General Terms and Conditions

Preamble

Export Global GmbH (hereinafter referred to as “EXGLO”) operates a digital Platform for financial solutions on the Internet under the name X-Tron (hereinafter referred to as “Platform” or “X-Tron”). The Platform is aimed exclusively at commercial users (hereinafter referred to as “Users”), i.e. at

• Companies exporting or importing goods (hereinafter referred to as “Companies” or “Company“) as well as at
• Banks (hereinafter referred to as “Banks” or „Bank“).

The Platform works in such a way that Companies can post or request their needs for financial products and financing solutions on the Platform. The request is then automatically forwarded to banks by X-Tron. These then have the option of submitting either binding or non-binding financing offers (hereinafter ““offers”).”). At the end of the bidding phase, the Company decides which offers it will shortlist and communicates this on the Platform. From then on, further processing of the transaction takes place only between the Company and the Bank outside the Platform.

 I. Inclusion

The User must agree to the General Terms and Conditions in order to register on the Platform. Without this consent, neither the Platform nor further services of X-Tron can be used.

The User declares his consent by clicking on a checkbox before completing the registration (opt-in procedure).

II. General /User group

The General Terms and Conditions govern all rights and obligations between EXGLO and the user (hereinafter referred to as the “the Parties“) in relation to the use of the Platform. Other regulations shall only apply if the Parties have expressly agreed to this.

Only professionals at Companies and Banks may register as Users on the Platform. Other persons, in particular consumers (according to § 13 of the German Civil Code (BGB)), are not permitted to use the Platform.

III. Scope of services

1. EXGLO provides an internet platform at the URL https://www.x-tron.tech where importers can post their projects. Exporters can then view these projects in their user area and contact importers directly outside the Platform.

2. EXGLO provides an internet platform under the above-mentioned link on which Companies can make enquiries about financial solutions for commercial purposes. With the enquiry, the Company invites banks to submit suitable offers on a non-binding or binding basis. Only fully completed requests (all mandatory fields are filled in) can be processed automatically. The Banks are then given the opportunity to submit suitable offers within a period determined by the Company and to upload them signed to the Platform as a PDF file. These offers can be non-binding or binding.

• In the case of binding offers, the Bank must adhere to the conditions it specifies for a certain period of time. These are subject to certain conditions which it can determine itself, e.g. “subject to final board approval”.
• In the case of non-binding offers, the Bank may deviate from the conditions it has quoted at any time and without giving reasons. These are therefore price indications without any kind of binding force (e.g. so-called “flower letters”).

EXGLO may, at its discretion, specify an addressee group of banks that will receive the request, unless the Company has excluded them in the search request. For its part, the Company may recommend specific bank employees and exclude Banks from receiving the request. Banks are then given the opportunity, for the bidding period specified by the Company, to submit corresponding offers which may be subject to special conditions.

3. The binding and non-binding offers submitted by the Banks are displayed to the Company in its personal user area immediately after the expiry of the deadline it chose. The Company usually receives the offers automatically via the Platform. In exceptional cases, EXGLO may also send offers by email. If the Company wishes to select a bank offer or contact the Bank, the Company must use the corresponding functions of the Platform for this purpose, i.e. express its interest in a bank offer by accepting it on the Platform. Direct contact is prohibited. The Company must always involve EXGLO if it wishes to contact a bank. Once the Company has selected a bank, the Platform transmits the contact data provided by the Company to the Bank. The Company is aware that

• Offers from banks may be non-binding and therefore the terms and conditions of the offer may change in the further course of time or may be subject to change.
• After a Bank has been selected by the Company, a specific credit processing, creditworthiness detail check and/or compliance check is carried out by the selected bank, which may lead to changed conditions or possibly also to the rejection of a

EXGLO is not obliged to check the search query data entered by the Company. EXGLO is also not obliged to check the offers made by the Banks, which may be subject to conditions.

X-Tron provides the offer documents uploaded by banks on X-Tron, if available. EXGLO assumes no liability for the content of the offer documents uploaded by the Banks or for any further information provided by the banks.

4. The selection of a binding or non-binding bank offer on X-Tron by a Company does not lead to the conclusion of a contract between the Bank and the Company. EXGLO does not warrant the conclusion of a contract between banks and Companies.

If the Company selects a bank offer, it indicates that it finds the offer of the Bank in question the most interesting and wants to enter into further exchange in order to conclude a contract. This further exchange (if necessary) and the conclusion of the contract then take place outside of the Platform.

5. EXGLO operates the Platform described in the preamble. EXGLO thus acts as a technical service provider to simplify communication between Companies and Banks and to facilitate the conclusion of a contract by establishing structured contact between them.

