General Terms and Conditions of Sale

§ 1 Scope, form

(1) These General Terms and Conditions of Sale (GTCS) apply to all our business relations with our customers ("Buyers"). These GTCS only apply if the Buyer is an entrepreneur as defined in Section 14 of the German Civil Code (BGB), a legal entity organised under public law, or a special public fund.

(2) These GTCS apply in particular to contracts for the sale and/or delivery of movable objects ("Goods"), irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 651 BGB). Unless otherwise agreed, the GTCS in the version valid at the time of the Buyer's order, or at any rate in the version last communicated to the Buyer in electronic written form, shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

(3) Our GTCS apply exclusively. Any differing, conflicting or additional general terms and conditions of business of the Buyer shall only become a part of the contract if we have expressly agreed to their validity. This requirement for consent applies in any case, for example, even if the Buyer refers to its terms and conditions in the context of the order and we do not expressly object to them.

(4) Individual agreements (e.g., framework supply agreements, quality assurance agreements) and information in our order confirmation take precedence over our GTCS. In case of doubt, commercial clauses are to be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.

(5) Legally relevant declarations and notifications by the Buyer relating to the contract (e.g., setting of a deadline, notification of defects, withdrawal from the contract or reduction of the contract value) must be submitted in writing. Written form within the meaning of these GTCS includes electronic communications (e.g., email, fax). Formal requirements and further evidence under the law, in particular, in the event of doubt as to the legitimacy of the person making the declaration, remain unaffected.

(6) Any references to the applicability of statutory provisions only serve for clarification. Even without such clarification, the statutory provisions apply, unless directly modified or expressly excluded in these GTCS.

§ 2 Conclusion of contract

(1) Our offers are non-binding and entail no obligation. This is also the case if we have provided the buyer with catalogues, technical documentations (e.g., drawings, plans, calculations, references to DIN standards), other product descriptions or documents – including in electronic form – for which we reserve all property and copyrights.

(2) When the buyer places an order for goods, this is considered a binding offer to enter into a contract with us. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 14 days of us receiving it.

(3) Acceptance may either be declared in writing (e.g., by way of an order confirmation) or through delivering the goods to the Buyer.

§ 3 Delivery deadline and delays

(1) The delivery deadline is agreed individually or is stipulated by us when we accept the order. If this is not the case, the delivery deadline is approximately 2 weeks from conclusion of the contract.

(2) If we cannot meet binding delivery deadlines for reasons which are beyond our control ("Non-Availability of Service"), we shall notify the Buyer of this immediately and indicate the expected new delivery deadline at the same time. If the service cannot be made available, i.e., delivered, within the new delivery period either, we shall be entitled to withdraw from the contract in whole or in part; any considerations already made by the Buyer will be refunded without delay. A service is considered to not be available if, for example, we ourselves are not supplied on time by our supplier, if we have concluded a congruent hedging transaction, if there are other disruptions in the supply chain, for example, due to force majeure, or if we are not obliged to procure items in individual cases.

(3) Whether or not we are in default of our delivery obligations is governed by the statutory provisions. In any case, the Buyer must first issue us a reminder. If we are in default of delivery, the Buyer may demand a flat amount of compensation for damages due to delay. The lump-sum compensation equals 0.5% of the net price (order value) for each completed calendar week of delay up to a maximum of 5% of the order value of the delayed goods. We reserve the right to provide evidence that the Buyer has not incurred any damage or has incurred considerably lower damage than the aforementioned lump sum.

(4) The Buyer's rights pursuant to section 8 of these GTCS and our legal rights, in particular, in the event that the obligation to make a delivery is excluded (for example, because said delivery and/or supplementary performance thereof is impossible or unreasonable), shall remain unaffected.

§ 4 Delivery, transfer of risk, acceptance, failed delivery

Deliveries shall be made ex warehouse, which shall also be the place of performance for the delivery and any supplementary performance. At the Buyer's request and expense, the goods will be shipped to another destination ("Sale by Dispatch"). Unless otherwise agreed, we are entitled to ourselves determine the type of shipment (in particular, the transport company, shipping method, and packaging).

(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest when the goods are handed over to the Buyer. However, in the event of Sale by Dispatch, the risk of accidental loss and accidental deterioration of the goods and the risk of delay shall pass to the Buyer once the goods are handed over to the forwarding agent, carrier or other person or organisation carrying out the shipping. Insofar as acceptance has been agreed, this shall be decisive for the transfer of risk. In other respects, the statutory provisions under the law for work contracts and services apply to any agreed acceptance of the goods. Handover or acceptance shall be deemed rendered even if the Buyer fails to take receipt of the delivery.

(3) If the Buyer is in default of acceptance or fails to cooperate, or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g., storage costs). For this, we charge a flat rate compensation of EUR 10.00 per calendar day, starting with the delivery period or – in the absence of a delivery period – upon notification that the goods are ready for dispatch.

Our right to demonstrate that we have incurred higher damages and our other legal rights to reimbursement (particularly for additional expenses, reasonable compensation, termination of contract) remain unaffected; however, the flat damages as described above shall be counted towards any further monetary claims. The Buyer has the right to provide evidence that we have not incurred any damages, or that we have incurred considerably lower damages than the aforementioned lump sum.

