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Original German version (legally binding): Deutsche Fassung

General terms of supply and services

TECNADE GmbH – “Health & Sugar” projects
Version: October 2026

Note: This translation is provided for information only. In the event of any discrepancy, the German version prevails (see § 15(3)).

§ 1 Scope

(1) These terms apply to all offers, deliveries and services of TECNADE GmbH, Gassenäckerstraße 26, 73312 Geislingen an der Steige, Germany (“TECNADE”), within the “Health & Sugar” projects. These include in particular modular outpatient centres, mobile units, intensive care modules, their medical equipment and furniture, solar and drinking water plants, and related planning and consulting services.

(2) Our offers are addressed exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, special funds under public law and comparable foreign companies, authorities and institutions (“client”). We do not enter into contracts with consumers.

(3) Deviating, conflicting or supplementary terms of the client only become part of the contract if we expressly agree to their validity in writing.

(4) Individual agreements, in particular a project contract, take precedence over these terms.

§ 2 Offer and conclusion of contract

(1) The information on this website is general in nature and does not constitute a binding offer. Illustrations are symbolic; general plans are for initial information only.

(2) Our offers are non-binding unless expressly designated as binding. Quoted prices are valid for 180 days from the date of the offer unless stated otherwise in the offer.

(3) A contract is only concluded by signing a project contract or by our written order confirmation.

(4) Amendments and additions to the contract and ancillary agreements must be in writing to be effective.

§ 3 Scope of services

(1) The scope of services is set out in the project contract or the order confirmation. As a rule it comprises planning, industrial prefabrication and fitting-out of the modules in Germany, the necessary preliminary technical work and testing in accordance with the applicable German, European and international regulations and standards.

(2) If agreed, TECNADE or the modular manufacturer commissioned by it handles transport logistics from the place of manufacture to the port of shipment, as well as loading.

(3) The modules are designed to the dimensions of shipping containers (20' and 40', height 2.89 m).

(4) On-site installation up to commissioning is technically coordinated or supervised by specialist staff of the modular manufacturer within the agreed scope.

(5) Third-party furniture and equipment are only used by express agreement and only if they hold a valid German and/or EU approval.

(6) TECNADE may use subcontractors, in particular the modular manufacturer, to perform the services.

§ 4 Client cooperation

(1) Unless otherwise agreed, the client or its local partner is responsible for:

• overseas transport and logistics from the port of shipment to the site, in coordination with the manufacturer;
• import formalities, customs duties, taxes and charges in the country of destination;
• permits, approvals and compliance with local regulations;
• preparatory works on site (e.g. foundations, access roads, connections) in accordance with the specifications we provide in good time;
• coordination with local authorities, administrations and construction companies.

(2) If our services are delayed because the client fails to fulfil its cooperation obligations, or fails to do so in time, deadlines are extended accordingly. The client bears any resulting additional costs.

§ 5 Prices and payment

(1) Unless otherwise agreed, our prices are EXW manufacturer's works (Incoterms® 2020), net, plus statutory VAT where applicable. Transport, insurance, customs duties and charges are not included unless expressly offered.

(2) Unless otherwise agreed, the following payment schedule applies, in each case by bank transfer:

• 30 % down payment on conclusion of the contract,
• 60 % before manufacturing starts,
• 10 % after completion of the works on site.

(3) We only start manufacturing after receipt of the respective payment due. Bank charges outside Germany are borne by the client.

(4) In the event of late payment, the client owes default interest at the statutory rate (§ 288 (2) BGB). We reserve the right to claim further damages.

(5) The client may only set off claims that are undisputed or have been finally established by a court.

§ 6 Delivery and completion deadlines

(1) The following are guideline values: development approx. 24 weeks; manufacturing of the modules approx. 24 weeks; medical equipment and furniture approx. 24 weeks; land and sea transport 6–8 weeks; completion on site 6–8 weeks. Deadlines are only binding if they have been expressly agreed in writing as binding.

(2) Deadlines only begin once all technical questions have been clarified, the agreed down payment has been received and the client has provided the necessary documents and permits.

(3) Force majeure and other events for which we are not responsible, such as natural disasters, epidemics, war, embargoes, strikes, official measures or disruptions to supply chains and sea freight, extend deadlines by the duration of the impediment plus a reasonable start-up period.

§ 7 Transfer of risk

Risk passes to the client in accordance with the agreed Incoterms® rule. If no rule has been agreed, risk passes when the goods are made available for collection at the works (EXW).

§ 8 Acceptance

(1) Formal acceptance of the ordered units in material and functional terms will be agreed separately and recorded in a protocol.

(2) Minor defects do not entitle the client to refuse acceptance.

(3) If the client puts the units into operation without notifying material defects in writing within 14 days, acceptance is deemed to have taken place.

§ 9 Defects

(1) Claims for defects are governed by German law (BGB). If the client is a merchant, the inspection and notification obligations under § 377 of the German Commercial Code (HGB) apply.

(2) In the event of defects, we shall first provide subsequent performance, at our discretion by repair or replacement.

(3) The statutory limitation periods apply. A longer warranty or guarantee period, for example ten years, only applies if expressly agreed in the project contract or in a separate agreement; its terms then apply.

(4) For devices and equipment from other manufacturers, we pass on those manufacturers' warranty and guarantee rights to the client, unless otherwise agreed.

(5) There are no claims for defects in the event of improper use, missing or improper maintenance, unauthorised modifications, unsuitable preparatory works on site or damage caused by transport for which the client is responsible.

§ 10 Liability

(1) We are liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee we have given.

(2) In the event of a slightly negligent breach of essential contractual obligations (obligations whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the client may regularly rely), our liability is limited to the foreseeable damage typical for the contract.

(3) Otherwise, our liability for slight negligence is excluded. These limitations also apply to our employees, representatives and vicarious agents.

§ 11 Retention of title

(1) The modules, systems and equipment supplied remain our property until all claims under the contract have been paid in full.

(2) If the law of the country of destination imposes special requirements for the retention of title to be effective, the client shall cooperate in meeting them. If retention of title is not possible there, the client shall provide equivalent security at our request.

§ 12 Operation and medical devices

(1) The client is responsible for operating the facilities, for the medical staff, for registering or obtaining approval for medical devices in the country of destination and for maintenance in accordance with the manufacturers' instructions.

(2) We provide instruction and training to the extent agreed.

§ 13 Export control

Performance of the contract is subject to there being no impediments under national or international foreign trade law, in particular embargoes or other sanctions.

§ 14 Documents and confidentiality

We reserve property rights and copyrights in offers, plans, drawings, calculations and other documents. They may only be made accessible to third parties with our prior written consent and must be returned on request if no contract is concluded.

§ 15 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from the contractual relationship is the registered office of TECNADE GmbH (Geislingen an der Steige, Germany), provided the client is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany. We are also entitled to bring an action at the client's registered office.

(3) The German version of these terms is authoritative. Translations are for information only.

(4) Should any provision of these terms be or become invalid, the validity of the remaining provisions shall not be affected.