6. EXGLO only owes to pass on to the Banks the requests prepared by the Company and suitable for this purpose as well as to make the offers submitted by the Banks accessible in the user area of the Company.

7. EXGLO does not owe a successful business mediation or a conclusion of a contract between the Companies and Banks. EXGLO assumes no responsibility or liability in this respect.

8. EXGLO accepts no responsibility or liability for the success of access to the website (Platform) at all times. The website / Platform is operational throughout the year with an availability of 99% on an annual average. Excluded from this are:

• Downtime due to maintenance and software updates as well as
• Times when the web server or the Platform server cannot be reached via the Internet due to technical or other problems beyond EXGLO’s control (force majeure, fault of third parties, etc.).

If it is foreseeable for EXGLO that downtimes for maintenance and software updates will last longer than 12 hours, EXGLO will inform the customer of this by e-mail, provided that this is reasonable, taking into account all mutual interests, including economic interests.

9. EXGLO provides both free services and services for which a fee is charged. For SMEs and importers, the services are always free of charge. Details of the prices can be found in the price overview at the end of the General Terms & Conditions. The price overview is an integral part of the General Terms & Conditions.

IV. Registration by the User

1. The use of the Platform requires registration. Both the relevant commercial data and the contact details of the contact person must be entered. Insofar as individual data constitute compulsory details, these must be filled in for registration. There is no entitlement to registration. EXGLO is entitled to refuse registration without providing reasons. EXGLO also reserves the right not to activate a user account until the required evidence has been provided or to block it subsequently. In addition, EXGLO is entitled at any time to reject or cancel and delete the processing of a tender or financing request, either directly or over time, without stating reasons. EXGLO is not liable for any resulting damage.

2. Registration is permitted for all natural persons and legal entities of unlimited legal capacity only within the scope of their commercial activity, provided they fulfil important requirements for use. Among other things, they must be sufficiently familiar with the financing products offered via the Platform. In addition to the company data, the data of the contact person must also be entered as part of the registration. EXGLO is entitled to contact the contact person at any time. Contact may be made by e-mail, telephone and post. All relevant data must be entered completely and truthfully. In the event of false information, other discrepancies and enquiries where a violation of applicable sanction regulations appears possible, EXGLO reserves the right to permanently exclude the user from using the Platform and to delete or stop all tenders, financing requests and/or financing offers (also subsequently).

3. A user account may only be used by one employee at a time. The creation of a user account for several employees, the creation of several user accounts with the same e-mail or the creation of several user accounts for the same employee of a Company or a Bank are not permitted.

4. EXGLO is entitled to request written proof from the user of the registration data provided.

5. The user assigns a user name and a secure password for the use of the Platform upon registration.

6. During the registration process, various authentication measures are carried out for security reasons, without whose confirmation registration is not possible.

V. Duties of the user

1. The user assumes sole responsibility for the information, data and content (e.g. documents, files) required for entry on the Platform, for their legality and for the lawful provision of these on the Platform, including forwarding of these to banks or Companies by X-Tron. In particular, the User guarantees the following:

• The User is entitled to pass on the data he records on the Platform to EXGLO;
• The disclosure of the data collected from the User by EXGLO to the Banks or Companies is lawful.
• The User is obliged to design his entries in such a way that they do not violate legal provisions, official prohibitions or morality.

2. The User is obliged to keep the access data (user name and password) secret and to protect them from access by third parties. When entering the access data, it must be ensured that other persons cannot capture them.

3. If the User is aware that a third party has gained knowledge of the access data or if there is at least a suspicion of such knowledge or access, the User is obliged to change his personalised access data immediately. If this is not possible, EXGLO must be informed immediately.

4. The Company is obliged to check the data entered and confirmed by it as well as all documents and files before each new tender or financing request and, if necessary, to correct or provide them again.

5. EXGLO is entitled and authorised at any time to make enquiries regarding the status of the contract and to contact the Companies and Banks for this purpose. EXGLO will use the data on the Platform exclusively for invoicing purposes.

6. The Company shall absolve EXGLO from all claims of third parties, in particular Banks, which these assert against EXGLO on the basis of (incorrect) information provided by the Company. This also includes breaches by the Company of its duty to check in the case of automatic completion of data fields.

7. The Company indemnifies EXGLO against all claims it asserts against EXGLO due to (lack of) measures taken by Banks. This relates in particular to (lack of) measures to protect the confidentiality of business secrets at Banks that the Company asserts against EXGLO (e.g. in the unlikely event that a major European bank has inadequate “Chinese Walls”).

