General terms and conditions

Please note: Only the German original of these General Terms and Conditions of amedica research sa is legally binding. The English translation is provided for information purposes only and has no legal force. By accepting these General Terms and Conditions, you automatically accept the German original.

1 Scope of application

The present general terms and conditions (hereinafter “GTC”) apply to all legal transactions made through the online shop www.merinopower.com (hereinafter referred to as “online shop”). The
online shop is operated by amedica research sa (hereinafter “ amedica research sa ”). amedica research sa reserves the right to change these GTC at any time. The version of the GTC valid at the time of order placement applies and may not be changed unilaterally for the respective order. Adverse or conflicting terms of the customer will not be recognised.

In the online shop clothing and sporting goods for personal and commercial use can be ordered.

Products are available for as long as they can be found through the search engine in the online shop and/or while stocks last.

2 Information

2.1 Product and price

Product images used for advertising, brochures, the online shop etc. are for illustration purposes only and are not binding.

Product information available through the online shop is compiled as customer-friendly as possible but is not binding.

All prices quoted are net, in Swiss Francs, Euro or USD. amedica research sa reserves the right to change prices at any time. The prices stated in the online shop at the time of order placement apply.

2.2 Availability and delivery times

amedica research sa is committed to provide up-to-date and precise information on availability and delivery times in the online shop. However, production and delivery shortages in particular may cause delivery delays. Therefore, all information on availability and delivery times is subject to change.

3 Contract conclusion

Products and prices stated in the online shop are deemed to constitute offers. However, these offers are always subject to deliver inability or incorrect price quotations, both of which lead to contract cancellation. A contract shall be deemed concluded as soon as an order has been placed by the customer in our online shop, by telephone or e-mail (hereinafter referred to as “contract”).

Customers are informed of their order placement by means of an automatically generated order confirmation that is sent to the e-mail address provided by the customer. The receipt of the automatically generated order confirmation does not constitute a commitment that the product will be delivered. It solely notifies the customer that the placed order was received by the online shop and a contract was therefore concluded under condition of deliverability and correct price quotation.

4 Delivery date

Together with the confirmation, the customer is either provided with a provisional delivery date or is contacted so that an individual delivery date can be arranged.

If delivery by amedica research sa is delayed, customers are entitled to withdraw from the contract (with the exception of special orders) as of the 30th calendar day from the originally scheduled delivery date. In such an event, amedica research sa will refund the customer any amount paid in advance. No further claims towards amedica research sa apply.

5 Delivery

Should the customer refuse to accept the ordered products on the arranged or provided delivery date, amedica research sa may withdraw from the contract (cancellation) and invoice the customer any additional costs incurred as well as an inconvenience charge of 20% of the order value but no less than CHF/EUR/USD 60.– as well as charge for any value loss of the ordered products.

6 Customer’s obligation to inspect products

Customers are obliged to immediately inspect the delivered or collected products for correctness, completeness and integrity. The customer shall inform amedica research sa of any defects immediately after detection thereof and within 5 calendar days after receipt of the delivery at the latest.

7 Warranty

In the case of defects in delivered goods statutory rights apply.

8 Liability and exclusion of liability

Liability is based on the applicable legal provisions. However, in no event shall amedica research sa be liable for (i) slight negligence, (ii) indirect and consequential damage and subsequent damage and loss of profit, (iii) unrealised savings, or (iv) damage resulting from delivery delay, or (v) any acts and omissions on the part of auxiliary persons of amedica research sa, be this contractual or non-contractual.

Moreover, amedica research sa is not liable for damage resulting from the following causes:

Storage, use of products that is improper, unlawful or contrary to contract;

Force majeure, particularly natural hazards, moisture, shock and impact etc. that are not caused by amedica research sa or official orders.

9 Payment

9.1 Payment methods

Payment must be made in Swiss Francs, Euro or USD.

We accept the following payment Credit cards (Visa, Mastercard, American Express, PayPal)
Our current fees can be viewed under payment methods and are given in detail in the ordering process.

When paying by credit card, the amount is debited at the time of order.

Purchase on account Switzerland

When purchasing on the account, the amount invoiced should be transferred to the account of our external partners by the calendar day indicated on the bill https://www.billpay.de/ch/endkunden-ch/ .
The purchase on the account does not apply to all offers and requires a successful credit check performed by Billpay GmbH. Concluding the credit check of an order, if the customer is approved to
purchase on the account, then the payment will be processed in cooperation with Billpay GmbH, to whom we transmit our payment claims to after the completion of a sales contract. As payment on the
account via Billpay, we remain responsible for general customer enquiries (e. g for goods, delivery time, dispatch), returns, complaints, withdrawal statements and withdrawal submissions or crediting.
The General Terms and Conditions https://www.billpay.de/ch/datenschutz-en/ of Billpay GmbH apply.

