Terms and Conditions-Karibu

General Terms and Conditions of Use for the Karibu HM App

I. Introduction

The Karibu HM-App (referred to as "Application") are developed by Heidelberg Materials, Digital Hub Ghana. The Application are provided by an affiliate of Heidelberg Materials, Digital Hub Ghana ("HM Company"), with which the Customer has an ongoing business relationship. The HM Company enables its customers ("Customers") access to the Application. In particular the Customers can create and track orders with the respective HM Company, receive instant updates about products, and view and manage documents, such as invoices, whereby the scope of functions in the Application may differ in detail.

II. User Agreement, classification within the existing contractual relationships

1. An agreement according to these General Terms of Use ("GTC" or "User Agreement") regarding the use of the Application shall be concluded between the HM Company and the Customer if these contracting parties have already concluded one or more existing framework agreements, sales price agreements or other supply and/or service agreements which go beyond the one-time purchase of the product ("Agreement"). Access to the Application is free of charge.

2. These General Terms of Use (the "User Agreement") govern the Customer's and Permitted Users' access to and use of the Karibu HM App. The User Agreement does not create a sales agreement between HM Company and the Customer. Sales of cement products and related terms, including but not limited to payment terms, warranties, and delivery conditions, are governed by separate agreements between HM Company and the Customer.

3. Permitted Users ("Permitted User") may be (i) an employee of the Customer, (ii) a contractual partner of the Customer or (iii) any other third party involved in the respective project). Permitted Users may be authorized by the Customer to access the Application, subject to the existing contract between the Customer and HM Company. Permitted Users have access to the Application and the respective contents of the Customer.

4. The HM Company is not obliged to provide or maintain access to the Application to the Customer, particularly not with the reasoning of having an existing Agreement in place. The Customer has no claim against the HM company to demand the conclusion of an Agreement according to these GTC and therefore no claim to demand the use of the Application.

5. The Customer is aware that the execution of existing Agreements is not dependent upon the access to the Application or their use. The Agreement and the related performance obligations exist independently of these GTC. The Agreement and the rights and obligations of the parties arising out of the Agreement are neither changed, nor amended or otherwise affected by these GTC.

III. Subject of contract, scope of services

1. This document outlines the Terms and Conditions (GTC) for the Karibu HM Application ("Application"). Karibu HM is a comprehensive digital solution designed to streamline business operations and enhance relationships with partners, distributors, and customers. It offers a variety of innovative features that facilitate continuous communication, immediate feedback, and accurate reporting, specifically aimed at streamlining the cement ordering and delivery processes. However, the use of the Application remains voluntary and free of charge for both HM Company and the Customer (together "Existing Channels"). The Existing Channels, such as phone calls and electronic (e-mail) communication, remain unaffected and still available for both parties. Any assurances of any kind with regard to the products in respect of which individual orders can be placed, including their specifications, properties and availability, are not subject of these GTC.

2. By utilizing this application, the User expressly acknowledges and agrees that the terms and conditions of the Purchasing Contract entered into between the User and the Company shall govern the generation and acceptance of quotations, as well as the terms of delivery for cement orders placed through this platform. The application serves as a digital interface for managing orders under the existing contractual framework.

3. A minimum order quantity is applied to truck deliveries and varies based on the specific delivery location. Such minimum order quantities shall be clearly indicated on the application. Ex works orders shall not be subject to any minimum order quantity requirements. The HM Company does not commit to delivering quantities below these thresholds.

4. Truck delivery services offered through this application are subject to geographical limitations. The Company reserves the right to determine and specify the delivery areas within which it will provide such services. The Company does not guarantee delivery to all requested locations, especially during adverse weather conditions (e.g., rainy season) that may affect the availability of certain types of trucks (e.g., flatbed trucks).

5. The live truck tracking feature may not be available for all deliveries. The Company's ability to provide live tracking is dependent on the terms of its agreements with transportation providers. Users should not rely solely on the live tracking feature for delivery updates. In some regions, geolocation services may not be available; in such cases, drivers will be reachable by phone for position updates.