8. The Bank shall ensure customary banking measures to protect the confidentiality of business secrets, e.g. by setting up so-called “Chinese walls”. The Bank shall indemnify EXGLO against all claims of third parties, in particular Companies, which they assert against EXGLO due to (inadequate) measures taken by the Bank. This concerns in particular inadequate measures to protect the confidentiality of business secrets at the Bank.

9. The Users assure and agree that they will not, directly or indirectly, make any unauthorised payment or promise or grant any unauthorised advantage to influence any action of any person in connection with the requests made through the Platform. The Users confirm that they are not aware of any of the aforementioned unlawful acts in connection with the requests made through the Platform as of the date of this Agreement.

10. Use of the Platform is only permitted if the relevant country or personal embargoes and sanctions are strictly observed. All anti-money laundering and anti-terrorism measures must be strictly observed. Users certify that they are not a person or entity, and are not associated with any person or entity, that is subject to any economic sanctions, embargoes or restrictive measures.

The Users certify that neither their person, their use of the Platform nor the transactions initiated via the Platform result in a violation of applicable law, in particular foreign trade law and sanction regulations.

The Companies agree to take appropriate measures to ensure that the applicable law is implemented in the business operations of their Company.

11. Military equipment may not be tendered via the Platform. Funding may not be requested for it either.

VI. Security / Communication / URL

1. Subject to the liability agreements under this contract, EXGLO will ensure to the extent of its own due diligence that any data and communication on the Platform are protected from access by third parties.

2. EXGLO stores all data provided by Banks and Companies in a German data processing centre and in accordance with legal requirements. Irrespective of this, the Company is obliged to store the data provided by it outside the Platform in a suitable form or to keep it in paper form (printout).

3. EXGLO reserves the right to change the URL. In doing so, EXGLO will take into account the legitimate concerns of the Companies and inform them in good time.

VII. Liability / Statute of Limitations

1. EXGLO shall be liable in cases of slight negligence only in the event of breach of material contractual obligations (cardinal obligations) and in the event of personal injury. Material contractual obligations are all obligations the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which a Company may regularly rely. In all other respects, EXGLO’s pre-contractual, contractual and non-contractual liability is limited to intent and gross negligence. This limitation of liability also applies in the event of fault on the part of a vicarious agent of EXGLO.

2. If the breach of a material contractual obligation (cardinal obligation) is not due to gross negligence or intent, EXGLO’s liability shall be limited to such typical damage or such typical extent of damage that was reasonably foreseeable at the time the contract was concluded.

3. The aforementioned exclusions/limitations of liability shall not apply to liability for grossly negligent or intentional conduct, for injury to life, limb or health or under the Product Liability Act.

4. Warranty claims shall become statute-barred within a period of one year from the statutory commencement of the limitation period. This shall not affect liability for intentional damage and for damage arising from injury to life, limb or health which is based on an intentional or negligent breach of duty by EXGLO, a legal representative or vicarious agent of EXGLO. The same applies to liability for other damages based on an intentional or grossly negligent breach of duty by EXGLO or a legal representative or vicarious agent of EXGLO. In this respect, the statutory limitation period shall apply in each case.

VIII. Compensation

The user may only offset against EXGLO’s claims for exemption with counterclaims that have been legally established, are undisputed or have been recognised by EXGLO. Furthermore, he is authorised to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

IX. Confidentiality agreement

The Bank shall treat the financing request submitted to it as strictly confidential. In doing so, it must at least observe the precautions it observes in all other transactions of a similar nature brought to it by conventional means, and this irrespective of its previous relationship with the Company. The Company shall also treat as confidential the offers made to it by the Banks.

X. Contract term / termination

1. The contract for the use of the Platform shall run for an indefinite period.

2. The User and EXGLO are each entitled to terminate the user relationship at any time. Notice of termination must be given at least in text form (by email). If there is an open request at the time of termination, EXGLO may only terminate the usage relationship upon termination of this request.

3. The right to extraordinary termination for good cause remains unaffected. In addition to the statutory provisions, good cause shall be deemed to include in particular:

• Gross violation of EXGLO’s General Terms and Conditions by the User as well as continuation/repetition of the violation despite warning by EXGLO.
• Application to open insolvency proceedings against the Company’s assets has been rejected for lack of assets or the Company has submitted an affidavit in accordance with § 807 ZPO (only applies to German exporters) or an arrest warrant has been issued for this purpose.

When the termination takes effect, EXGLO may block the User‘s access data. The data posted by the User will be deleted, subject to settlement with a Bank and legal requirements for retention.