In the event that you do not fulfill your payment obligations, following the lapse of your payment period and without any further notice you will land in default and the default interest of 8% will be due.
Billpay reserves the right to charge per payment reminder a reminder fee of up to CHF 30.00 as well as additional fees, in particular the costs of a possible debt collection process. In addition,
Billpay may, in the future, refuse providing payment methods for contracts of sales, including those with other merchants. The General Terms and Conditions https://www.billpay.de/ch/datenschutz/
of Billpay GmbH apply.

§ Limitation of ownership; Compensation; Right of retention

1. For consumers, we reserve the right of ownership for purchased item until the bill is fully paid. If you are an entrepreneur in the midst of trade or self-employed, a legal individual under public law or
public sector fund, we retain ownership of the purchased item until all outstanding claims from the business transactions with you have been settled. The relevant security rights can be transferred to
third parties.
2. A right of compensation is only available to you, if your counterclaims are established legally or recognized or accepted by us. Additionally, you only have a right of retention, so long as your
counterclaim is based on the same contract.
3. If the customer has any remaining default payments due to us, all existing receivable are due immediately.

Purchase on account Austria

When purchasing on the account, the amount invoiced should be transferred to the account by the calendar day indicated on the bill (20 calendar days after the billing date). Purchase on
Account does not apply to all offers and requires a successful credit check performed by Billpay GmbH https://www.billpay.de/at/endkunden-at/, and Factor, a service provider in cooperation with Billpay. Concluding the credit check of an order, if the customer is approved to purchase on the account, then the payment will be processed by Billpay GmbH and Factor, in corporation with Billpay,
to whom we transfer our claim of payment. In this situation, the customer can only make payments, with the effect of reducing debt, to Factor; in the case of customers from Germany or Switzerland
payments can only be made to Billpay. With payment on the account via Billpay, we remain responsible for general customer enquiries (e.g. for goods, delivery time, dispatch), returns, complaints,
withdrawal of statements and withdrawal of submissions or crediting. The General Terms and Conditions https://www.billpay.de/allgemein/datenschutz/ of Billpay GmbH apply.

1. Direct Debit; SEPA-Direct Debit mandate; Processing fee for return debits

a. When purchasing with Direct Debit, the payment amount is immediately due for collection by Billpay, in cooperation with Factor, to the checking account of the indicated credit institute
(the checking account). Herewith, you grant net-m privatbank 1891 AG www.privatbank1891.com a SEPA-Direct Debit mandate to collect overdue payments and will instruct my
financial institution to honour all Direct Debits drawn from my account. The creditor identification number of net-m privatbank AG is DE62ZZZ00000009232. The mandate reference
number will be given to you at a later point in time via E-mail.

Note: You can within eight weeks, beginning with the debit date, reach a refund of the amount charged. The conditions agreed upon with the financial institute will apply. Please note that a due demand
will also remain by a return debit note. More information is available at www.billpay.at/en/sepa/.

The advance notice of the entry of the SEPA-Direct Debit will be sent to you at least one day before the due date via E-mail to the E-mail address that you specified during the ordering process.

If the checking account does not have sufficient funds, the bank on its part shall not have any obligations to pay. Partial payments are not made with regard to Direct Debit.

b. The payment by Direct Debit does not apply to all offers and requires a successful credit check performed by Billpay GmbH https://www.billpay.de/at/endkunden-at/, and if necessary by Factor,
a service provider in cooperation with Billpay. An additional requirement is maintained checking accounts in Austria for Austrian customers and maintained checking accounts in Germany for
German customers. After the credit check of a specific order, if the customer is approved to use Direct Debit as a form of payment, the payment will be processed in cooperation with Billpay GmbH
and Factor, to whom we transfer our account claim. In this situation, the customer can only make payments, with the effect of reducing debt, to Factor; in the case of customers from Germany or
Switzerland payments can only be made to Billpay. As payment on the account via Billpay, we remain responsible for general customer enquiries (e.g. for goods, delivery time, dispatch), returns,
complaints, withdrawal of statements and withdrawal of submissions or crediting. The General Terms and Conditions https://www.billpay.de/allgemein/datenschutz/ of Billpay GmbH apply.