6. The availability of manual payment methods for cement orders is contingent upon the specific location, applicable local laws, and the terms of the individual User's contract with the Company. Users are encouraged to inquire about available payment options prior to placing an order.

7. The Karibu HM-App may send notifications to the Permitted Users regarding specific interactions with the Application unless the Permitted User has disabled this option on his/her mobile device.

8. Upon request, HM Company stores mobile phone numbers of customers and Permitted Users to send an Email and SMS for two purposes: 1) to confirm approval of payment for a Customer order, and 2) to confirm Customer order. Customer represents and warrants that for any mobile number that it provides to HM Company for the purposes expressly outlined in these GTC of HM Company’s issuance of an SMS, Customer has obtained consent from the mobile number’s user for HM Company to send such communications, and Customer shall indemnify, defend and hold harmless HM Company from any claims associated with HM Company’s SMS communications to any mobile number provided by Customer.

9. The functions of the Application can change at any time. The possibility of using certain functionalities, their adjustment to certain processes of the Customer and the Permitted User or compatibility with certain browsers or mobile devices is not guaranteed. During maintenance work and in the event of third-party intervention, as well as for other technical reasons, the Application may at any time be temporarily unavailable or only available to a limited extent. In such cases, the parties shall make use of the Existing Channels.

10. The HM Company is entitled to change, restrict or completely deactivate the functions of the Application at any time, to the extent that this is reasonable for the Customer, taking into account the interests of HM Company. In the event of deactivation, use of the application is no longer possible in the latter case.

IV. Obligations and liability of the Customer, indemnification

1. Access data must always be treated confidential by the Customer and may not be passed on to third parties unless this is expressly regulated otherwise in these GTC. The Customer is responsible for protecting their login details and access data from unauthorized access and misuse by implementing current technological measures. The Customer bears sole responsibility for the use of their access data and must immediately notify HM Company of any indication of misuse or unauthorized access.

2. The Application may only be used by the Customers of HM Company and their Permitted Users. The functions described under § 3 only be used by customers and Permitted Users and for purposes permitted under these GTC.

3. The Customer shall use the services of the Application only for permissible purposes and shall comply with the provisions of data protection and antitrust law and oblige the named Permitted Users to comply with the statutory regulations. The HM Company reserves the right to temporarily block the affected Permitted Users to carry out a check of admissibility.

4. The Customer is obliged to fully inform its Permitted Users about the aforementioned obligations and to impose these obligations on them. The Customer is liable for breaches of duty by its Permitted Users. This also applies if the Permitted User was not informed about the respective obligation due to the Customer's failure to do so.

5. In particular, the Customer is obliged to inform and oblige the Permitted Users to use the functions described in § 3 in a legally compliant manner, particularly to comply with the regulations of data protection and anti-trust law. In case of doubts about the admissibility of the use, the HM Company reserves the right to temporarily block the affected Permitted Users to check the admissibility. The HM Company is released from any liability in this respect.

6. Breaches of duty by users who are not Permitted Users, but whose access to the Application was initiated by the Customer or its Permitted Users in violation of these GTC shall also be attributed to the Customer.

V. Obligation for data backup by the Customer

The Application does not serve to secure the Customer's content or to comply with the Customer's statutory retention obligations (e.g. under commercial or tax law). It is the Customer's responsibility to secure all content in the Application in accordance with the legal obligations and with the due diligence of a prudent businessman. For certain contents, portal functions are available for export, which the Customer must use at his own responsibility.

VI. Rights of the HM-company

If the Customer or its Permitted Users violates one or more of its obligations under these GTC or if the Customer or one of its Permitted Users endangers the data or system security of the Application through

its conduct, the HM Company is entitled to immediately temporarily or permanently block the access of the Customer and its Permitted Users to the Application. The HM Company shall notify the Customer in text form of the restriction to be determined in the individual case. Further rights shall remain unaffected.

