General Terms and Conditions Online for Zentek GmbH & Co. KG

Effective as of 13 August 2026

1. Scope of Application

1.1. These General Terms and Conditions (hereinafter: GTC) apply to all contracts concluded via the ZENTEK Online Portal between

Zentek GmbH & Co. KG (Cologne Local Court, HRA 13559), represented by Zentek Verwaltungsgesellschaft mbH (Cologne Local Court, HRB 26553), VAT ID: DE 173 788 828, as personally liable shareholder, and the customer acting as an entrepreneur or merchant.

1.2. The version of the GTC applicable at the time the contract is concluded shall be decisive.

1.3. The customer’s deviating, conflicting or supplementary GTC shall become part of the contract only if and to the extent that ZENTEK has expressly agreed to their validity. This requirement for consent shall apply in all cases, including, for example, if ZENTEK accepts the customer’s services without reservation while being aware of the customer’s GTC.

2. Contract Formation / Term

2.1. The mere presentation and advertising of services in the Online Portal does not constitute a binding offer by ZENTEK to conclude a contract.

2.2. With regard to the Packaging Law Implementation Act (VerpackDG), ZENTEK will carry out the take-back and recovery of sales packaging in accordance with the requirements of the Packaging Law Implementation Act (VerpackDG) on the basis of

2.2.1. the sales packaging specified by the customer (expected annual quantities)

2.2.2. the personal data entered by the customer

2.2.3. the customer’s declaration regarding the conclusion of the contract

2.2.4. the irrevocable receipt of funds in ZENTEK’s account and

2.2.5. the confirmation of the order by ZENTEK (Section 2.4.).

2.3. ZENTEK’s offer is non-binding; only the customer submits a binding offer by placing an order.

2.4. ZENTEK will confirm receipt of the order placed via the Online Portal without undue delay by email. Such an email, considered by itself, does not constitute binding acceptance of the order unless it also declares acceptance in addition to confirming receipt.

2.5. A contract is concluded only when ZENTEK accepts the order by an acceptance declaration or by commencing performance. ZENTEK stores the contract text and also sends the order data to the customer by email. The order data can be accessed securely via the Internet.

2.6. ZENTEK can only consider the commissioning of services from a minimum order value. The customer can find the minimum order value in the price information provided in the Online Portal.

2.7. Technical changes remain reserved within the scope of what is reasonable.

2.8. The contractual relationship may be terminated at the earliest after six months, subject to a further six-month notice period. After expiry of the contractual minimum term, the notice period is three months to the end of the year.

3. Prices

All prices stated in the Online Portal are net prices plus statutory VAT.

4. Payment Terms and Set-Off

4.1. Payment for the service from the zmart.de web portal shall be made exclusively in advance when the contract is concluded, in accordance with the payment procedure specified via the portal. Zentek GmbH & Co. KG and/or its appointed payment service provider will subsequently send the customer an invoice for the services provided by email. Delivery in paper form is waived.

4.2. The customer is not entitled to set off claims against ZENTEK’s claims unless the counterclaims have been established by a final and binding court judgment or are undisputed.

5. Conditions of Performance and Reservation of Advance Payment

5.1. In the case of orders from customers whose registered office or place of business is abroad, or where there are justified indications of a risk of default in payment, ZENTEK reserves the right to perform only after receipt of advance payment (reservation of advance payment). If ZENTEK exercises this reservation, the customer will be informed without undue delay. In this case, the performance period shall commence once payment has been made.

5.2. Any claim for a refund of quantities ordered in excess is excluded.

6. Cessation of the Obligation to Perform

6.1. If ZENTEK is unable to provide an ordered service, or unable to provide it on time, after concluding a contract with the customer, ZENTEK shall be entitled to withdraw from its obligation to perform. In this case, ZENTEK is obliged to inform the customer without undue delay of the non-performance and to refund without undue delay any consideration already provided.

6.2. The possibility of delivery shall cease or be postponed in the event of industrial action, in particular strikes and lockouts, the occurrence of unforeseeable obstacles, e.g. operational disruptions or delays in accepting certain waste electrical equipment, insofar as such obstacles demonstrably have a significant impact on the possibility of delivery, as well as in the event of war or disaster. This shall also apply if such circumstances occur at vicarious agents. The possibility of delivery shall be postponed for the duration of such measures and obstacles. If such events make it impossible to execute the order, we shall also be entitled, after giving appropriate notice, to withdraw from the order, without the customer being entitled to claims for damages. The timely and proper fulfilment of the customer’s obligations is a prerequisite for performance by Zentek. The defence of non-performance of the contract remains reserved.

