MVD Addendum

Conditions

1.

Registration

1.1

The COMPANY is responsible for the accuracy of all data that must be provided by the COMPANY. MIAG assumes no liability for any damage caused through improper use of the MIAG portal by the COMPANY. MIAG is entitled to charge the COMPANY for any damage caused by intentionally providing false data.

1.2

The registration is completed as soon as the agreement between the COMPANY and the BANK has been signed. MIAG has no influence on the admission of the COMPANY as a customer of the BANK and/or the conclusion of the agreement.

2.1

The COMPANY authorizes MIAG to issue declarations, transmit data and pre-financing offers to the BANK on its behalf.

2.2

The COMPANY is not blocked by the Connected Companies, MIAG or the BANK.

The minimum and maximum amounts to be pre-financed are calculated in accordance with the method defined by MIAG. MIAG is at all times entitled to change this method or to exclude individual receivables.

2.4

MIAG cannot influence the BANK's decision to pre-finance individual receivables.

3.

Costs

3.1

Composition

3.1.1

The costs comprise of a fee for the usage of the MIAG portal and the financing costs bilaterally agreed between the COMPANY and the BANK.

3.1.2

The fee is determined by MIAG and will be published for each transaction on the MIAG portal. By placing the pre-financing offer, the COMPANY accepts the fee.

3.1.3

The fee is invoiced by MIAG and deducted from the payment made by the BANK to the COMPANY. MIAG is authorized by the COMPANY to enter into agreements with the Connected Companies and the BANK regarding the collection of the fee and it’s deduction from the receivables to be pre-financed.

3.1.4

If the COMPANY avails itself of the pre-financing of receivables, the remuneration is invoiced separately pursuant to number 3 of this contract and deducted from receivables of the COMPANY towards the Connected Companies.

3.2

Calculation

3.2.1

The COMPANY can pre-calculate the total costs for its receivables to be pre-financed on the MIAG portal. If the COMPANY accepts the pre-calculation, the selected receivables are sent to the BANK as a binding pre-financing offer.

3.2.2

The request for pre-financing of receivables is submitted for processing to the BANK and the status is visible on the MIAG portal. Any differences in the costs between the pre-calculation on the MIAG portal and the pre-financing carried out by the BANK are due to changes in the reference interest rate and/or special price agreements between the COMPANY and the BANK.

4.

Liability

No liability can be accepted for the correctness of the data on the MIAG portal.

Claims for damages against MIAG are excluded, irrespective of their legal basis, unless MIAG caused the damage deliberately or through gross negligence. In this regard, MIAG is in particular not responsible towards the COMPANY or an auxiliary of the COMPANY or any third party for any loss or damage arising directly, indirectly or illogical consequence of inaccurate or incomplete information, delays, interruptions, errors, or failure to perform the service, update the list or anything else with regard to the information provided to the COMPANY or any decision taken or measure implemented by the COMPANY in reliance on the data. MIAG is not responsible towards the COMPANY or a third party for loss of profit, indirect damage or consequential damage.

The receivables which are pre-financed by the BANK are paid by MIAG directly to the BANK. In case the COMPANY, after receiving the pre-financing, is still holder of such receivables the underlying receivables, including any pertaining rights hereto shall automatically vest in MIAG.

The COMPANY undertakes to settle any liabilities within 30 days if, as a result of the pre-financing of receivables, such liabilities of the COMPANY arise vis-à-vis a Connected Company or MIAG and, at the same time, there is no possibility of offsetting such liabilities pursuant to 4.3 of the contract.

MIAG is entitled at any time to stop the Financing, to change the scope, type and contents of the services offered and/or to transfer parts or all of these to a third party.

MIAG is authorized to block access to the MIAG portal. MIAG or the BANK may reject the registration of the COMPANY and cancel previous registrations without providing cause.