c. By providing the checking account, you confirm that you are authorized to use Direct Debit from the respective checking account and you ensure the necessary funds will be available.
Return debits require more effort and are more expensive for us and Billpay in cooperation with Factor. In the case of return debit (due to insufficient funds of the checking account, resulting from
checking account cancellation or unauthorized objection of the account holder) you authorize Billpay GmbH and respectively Austrian customers, Factor operating in cooperation with Billpay, to file,
again, for Direct Debit for each payment obligation due. In such case, you are obligated to pay the arising fees per return debit. Further claims are reserved. You will have the option to prove that the
returned debt resulted in less or no costs. Considering the efforts and costs for Direct Debits and in order to avoid the processing fees, we kindly ask you not to reject the Direct Debit in the event of a cancellation or a withdrawal from the purchase, a return or complaint. In this situation, after our approval of payment cancellation, the corresponding amount or credit note will be repaid.

§ Due date for Purchase on Account and Direct Debit

Invoice claims are due for payment on the calendar day specified on the invoice (terms of payment). Claims from a Direct Debit are due for immediate payment. In the case that you do not meet
all or a portion of your payment obligations according to the terms of payment, you will, without any further reminders, fall into default and be obligated to pay 10% default interest . The payment order
procedure will be carried out by Billpay GmbH and Factor, in cooperation with Billpay. They are entitled to charge a reminder fee of up to EUR 15.00 as well as other fees, specifically for the costs of
possible debt collection processes or for an appointed collection attorney. The enforcement of further rights and claims remain unaffected by this. Customer’s incoming payments will be credited to the
oldest debt. Billpay can also refuse further processing of payment from the contracts of purchase as well as in regard to other Merchants. The General Terms and Conditions https://www.billpay.de/at/datenschutz-at/ of Billpay GmbH apply.

§ Limitation of ownership; Compensation; Right of retention

1. For consumers, we reserve the ownership of underlying purchased item until the bill is fully paid. If you are an entrepreneur in the midst of trade or self-employed, a legal individual under public
law or public sector fund, we retain the ownership of the purchased item until all outstanding claims from the business transactions with you have been settled. The relevant security rights can be
transferred to third parties. Unusual disposal of the goods such as hypothecation or as the use of the goods for collateral are not permitted. In the case of processing, mixing or connecting goods,
subject to collection, with other materials, we gain co-ownership of the resulting products in proportional comparison to the value of the goods subject to collection and to that of the other materials.
If the goods under reservation are seized, you should immediately inform and assist us in securing our rights as well as reimburse us for all subsequent costs, in particular those costs associated with
the appeal process.
2. A right to compensation is available for you, if your counterclaims are legally established, recognized or accepted by us or in the case of our financial solvency. Customers have the option to
compensate counterclaims, which are legally connected with obligation of the customer. In addition, the compensation from you is impossible. You also have a right of retention only if and when your counterclaim is based on the same contract.
3. If the customer has any remaining default payments due to us, all existing receivables are due immediately.

Purchase on account Germany

When purchasing on the account, the amount invoiced should be transferred to the account of our external partners by the calendar day indicated on the bill (20 calendar days after the billing date). Purchase on Account does not apply to all offers and requires a successful credit check performed by Billpay GmbH https://www.billpay.de/endkunden/ . Concluding the credit check of an order,
if the customer is approved to purchase on the account, then the payment will be processed in cooperation with Billpay GmbH, to whom we transmit our claim of payment. In this situation,
the customer can only make payments, with the effect of reducing debt, to Billpay GmbH. With payment on the account via Billpay, we remain responsible for general customer enquiries
(e. g for goods, delivery time, and dispatch), returns, complaints, withdrawal statements and withdrawal submissions or crediting. The General Terms and Conditions
https://www.billpay.de/allgemein/datenschutz/ of Billpay GmbH apply.

1. Direct Debit; SEPA-Direct Debit mandate; Processing fee for return debits

a. When purchasing with Direct Debit, the payment amount is immediately due for collection by our external partner Billpay GmbH https://www.billpay.de/endkunden/ to the checking account of the
indicated credit institute (the checking account). Herewith, you grant Billpay GmbH a SEPA-Direct Debit mandate to collect overdue payments and will instruct my financial institution to
honour all Direct Debits drawn on my account. The Billpay creditor identification number is DE19ZZZ00000237180. The mandate reference number will be given to you at a later point
in time via E-mail.

Note: You can within eight weeks, beginning with the debit date, reach a refund of the amount charged. The conditions agreed upon with the financial institute will apply. Please note that a due
demand will also remain by a return debit note. More information is available at https://www.billpay.de/sepa/.

