Terms and Conditions

I. General Provisions

The scope of deliveries or services (hereinafter: Deliveries) shall be determined by the mutual written declarations. However, the General Terms and Conditions of the Purchaser shall only apply to the extent that the supplier or service provider (hereinafter: Supplier) has expressly agreed to them in writing.

The Supplier reserves all proprietary and intellectual property rights to cost estimates, drawings, and other documents (hereinafter: Documents) without restriction. The Documents may only be made accessible to third parties with the prior consent of the Supplier and must be returned to the Supplier immediately upon request if the order is not placed with the Supplier. Sentences 1 and 2 shall apply accordingly to the Purchaser’s Documents; however, these may be made accessible to third parties to whom the Supplier has permissibly transferred Deliveries.

The Purchaser shall have the non-exclusive right to use standard software with the agreed performance characteristics in unchanged form on the agreed devices. The Purchaser may create one backup copy without express agreement.

Partial deliveries are permissible insofar as they are reasonable for the Purchaser.

The Supplier is entitled to assign its claims from deliveries and services for financing purposes.

II. Prices and Terms of Payment

Prices are ex works, excluding packaging, plus the applicable statutory value-added tax.

If the Supplier has undertaken the setup or installation and nothing else has been agreed, the Purchaser shall bear all necessary ancillary costs such as travel expenses, costs for the transport of tools and personal luggage, and daily allowances in addition to the agreed remuneration.

Payments shall be made free of charge to the Supplier’s paying office. Payment and discount periods shall run from the invoice date. The date of receipt of payment is decisive for compliance with the deadline.

The Purchaser may only set off such claims that are undisputed or have been legally established.

If the Purchaser defaults on a payment, all other claims shall become due for payment immediately without the need for a separate notice of default.

For deliveries and services to Purchasers abroad, it is expressly agreed that all costs of legal enforcement by the Supplier in the event of payment default by the Purchaser, both judicial and extrajudicial, shall be borne by the Purchaser.

In the event that the Purchaser defaults on payment, we are entitled to demand default interest at a rate of 5% above the respective base interest rate of the European Central Bank (ECB). For sales contracts between companies, default interest at a rate of 8% above the respective base interest rate of the ECB shall be due.

III. Retention of Title

The Deliveries remain the property of the Supplier until all claims to which the Supplier is entitled against the Purchaser, regardless of the legal grounds on which they arose, have been settled. In the case of a current account, the reserved property serves as security for the Supplier’s balance claim.

The Purchaser is authorized to use and resell the reserved goods in the ordinary course of business. The Purchaser hereby assigns all claims arising from the resale to the Supplier in advance. The Supplier hereby accepts the assignment. This also applies to goods that have been processed or combined. If the Purchaser includes the claim from a resale of a delivery item from the Supplier in a current account relationship existing with its customer, the Purchaser’s current account claim is assigned in full. The Supplier will not disclose the assignment as long as the Purchaser fulfills its payment obligation. Insofar as the Supplier so requests in individual cases, the Purchaser must disclose the names of its customers and notify them of the assignment. The Purchaser is authorized to collect the assigned claims from the resale itself, whereby the Supplier reserves the right to revoke this right at any time.

The reserved goods may only be pledged or given as security with the prior consent of the Supplier. If the goods delivered by the Supplier are processed by the Purchaser, the processing is carried out for the Supplier as the manufacturer. In the event of processing, combining, or mixing of the delivered item with other items not owned by the Supplier, the Supplier acquires co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to the other processed/combined/mixed items at the time of processing, combining, or mixing. The Purchaser shall store the resulting sole ownership or co-ownership for the Supplier. If the mixing or combining takes place in such a way that the Purchaser’s item is to be regarded as the main item, it is agreed that the Purchaser shall transfer proportionate co-ownership to the Supplier and store the item for the latter.

The Supplier undertakes to release the securities to which it is entitled at the request of the Purchaser to the extent that the realizable value of the Supplier’s securities exceeds the claim to be secured by more than 20%; the selection of the securities to be released is at the discretion of the Supplier.

IV. Deadlines for Deliveries; Delay

Compliance with deadlines for Deliveries presupposes the timely receipt of all documents to be supplied by the Purchaser, necessary permits and releases, in particular plans, as well as compliance with the agreed payment terms and other obligations by the Purchaser. If these requirements are not met in time, the deadlines shall be extended appropriately; this does not apply if the Supplier is responsible for the delay.

If non-compliance with the deadlines is due to force majeure, e.g., mobilization, war, riot, or similar events, e.g., strike, lockout, the deadlines shall be extended appropriately.

If the Supplier is in default, the Purchaser may – provided that it can credibly demonstrate that it has suffered damage as a result – demand compensation for each completed week of delay of 0.5% each, but no more than 5% in total of the price for that part of the Deliveries which could not be put into useful operation due to the delay.