XI. Place of performance, place of jurisdiction, applicable law

1. The place of performance for the user’s obligations is EXGLO’s registered office.

2. The competent court for all disputes between the parties in factual, local and international terms is the court at the registered office of EXGLO. EXGLO also has the right to sue or bring other legal proceedings at the user’s registered office or before other courts which have jurisdiction under national or foreign law.

3. The law of the Federal Republic of Germany shall apply in its currently valid version.

XII. Severability clause, amendments, supplements

1. Should one of the provisions of this contract be or become legally invalid or void in whole or in part, the validity of the remaining provisions shall not be affected thereby. Rather, the parties undertake to cooperate in reaching an agreement which corresponds as far as possible to the original intention of the parties from an economic point of view. The same applies to loopholes.

2. Amendments and supplements to this contract, including the contractual annexes, and the cancellation of the contract must be made in text form. This clause may also not be amended orally.

3. If there is a difference between the German and English version of the General Terms and Conditions, the German version shall prevail in case of doubt.

Status: 2 March 2021

Price overview

EXGLO provides both free services and services for which a fee is charged.

Free services

Registration on the Platform for exporters and importers (“Companies”) and Banks is always free of charge.

No regular fees (e.g. monthly fees) are charged for the use of the Platform.

For importers and SMEs, the use of all Platform functions is free of charge. An SME is always an exporter who must also fulfil at least one of the 3 following criteria:

• not more than 249 employees or
• Annual turnover of max. 50 million euros or
• Balance sheet total of max. 43 million euros

For exporters, the first financing request is free of charge.

The submission of a bid is free for all those Banks that do not make it onto the shortlist of a company’s search request. The shortlist refers to the one or two bank offers that the Company selects after the self-imposed deadline.

Fee-based services

All the following details are always exclusive of VAT.

Fees for exporters

Exporters pay a flat rate

• 99 euros for each request for a confirmed letter of credit and
• 249 euros for each buyer credit request.
• The first financing request is free of charge.

Fees for banks (non-binding offer)

When banks make non-binding offers, they only pay a fee to EXGLO if their offer has been shortlisted after the bidding deadline (“success case”). The costs are then tiered as follows, depending on the financial product:

1. Confirmed letter of credit (non-binding offer)

• 300 euros with only one Bank on the shortlist
• This fee is lowered to 150 euros per Bank in the case of two banks on the shortlist.
• Short-listed core banks of the exporter also receive a discount of 30%.

2. Buyer credits (non-binding offer)

• 900 euros with only one Bank on the shortlist
• This fee is lowered to 450 euros per Bank for two shortlisted banks.
• Short-listed core banks of the exporter also receive a discount of 30%.

Fees for banks (binding offer)

When banks make binding offers, they only pay a fee to EXGLO if their offer has been shortlisted after the bidding deadline (“success case”). The costs are then tiered as follows, depending on the financial product, the OECD category of the country of destination and the binding nature of the offer:

1. Confirmed letter of credit (binding offer) / only one Bank on the shortlist

• OECD category 1 – 3: 2 basis points on the LC amount + 300 Euro
• OECD category 4 – 5: 4 basis points on the LC amount + 300 Euro
• OECD Category 6 – 7: 9 basis points on the LC amount + 300 Euro
• The fee is capped at EUR 7,000.
• Short-listed house banks of the exporter receive a discount of 30%.

Example: 2 million euros confirmed letter of credit for Turkey (category 5): 770 euros for the short-listed house bank.

2. Confirmed letter of credit (binding offer) / two banks on shortlist

If there are two banks on the shortlist, the banks share the above fee in a ratio of 1:1.

Example: 2 million Euro buyer credit for Turkey (category 5): 385 Euro each for the two shortlisted house banks.

3. Buyer credits (binding offer) / only one Bank on the shortlist

• OECD Category 1 – 3: 1 basis point on the loan amount + 2,000 Euro
• OECD Category 4 – 5: 3 basis points on the loan amount + 2,000 Euro
• OECD Category 6 – 7: 5 basis points on the loan amount + 2,000 Euro
• The fee is capped at EUR 10,000.
• Short-listed house banks of the exporter receive a discount of 30%.

Example: 10 million euro buyer credit for Turkey (category 5): 5,300 euros for the short-listed house bank.

4. Buyer credits (binding offer) / two banks on the shortlist

If there are two banks on the shortlist, the banks share the above fee in a ratio of 1:1.

Example: 10 million euro buyer credit for Turkey (category 5): 2,650 euros each for the two short-listed house banks.

The pricing for Companies and Banks is subject to change from time to time.