7. Liability / Ownership

7.1. ZENTEK shall not be liable for damage caused by incomplete, incorrect or inaccurate information, and/or input and/or transmission errors, or by unauthorised use by unauthorised third parties in connection with the use of the Online Portal.

7.2. The customer undertakes to compensate ZENTEK for all damage caused by improper use of the Online Portal, incomplete, incorrect or inaccurate information and/or input and/or transmission errors, or by unauthorised use by unauthorised third parties, and shall indemnify ZENTEK against all third-party claims that are directly or indirectly based on this.

7.3. ZENTEK’s liability in cases of intent and gross negligence shall be governed by the statutory provisions.

7.4. In all other cases, ZENTEK shall be liable only for a breach of a contractual obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the customer may regularly rely (a so-called cardinal obligation), and then limited to compensation for the foreseeable and typical damage. Any further liability of ZENTEK is excluded.

7.5. Accordingly, all further claims by the customer are excluded, in particular claims for loss of profit, compensation for damage arising from impossibility of performance, positive breach of contract, breach of pre-contractual obligations and tort, both against ZENTEK and against our vicarious agents or persons employed to perform our obligations, unless the conduct was intentional or grossly negligent.

7.6. ZENTEK’s liability for damage arising from injury to life, body or health, and under the Product Liability Act, shall remain unaffected by the above limitations and exclusions of liability.

8. Warranty

8.1. If the purchaser is an entrepreneur, ZENTEK shall initially provide a warranty for defects at its own discretion.

8.2. ZENTEK shall be entitled to refuse the type of subsequent performance chosen if it is possible only at disproportionate cost or if another type of subsequent performance remains available without significant disadvantages for the customer.

8.3. If subsequent performance fails, the customer may generally, at its discretion, demand a reduction of the remuneration (reduction in price) or rescission of the contract (withdrawal). However, in the event of only minor non-conformity with the contract, in particular only minor defects, the customer shall have no right of withdrawal.

8.4. Entrepreneurs must notify ZENTEK in writing of obvious defects in performance within two weeks of delivery; otherwise, the assertion of warranty claims shall be excluded. Timely dispatch shall be sufficient to meet the deadline. The entrepreneur bears the burden of proof for all requirements for the claim, in particular for the defect itself, the time at which the defect was identified and the timeliness of the notice of defect.

8.5. If, after failed subsequent performance due to a legal or material defect, the customer chooses to withdraw from the contract, it shall have no additional claim for damages due to the defect.

8.6. For entrepreneurs, the warranty period is one year from delivery.

8.7. ZENTEK does not grant the customer any guarantees in the legal sense.

9. Changes to Prices / GTC

9.1. Necessary changes to our own costing entitle ZENTEK to amend the offer prices, in particular if increases in the prices of materials, wages or other cost factors for which ZENTEK is not responsible occur between submission of the offer, conclusion of the contract and delivery.

9.2. ZENTEK shall have the right to amend these GTC at any time and without stating reasons.

9.3. The customer will be informed of an amendment to the GTC when registering for the Online Portal. The amended GTC shall become effective when the customer confirms receipt. Without such confirmation, the customer is prohibited from using the Online Portal. If the customer does not object within two weeks of receipt of the notification of amendment to the GTC, the amendments shall be deemed effective.

10. Final Provisions

10.1. If any provision of these GTC is or becomes wholly or partially legally invalid, or contains a gap, or if such a gap arises during the term of validity of the GTC, this shall not affect the validity of the remaining provisions. In this case, the statutory provisions shall apply.

10.2. In the event of more than insignificant changes to the law applicable to these GTC, the parties shall endeavour, within the transitional periods prescribed by the legislator in each case, to make those changes necessary to continue the GTC for both parties as largely unchanged as possible.

10.3. No collateral agreements have been made. Amendments and supplements to these GTC must be made in writing. This shall also apply if the written-form requirement is to be waived.

10.4. In addition to these General Terms and Conditions for use of the Online Portal, the respective contractual and business terms and conditions governing other legal transactions between ZENTEK and the customer shall apply without restriction.

10.5. Use of the Online Portal shall be governed by the law of the Federal Republic of Germany, excluding its conflict-of-law rules.

10.6. The place of performance for ZENTEK is ZENTEK’s registered office.

10.7. If the CLIENT is a merchant, a legal entity under public law or a special fund under public law, the exclusive, including international, place of jurisdiction for all disputes arising directly or indirectly from use of the Online Portal shall be ZENTEK’s registered office. The same applies if the CLIENT has no general place of jurisdiction in Germany or if its domicile or usual place of residence is unknown at the time the action is filed. Notwithstanding this, ZENTEK shall be entitled to bring an action against the CLIENT at the CLIENT’s general place of jurisdiction.