VII. Open Source Software

The Application contains open-source software created by third parties, which are subject to their own terms and conditions (“OSS Terms”). Insofar as these OSS Terms grant usage rights to the Customer directly, the rights are granted by the respective licensor or copyright holder. In all other cases, usage rights are granted in accordance with § 9.

VIII. Services of third-party providers: Use of Africa tracing

Third-party map services may be used as part of the Application with the permission of the respective third-party vendor and thereby licensor or copyright holder. The terms and conditions of these third-party providers shall be applicable. Any warranty or other assurances on behalf of the HM Company regarding this third-party software are excluded.

IX Intellectual property of the Application, granting of usage rights

1. The Application and all updates are protected by copyright. The Customer and its Permitted Users are only Permitted to use the Application and to install the Karibu HM-App on the condition that these GTC are complied with.

2. The use of the Application exceeding the use described in these GTC is not permitted. In particular, any reproduction of the Karibu HM-App that exceeds the intended use on a mobile device is not permitted, nor is public access, modification or decompilation of the Application. The granting of sub-licenses is also not permitted.

3. The granted usage rights expire in the event that the respective access data is blocked, or the Karibu HM-App is removed from the mobile device.

X. Term and Termination

1. A User Agreement according to these GTC is concluded for an indefinite period of time and can be terminated at any time by either party without giving reasons. The existing Agreement with the Customer is not affected by the termination of the User Agreement and continues without change.

2. If the Agreement between the HM Company and the Customer is terminated – irrespective of the legal basis - this User Agreement also ends automatically. In case of several existing Agreements between the parties, the termination of the last Agreement shall also be considered as termination of this User Agreement in the sense of this regulation.

3. Upon termination of the User Agreement the HM Company will immediately block the access.

XI. Disclaimer

1. The installation and the use of the Application are the sole responsibility of the Customer.

2. All sales initiated through this application are subject to the terms and conditions of the existing contract between the Buyer and Seller. The GTC governs the digital aspects of the sale, including but not limited to order placement, payment processing, and order confirmation. For all other terms and conditions, including but not limited to product specifications, delivery, payment terms, and warranties, please refer to the existing contract.

3. HM Company does not guarantee the availability of geolocation functionality for all deliveries due to technical limitations in certain regions. Delivery communication will primarily rely on phone contact with the driver.

4. Orders are limited to within the specified geographical area. The App is designed to facilitate transactions within a specific region. Customers can only place orders for delivery within their location.

5. Any liability towards the Customer and its Permitted Users is excluded unless liability is mandatory, due to intent, gross negligence, injury to life, body or health, due to the assumption of a guarantee of quality, due to fraudulent concealment of a defect or due to the breach of material contractual obligations. Compensation for damages due to the violation of essential contractual obligations is, however, limited to the foreseeable damage typical for this type of agreement, unless intent or gross negligence is involved. This also includes the exclusion of liability for the integration of all third-party providers and their use.

6. The HM Company does not guarantee that the Application or the contents communicated here are compatible with the hardware and software of the used (mobile) devices. Furthermore, the HM Company does not guarantee that these contents are available at any time or at certain times without restrictions or that they meet certain performance and functional requirements. Furthermore, the HM Company is not liable for disruptions and loss of quality of data transmission on the internet for which the HM Company is not responsible and which may make the use of functions of the Application more difficult or prevent it.

7. The HM Company is not liable for damages caused by errors, delays or interruptions in transmission, malfunctions of the technical equipment and service, incorrect or incomplete data, viruses or in any other way in the use of the Application, unless they are based on intent or gross negligence. The strict liability of HM Company for damages for defects already existing at the time of conclusion of the contract is excluded.

8. Third-party content that can be activated while using the Application is third-party content on which the HM Company has no influence and for which no guarantee is given.

9. Any liability for GPS signal availability and geodata or faulty entries precision is also excluded.

10. In so far as the liability of the HM Company is excluded or limited, this also applies to the liability of the representatives and servants of the HM Company.