Both claims for damages by the Purchaser due to delay in delivery and claims for damages instead of performance that exceed the limits specified in No. 3 are excluded in all cases of delayed delivery, even after the expiry of a deadline set for the Supplier. This does not apply in cases of mandatory liability for intent, gross negligence, or injury to life, body, or health. A change in the burden of proof to the detriment of the Purchaser is not associated with the above regulations.

The Purchaser is obliged, at the request of the Supplier, to declare within a reasonable period whether it is withdrawing from the contract due to the delay in delivery or insisting on delivery.

If shipping or delivery is delayed at the request of the Purchaser by more than one month after notification of readiness for shipment, the Purchaser may be charged storage fees for each month started in the amount of 0.5% of the price of the items of the Deliveries, but no more than 5% in total. The contracting parties remain free to prove higher or lower storage costs.

V. Transfer of Risk

The risk shall pass to the Purchaser as follows, even in the case of freight-free delivery:

a) in the case of deliveries without setup or installation, when they have been dispatched or picked up. At the request and expense of the Purchaser, deliveries will be insured by the Supplier against the usual transport risks;

b) in the case of deliveries with setup or installation, on the day of acceptance into own operation or, if agreed, after a faultless trial run.

If the shipment, delivery, start, execution of setup or installation, acceptance into own operation, or trial run is delayed for reasons for which the Purchaser is responsible, or if the Purchaser is in default of acceptance for other reasons, the risk shall pass to the Purchaser.

VI. Setup and Installation

Unless otherwise agreed in writing, the following provisions apply to setup and installation:

The Purchaser shall undertake at its own expense and provide in a timely manner:

a) all earthwork, construction work, and other ancillary work outside the industry, including the necessary skilled and unskilled labor, building materials, and tools,

b) the equipment and materials required for installation and commissioning, such as scaffolding, lifting gear and other devices, fuels, and lubricants,

c) energy and water at the point of use including connections, heating, and lighting,

d) sufficiently large, suitable, dry, and lockable rooms at the installation site for the storage of machine parts, apparatus, materials, tools, etc., and appropriate work and break rooms for the installation personnel, including sanitary facilities appropriate to the circumstances; furthermore, the Purchaser shall take the measures to protect the property of the Supplier and the installation personnel on the construction site that it would take to protect its own property,

e) protective clothing and protective devices required due to special circumstances of the installation site.

Before the start of the installation work, the Purchaser must provide the necessary information about the location of concealed power, gas, water lines, or similar systems as well as the required structural data without being asked.

Before the start of the setup or installation, the provisions and items required for the commencement of work must be at the setup or installation site and all preparatory work before the start of assembly must have progressed so far that the setup or installation can be

started as agreed and carried out without interruption. Access routes and the setup or installation site must be leveled and cleared.

If the setup, installation, or commissioning is delayed due to circumstances for which the Supplier is not responsible, the Purchaser shall bear the costs for waiting time and additional necessary travel of the Supplier or the installation personnel to a reasonable extent.

The Purchaser must certify to the Supplier weekly the duration of the working time of the installation personnel as well as the completion of the setup, installation, or commissioning immediately.

If the Supplier requests acceptance of the delivery after completion, the Purchaser must carry it out within two weeks. If this does not happen, acceptance shall be deemed to have taken place. Acceptance shall also be deemed to have taken place if the delivery – if necessary after completion of an agreed test phase – has been put into use.

VII. Receipt

The Purchaser may not refuse to receive deliveries due to insignificant defects.

VIII. Material Defects

The Supplier is liable for material defects as follows:

All those parts or services that show a material defect within the limitation period – regardless of the operating time – shall be repaired, replaced, or re-rendered free of charge at the option of the Supplier, provided that the cause thereof already existed at the time of the transfer of risk.

Claims for material defects shall expire in 12 months. This does not apply insofar as the law prescribes longer periods in accordance with §§ 438 para. 1 no. 2 (buildings and items for buildings), 479 para. 1 (right of recourse), and 634a para. 1 no. 2 (construction defects) BGB (German Civil Code), as well as in cases of injury to life, body, or health, in the event of an intentional or grossly negligent breach of duty by the Supplier and in the event of fraudulent concealment of a defect. The statutory regulations on suspension of expiry, suspension, and restart of the periods remain unaffected.

The Purchaser must notify the Supplier of material defects in writing without delay.

In the event of notices of defects, payments by the Purchaser may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The Purchaser may only withhold payments if a notice of defect is asserted, the justification of which is beyond doubt. If the notice of defect was unjustified, the Supplier is entitled to demand reimbursement of the expenses incurred from the Purchaser.

First, the Supplier must be given the opportunity for supplementary performance within a reasonable period.

If the supplementary performance fails, the Purchaser may – without prejudice to any claims for damages in accordance with Art. XI – withdraw from the contract or reduce the remuneration.

Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear, or damage that arises after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating resources, defective construction work, unsuitable building ground, or due to special external influences that are not presupposed under the contract, as well as in the case of non-reproducible software errors. If improper changes or repair work are carried out by the Purchaser or by third parties, no claims for defects shall exist for these and the resulting consequences.

