AMP may return delivered products that are returned without its prior consent to the customer and is not obliged to ensure their safekeeping. The exercise of statutory warranty rights shall remain unaffected by this.

7.2
If, according to the Customer, the returned products are marketable medicinal products, a return declaration must be enclosed with the return. The return declaration must contain (i) proof that the customer has received the products from Greenrise (e.g. delivery notes or invoices) and (ii) confirmation that the products have been properly stored and handled since delivery
and, in particular, have not left the customer’s area of responsibility
. The return declaration must also contain a confirmation that the products have not left the customer’s area of responsibility.

7.3
The limitation period for claims for defects is twelve (12) months, calculated from the date of delivery of the products supplied. This does not apply to claims for injury to life, limb or health or due to damage caused by gross negligence
or intent. For these, the statutory limitation periods shall apply.

7.4
If the storage conditions specified on the packaging are not complied with or shelf life limits are exceeded, Greenrise shall not be liable for any resulting damage.

8. LIABILITY

8.1
Greenrise’s liability for all rights and claims, contractual and non-contractual, arising from and in connection with the contract is limited in accordance with this clause 8, unless otherwise stated above.

8.2
In the following cases, Greenrise shall be liable without limitation in accordance with the statutory provisions:

a)
for damages arising from injury to life, limb or health which are based on an intentional or negligent breach of duty by Greenrise, its legal representatives or vicarious agents,

b)
for other damages which are based on an intentional or grossly negligent breach of duty by Greenrise, its legal representatives or vicarious agents,

c)
if a defect has been fraudulently concealed or a guarantee for the condition of an item has been assumed and

d)
for claims for damages under the German Product Liability Act (ProdHaftG) and the German Medicines Act (AMG).

8.3
In all other cases, Greenrise shall only be liable in the event of simple negligence, including that of its legal representatives and vicarious agents, insofar as damage is caused by a breach of essential contractual obligations (obligations whose fulfilment is essential to the proper performance of the contract and on whose fulfilment the customer regularly relies and may rely), whereby this liability shall be limited to the typical damage that was foreseeable for Greenrise when the contract was concluded.

8.4
Apart from this, liability on the part of Greenrise is excluded.

9. TERMS OF PAYMENT

9.1
Invoicing shall take place after delivery, whereby the invoice shall show the respective order number.

9.2
Invoice amounts are to be paid within ten (10) days of the date of the invoice without any deductions, unless otherwise agreed. The date on which payment is credited to Greenrise’s account shall be decisive for the timeliness of payment. Payments to Greenrise must be made exclusively by bank transfer to the bank account shown on the respective invoice. Any fees or other charges in this connection shall be borne by the customer.

9.3
Alternatively, the customer may issue Greenrise with a SEPA company mandate. The direct debit is usually collected ten (10) days after the invoice date. The period for advance notification (pre-notification) shall be reduced to
five (5) business days. The customer warrants to ensure that the account is covered. Costs incurred due to non-payment or reversal of the direct debit shall be borne by the customer as long as the non-payment or reversal was not caused by Greenrise.

9.4
Offsetting with counterclaims of the customer or the retention of payments due to such claims is only permissible insofar as the counterclaims are undisputed or have been legally established or originate from the same contractual relationship as the main claims.

9.5
The customer is not authorised to assign its contractual rights to third parties without the express written consent of Greenrise. § 354a HGB remains unaffected.

10. RESERVATION OF OWNERSHIP

10.1
All products supplied by Greenrise shall remain the property of Greenrise (hereinafter referred to as “reserved products”) until the customer has settled all his liabilities arising from the business relationship with Greenrise.

10.2
The customer hereby assigns his claims against the purchaser from the sale of products subject to retention of title to Greenrise as security and Greenrise hereby accepts these. The same applies to claims that take the place of the products subject to retention of title or are otherwise connected with them, e.g. those arising from tort. If products subject to retention of title are sold together with other
items at a total price, the assignment is limited to the pro rata amount (incl. VAT) for the products subject to retention of title that are also sold.

10.3
As long as the customer duly fulfils his obligations arising from the business relationship with Greenrise, he may dispose of the products subject to retention of title owned by Greenrise in the ordinary course of business and collect the claims assigned to Greenrise in his own name. If the customer defaults on payment or if compulsory enforcement measures are taken against the customer or if judicial insolvency proceedings are opened against the customer’s assets
or if the opening of such proceedings is rejected due to insufficient assets, AMP shall be entitled to revoke this authorisation to collect and to collect the assigned claims and, in the case of resale, processing
or mixing or combining that has not yet taken place, to take back the products subject to retention of title. In this case, the customer shall be obliged to surrender the goods. Goods are always taken back only as a precaution; this does not constitute a withdrawal from the contract.

10.4
If the value of the securities exceeds the claims to be secured by more than 10%, Greenrise shall release securities to this extent at the customer’s request, at Greenrise’s discretion.

10.5
Any processing of the products subject to retention of title by the customer shall always be carried out for Greenrise. Pledges or transfers of ownership by way of security are not permitted. If the products subject to retention of title are processed, inseparably combined or mixed with other items not owned by Greenrise, Greenrise shall thereby acquire co-ownership of the new items in the ratio of the invoice value of the products subject to retention of title to the invoice value of the other processed, combined
or mixed items at the respective time. If an item owned by the customer is to be regarded as the main item in the processing, combining or mixing, the customer shall transfer proportional co-ownership to AMP. The customer shall keep AMP’s sole ownership or co-ownership in safe custody.

10.6
The customer shall store the products subject to retention of title for Greenrise free of charge for the duration of the retention of title. He is obliged to treat them with care and in accordance with the specifications of the package insert and good sales practice and to insure them appropriately at his own expense against all the usual risks, in particular theft, fire and water damage.

10.7
The customer must inform Greenrise immediately in writing in the event of seizure or other interventions by third parties in the products subject to retention of title. He shall inform the third party or parties of Greenrise’s ownership of the products subject to retention of title.

11. EXCHANGE OF INFORMATION

The customer is obliged to inform Greenrise within twenty-four (24) hours of becoming aware of (i) undesirable or unexpected events or reports of special situations in humans in connection with the
use of an Greenrise product, (ii) a technical complaint about an Greenrise product, and (iii) any other report of anomalies in connection with an Greenrise product (e.g. contamination, discolouration, incorrect labelling, adulteration, etc.) that deviate from the known or agreed specifications or modes of operation and action of the product
. The customer is obliged to inform Greenrise within twenty-four (24) hours of becoming aware of such anomalies. The report must be sent to the following address: info@amp-eu.de.

12. OTHER PROVISIONS

12.1
The exclusive place of jurisdiction for all disputes arising from the contract is Erfurt.

12.2
The contract shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.

12.3
Amendments and/or supplements to the contract must be made in writing to be legally effective. This also applies to the waiver of the
written form requirement. Verbal subsidiary agreements do not exist.