XII. Data Protection

XIII. Amendments of the Application and these terms of use

1. The HM Company reserves the right to amend these GTC in the event of the introduction of new functions, adaptation of the business model and/or changes in the legal situation, in accordance with the following procedure:

2. The amended GTC will be displayed to the Customer as well as its Permitted Users prior to the use of the Application and must be accepted prior to use of the Application. If the Customers and their Permitted User do not accept the modified GTC, the entire access data will be deactivated.

XIV. Confidentiality

1. The term "Confidential Information" includes, any documents, information, and content of the Application, including these Terms and Conditions ("Confidential Information"), that are exchanged between HM Company, Customer and its Permitted and Permitted Users. The HM Company and the Customer agree to keep the Confidential Information strictly confidential. They agree not to disclose this Confidential Information to third parties (except to the Permitted and Permitted Users), to use it only for the purposes provided in the GTC and to take all appropriate precautions in accordance with these GTC to ensure the confidentiality of the Confidential Information and to prevent its disclosure.

2. The obligation under § 14 para.1 shall not apply to Confidential Information in respect of which the disclosing party can prove (i) that at the time of disclosure by the party providing it, it was either (a) generally known, i.e. already published or generally accessible, or (b) already known to the disclosing party, or (ii) that, after its disclosure by the party that provided it, it became publicly known through no fault of the disclosing party, or (iii) that, after its disclosure by a third party to the disclosing party, it was made available to the disclosing party lawfully and without restriction as to confidentiality or use thereof.

3. After termination of the cooperation, Confidential Information available in writing or in text form shall be completely destroyed on all sides or, if so agreed, returned to the sender of the Confidential Information, to the extent that the storage is not binding due to a statutory regulation.

4. The above confidentiality obligations shall end at the end of the second year after the termination of the User Agreement according to these GTC.

XV. Customer Information

1. The use of the Application, the provision of these GTC as well as the User-Specific Notes are provided in German language.

2. The Customer can view, export and save the GTC as well as the User-Specific Notes in the Karibu HM-App at any time under the menu item "Information on the App"

XVI. Final clause

1. These GTC are subject to the law of the republic of Ghana.

2. To the extent Permitted by law, the courts in Heidelberg shall have exclusive jurisdictions for all disputes arising from or in connection with these GTC.

3. These GTC exclusively apply to the user relationship with regard to the Application. The HM Company does not accept any deviating terms and conditions of the Customer unless the HM Company has expressly agreed to their applicability in writing.

4. Should one or more of the above GTC be or become invalid, the validity of the remaining provisions shall not be affected. The parties shall replace the invalid provision by a valid provision which achieves the purpose intended by it as far as possible. The same applies to any gaps in the GTC.

User-Specific Notes for the Karibu HM-App

1 Use of the Karibu HM-App

The Application are operated and provided by the HM Company with which the Customer has concluded an Agreement. Via the Application, the Customer can enable its employees, contractual partners or other third parties with the respective project in a relevant way to access the respective contents of the Customer in the Application Permitted Users ("Permitted User") may be (i) an employee of the Customer, (ii) a contractual partner of the Customer or (iii) any other third party involved in the respective project. In case of doubt about the admissibility of the use, the HM Company reserves the right to temporarily block the affected users in order to be able to carry out a check of admissibility.

A user agreement for the use of the Application is not concluded between the User and HM Company, but between the Customer and HM Company.

2 Access to the Application:

1. The Karibu HM-App can be downloaded free of charge from either the Apple AppStore or the Google PlayStore.

2. The Permitted User is entitled to use the Application exclusively within the scope of his (employment) contract with the Customer as well as within the scope of the General Terms and Conditions of Use for the Karibu HM-App (“GTC”). Any use of the Application that goes beyond the use described above is not permitted.

3. The Application cannot be used without internet connection. For the use of an internet connection, fees may always be charged by the respective internet provider.