The advance notice of the entry of the SEPA-Direct Debit will be sent to you at least one day before the due date via E-mail to the E-mail address that you specified during the ordering process.

If the checking account does not have sufficient funds, the bank on its part shall not have any obligations to pay. Partial payments are not made with regard to Direct Debit.

b. The payment by Direct Debit does not apply to all offers and requires a successful credit check performed by Billpay GmbH https://www.billpay.de/endkunden/ ] as well as an opened checking
account in Germany. After the credit check of a specific order, if the customer is approved to use Direct Debit as a form of payment, the payment will be processed in cooperation with Billpay GmbH,
to whom we transfer our account claim. In this situation, the customer can only make payments, with the effect of reducing debt, to Billpay GmbH. As payment on the account via Billpay, we remain
responsible for general customer enquiries (e.g. for goods, delivery time, dispatch), returns, complaints, withdrawal of statements and withdrawal of submissions or crediting. The General Terms and
Conditions https://www.billpay.de/allgemein/datenschutz/ of Billpay GmbH apply.

c. By providing the checking account, you confirm that you are authorized to use Direct Debit from the respective checking account and you ensure the necessary funds will be available. Return debits
require more effort and are more expensive for us and for Billpay GmbH. In the case of return debit (due to insufficient funds of the checking account, resulting from checking account cancellation or unauthorized objection of the account holder) you authorize Billpay GmbH to file, again, for Direct Debit for each payment obligation due. In such case, you are obligated to pay any costs created through
return debit. Further claims are reserved. Considering the efforts and costs for Direct Debits and in order to avoid the processing fees, we kindly ask you not to reject the Direct Debit in the event of a cancellation or a withdrawal from the purchase, areturn or complaint. In this situation, after our approval of payment cancellation, the corresponding amount or credit note will be repaid.

§ Limitation of ownership; Compensation; Right of retention

1. For consumers, we reserve the ownership of underlying purchased item until the bill is fully paid. If you are an entrepreneur in the midst of trade or self-employed, a legal individual under public
law or public sector fund, we retain the ownership of the purchased item until all outstanding claims from the business transactions with you have been settled. The relevant security rights can be
transferred to third parties.
2. A right of compensation is available for you, if your counterclaims are legally established, recognized or accepted by us. You also have a right of retention only if and when your counterclaim is
based on the same contract.
3. If the customer has any remaining default payments due to us, all existing receivables are due immediately.

9.2 Reservation of ownership

All ordered products remain the property of amedica research sa until payment is received in full.

10 Order change or cancellation

Order placement obliges the customer to accept the products and services. amedica research sa may, at its own discretion, accept subsequent order changes or cancellations by the customer and invoice an inconvenience charge of 20% of the cancelled order value, but no less than CHF 60.–, as well as any value loss of the ordered products.

In the event of (partial) inability to deliver (condition leading to termination) after order placement or contract conclusion pursuant to point 3, the customer is immediately informed by e-mail. If the customer has already made the payment, the amount is refunded. If no payment has been made, the customer is exempted from the obligation to pay the amount due. Further claims for delivery delay or delivery failure are excluded.

11 Returning products free of defects

There is no general right to return ordered products. amedica research sa grants the right to return ordered products within a maximum of 14 calendar days after receipt.

In such an event, shipment costs for the return of the products shall be at the expense and risk of the customer. Products must be sent by registered post to the address given in “contact” at. The products, together with all accessories, must be properly packed and returned in their original packaging. Damaged products cannot be returned or will be fully invoiced to the customer respectively.

12 Repairs outside of the warranty

All repair costs incurred outside of the warranty pursuant to point 7 shall be borne by the customer.

13 Further provisions

13.1 Non-allocatable returns

Returns that cannot be allocated or returned to a customer are retained for 6 months before being disposed of.

13.2 Data privacy protection

The privacy statement at Privacy Statement is an integral part of these GTC.

By accepting these GTC, customers also agree to the privacy statement.

13.3 Partial invalidity

Should individual terms of these GTC be invalid or void, the validity of the other provisions of these GTC shall not be affected.

13.4 Place of jurisdiction and applicable law

All legal relations between amedica research sa and their customers are subject to substantive Swiss law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

14.5 Copyright notice

All rights to these GTC, particularly copyrights, are reserved by amedica research sa.
All reproduction, distribution or other use is prohibited except with written permission from amedica research sa.

In the event of breach of this requirement, amedica research sa reserves the right to take legal action.

Biel, 05.12.2016