Claims of the Purchaser for expenses required for the purpose of supplementary performance, in particular transport, travel, labor, and material costs, are excluded insofar as the expenses increase because the item of delivery has subsequently been moved to a location other than the Purchaser’s branch, unless the move corresponds to its intended use.

Recourse claims of the Purchaser against the Supplier in accordance with § 478 BGB (recourse of the entrepreneur) exist only insofar as the Purchaser has not made any agreements with its customer that go beyond the statutory claims for defects. For the scope of the Purchaser’s recourse claim against the Supplier in accordance with § 478 para. 2 BGB, No. 8 shall also apply accordingly.

For claims for damages, Art. XI (Other Claims for Damages) shall otherwise apply. Further claims or claims other than those regulated in this Art. VIII of the Purchaser against the Supplier and its vicarious agents due to a material defect are excluded.

IX. Industrial Property Rights and Copyrights; Defects of Title

Unless otherwise agreed, the Supplier is obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter: Property Rights) only in the country of the place of delivery. Insofar as a third party asserts justified claims against the Purchaser due to the infringement of Property Rights by deliveries provided by the Supplier and used in accordance with the contract, the Supplier shall be liable to the Purchaser within the period specified in Art. VIII No. 2 as follows:

a) The Supplier shall, at its option and expense, either obtain a right of use for the deliveries concerned, change them so that the Property Right is not infringed, or replace them. If this is not possible for the Supplier under reasonable conditions, the Purchaser shall be entitled to the statutory rights of withdrawal or reduction.

b) The Supplier’s obligation to pay damages is governed by Art. XI.

c) The aforementioned obligations of the Supplier exist only insofar as the Purchaser notifies the Supplier in writing of the claims asserted by the third party without delay, does not recognize an infringement, and all defense measures and settlement negotiations remain reserved for the Supplier. If the Purchaser ceases to use the delivery for reasons of damage mitigation or other important reasons, it is obliged to point out to the third party that the cessation of use is not associated with an acknowledgment of an infringement of Property Rights.

Claims of the Purchaser are excluded insofar as it is responsible for the infringement of Property Rights.

Claims of the Purchaser are further excluded insofar as the infringement of Property Rights is caused by special specifications of the Purchaser, by an application not foreseeable by the Supplier, or by the fact that the delivery is changed by the Purchaser or used together with products not delivered by the Supplier.

In the event of infringements of Property Rights, the provisions of Art. VIII No. 4, 5, and 9 shall otherwise apply accordingly to the claims of the Purchaser regulated in No. 1 a).

In the event of other defects of title, the provisions of Art. VIII shall apply accordingly.

Further claims or claims other than those regulated in this Art. IX of the Purchaser against the Supplier and its vicarious agents due to a defect of title are excluded.

X. Impossibility; Adjustment of Contract

Insofar as delivery is impossible, the Purchaser is entitled to demand damages, unless the Supplier is not responsible for the impossibility. However, the Purchaser’s claim for damages is limited to 10% of the value of that part of the delivery which cannot be put into useful operation due to the impossibility. This limitation does not apply insofar as liability is mandatory in cases of intent, gross negligence, or due to injury to life, body, or health; a change in the burden of proof to the detriment of the Purchaser is not associated herewith. The Purchaser’s right to withdraw from the contract remains unaffected.

Insofar as unforeseeable events within the meaning of Art. IV No. 2 significantly change the economic significance or the content of the delivery or significantly affect the Supplier’s operations, the contract shall be adjusted appropriately in compliance with good faith. Insofar as this is not economically justifiable, the Supplier shall have the right to withdraw from the contract. If it wishes to exercise this right of withdrawal, it must notify the Purchaser immediately after recognizing the scope of the event, even if an extension of the delivery time was initially agreed with the Purchaser.

XI. Other Claims for Damages

Claims for damages and reimbursement of expenses of the Purchaser (hereinafter: Claims for Damages), regardless of the legal grounds, in particular due to breach of duties arising from the contractual relationship and from tort, are excluded.

This does not apply insofar as liability is mandatory, e.g., under the Product Liability Act, in cases of intent, gross negligence, due to injury to life, body, or health, or due to the breach of essential contractual obligations. However, the claim for damages for the breach of essential contractual obligations is limited to the contract-typical, foreseeable damage, unless intent or gross negligence exists or liability is assumed due to injury to life, body, or health. A change in the burden of proof to the detriment of the Purchaser is not associated with the above regulations.

Insofar as the Purchaser is entitled to Claims for Damages under this Art. XI, these shall expire upon expiry of the

limitation period applicable to material defect claims in accordance with Art. VIII No. 2. In the case of Claims for Damages under the

Product Liability Act, the statutory limitation periods shall apply.

XII. Place of Jurisdiction and Applicable Law

The sole place of jurisdiction, if the Purchaser is a merchant, for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of the Supplier. However, the Supplier is also entitled to sue at the registered office of the Purchaser.

German substantive law shall apply to the legal relations in connection with this contract, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).