4. For his own protection, the Permitted User is obliged to ensure appropriate security measures and virus scanners on his device.

3 Scope of services:

1. The Application may send notifications to the Customer and Permitted Users regarding specific interactions with the Application, unless the Permitted User has disabled this option on his/her mobile device.

2. HM Company stores mobile phone numbers of Customer and Permitted Users to send an SMS for two purposes:
i) to confirm approval of payment for a Customer order, and
ii) to confirm Customer order. Customer represents and warrants that for any mobile number that it provides to HM Company for the purposes expressly outlined in these GTC of HM Company’s issuance of an SMS, Customer has obtained consent from the mobile number’s user for HM Company to send such communications, and Customer shall indemnify, defend and hold harmless HM Company from any claims associated with HM Company’s SMS communications to any mobile number provided by Customer.

3. Customers and Permitted Users must comply with the regulations of data protection and antitrust law. The Permitted Users will receive information about their detailed obligations from the Customer who Permitted them for access and through whom they received the access. In case of doubts about the admissibility of the use, the HM Company reserves the right to temporarily block the affected Permitted Users in order to be able to carry out a check of admissibility. The HM Company is released from any liability in this respect.

4. A minimum order quantity is applied to truck deliveries and varies based on the specific delivery location. Such minimum order quantities shall be clearly indicated on the application. Ex works orders shall not be subject to any minimum order quantity requirements. The HM Company does not commit to delivering quantities below these thresholds.

5. Truck delivery services offered through this application are subject to geographical limitations. The Company reserves the right to determine and specify the delivery areas within which it will provide such services. The Company does not guarantee delivery to all requested locations, especially during adverse weather conditions (e.g., rainy season) that may affect the availability of certain types of trucks (e.g., flatbed trucks).

6. The live truck tracking feature may not be available for all deliveries. The Company's ability to provide live tracking is dependent on the terms of its agreements with transportation providers. Users should not rely solely on the live tracking feature for delivery updates. In some regions, geolocation services may not be available; in such cases, drivers will be reachable by phone for position updates.

7. The availability of manual payment methods for cement orders is contingent upon the specific location, applicable local laws, and the terms of the individual User's contract with the Company. Users are encouraged to inquire about available payment options prior to placing an order.

4 Services of third-party providers

Third-party software may be used as part of the Application with the permission of the respective licensor or copyright holder. The terms and conditions of these third-party providers shall apply. Any warranty or other assurances on the part of the HM Company regarding this third-party software are excluded.

5 Intellectual property of the Application, granting of usage rights:

1. The Application and all updates are protected by copyright. Provided that the Permitted User has been granted Permitted access to the Application, he is Permitted to use the Application and install the Karibu HM-App.

2. In particular, any reproduction of the Karibu HM app that exceeds the intended use on a mobile device is not permitted, nor is public access, modification or decompilation of the Application. The granting of sub-licenses is also not permitted.

3. Any use of the Application beyond the use described herein is not permitted.

4. The granted usage rights expire in the event that the respective access data is blocked, or the Karibu HM-App is removed from the mobile device.

6 Amendments of the Application and these User-Specific Notes:

1. The HM Company reserves the right to amend these User-Specific Notes in the event of the introduction of new functions, adaptation of the business model and/or changes in the legal situation, in accordance with the following procedure:

2. The amended GT as well as the amended User Specific Notes will be displayed to the Customer and its Permitted Users prior to the use of the Application and must be accepted prior to the use of the Application. If the Permitted User does not accept the amended GTC and the amended User-Specific Notes, the entire access data will be deactivated.

7 Data Protection

The HM Company complies with the rules of the applicable data protection law. The HM Company is the responsible party for the processing of personal data that arise from the use of the Application, in relation to the access data of the Permitted Users as well as the data retrievable via the Application (as far as they are related to persons). Information on the processing of this data is detailed in our privacy policy. For information on the processing of your access data as well as for the assertion of rights in relation to them, please contact the Customer through whom you have received access.