§ 5 Prices and payment terms

(1) Insofar as no agreement has been made to the contrary in any individual case, our prices as valid at the time of conclusion of the contract shall apply, which shall be ex warehouse prices plus statutory value-added tax.

(2) If the minimum order quantity according to the individual agreement or price list is exceeded, shipping is free of charge. Otherwise, the Buyer shall bear the actual costs of transport from the warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer, unless otherwise agreed individually.

(3) The purchase price shall be due and payable within 14 days of issuance of the invoice and delivery or acceptance of the goods. However, even in the context of an ongoing business relationship, we are entitled at any time to only make a delivery, in whole or in part, against prepayment. We will declare such a condition upon confirming the order, at the latest.

(4) If the payment deadline passes without receipt of payment, the Buyer shall be in default. The purchase price shall accrue interest at the currently applicable statutory default interest rate for the duration of the default. We reserve the right to assert any further damages resulting from default. Our right to claim the commercial default interest (Section 353 of the German Commercial Code (HGB)) from business persons shall remain unaffected.

(5) The Buyer has no right to offset or retain any amounts unless its counterclaims are undisputed or have been legally determined by a court of law. In the event of defects in the delivery, the Buyer's counter-rights shall remain unaffected, in particular in accordance with § 7 para.6 sentence 2 of these GTCS.

(6) If it becomes apparent after conclusion of the contract (e.g., due to insolvency proceedings being filed) that our claim to the purchase price is endangered by the Buyer's inability to pay, we are entitled to refuse performance and – if applicable, after setting a deadline – to cancel the contract (Section 321 German Civil Code (BGB)). For contracts made for the manufacture of custom items, we can declare such cancellation immediately, with the statutory provisions on the dispensability of setting a deadline remaining unaffected.

§ 6 Retention of title

(1) We shall retain title on all goods sold until full payment of all our current and future claims under the purchase agreement and all ongoing business transactions (secured claims).

(2) The goods which are subject to retention of title may not be pledged or assigned as collateral to third parties until full payment of the secured claims. The Buyer must notify us in writing without delay if a request is made to open insolvency proceedings, or if third parties gain access (e.g., seizures) to the goods belonging to us.

(3) If the Buyer acts in violation of the contract, especially in the case of non-payment of the purchase price due, we are entitled, under the statutory provisions, to withdraw from the contract and/or to demand the return of the goods on grounds of retention of title. Any demand for the return of goods shall not at the same time constitute a declaration of withdrawal from the contract; rather, we are entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. If the Buyer does not pay the purchase price due, we may assert these rights only if we have previously set the Buyer an appropriate deadline for payment to no avail or if the setting of such a deadline may be waived under provisions of the law.

(4) The Buyer is authorised, until further notice pursuant to (c) below, to sell the goods subject to retention of title or process them further in the ordinary course of business. In such cases, the following provisions shall also apply.

(a) The retention of title shall extend to the full value of the products that result from the processing, mixing or combination of our products, and we shall be deemed the manufacturer. If, in the case of the processing, mixing or combination of the Goods with those of third parties, their rights of ownership endure, we shall acquire co-ownership in the ratio of the invoice values of the processed, mixed or combined Goods. In all other respects, the same shall apply to the resulting product as to the goods that are delivered subject to retention of title.

(b) The Buyer hereby assigns to us, by way of security, any and all claims against third parties resulting from the resale of the goods or of the product in full, or to the extent of any joint ownership in accordance with the preceding paragraph. We hereby accept this assignment. The obligations of the Buyer stated in paragraph 2 shall also apply in respect of the assigned claims.

(c) In addition to us, the Buyer shall remain entitled to collect these claims. We undertake not to collect the claim so long as the Buyer meets its payment obligations to us, there is no defect in its performance, and we do not assert any retention of title by exercising any right pursuant to paragraph 3. However, if this is the case, we may demand that the Buyer inform us of the assigned claims and its debtors, provide us with all information necessary for the claims' collection, hand over the relevant documents, and inform the debtors (third parties) of the assignment. In addition, we are entitled in such a case to revoke the Buyer's authority to further sell and process the goods that are under retention of title.

(d) If the realisable value of the securities exceeds our claims by more than 10%, we will, at the Buyer's request, release securities of our choosing.

§ 7 Warranty claims of the Buyer

(1) The Buyer's rights in the event of any material defect or defect of title (including any wrong deliveries and deliveries with shortfalls, as well as any improper assembly/installation or defective instructions) are governed by the statutory provisions, unless otherwise stipulated below. In all cases, the statutory provisions on the sale of consumer goods (Sections 474 et seq. BGB) and the rights of the Buyer arising from separately issued guarantees, in particular, on the part of the manufacturer, shall remain unaffected.

(2) The basis of our liability for defects is, in particular, the agreement on the quality and the assumed use of the goods (including accessories and instructions). Forming part of the agreement on quality for these purposes are all product descriptions and manufacturer specifications that are the subject of the individual contract or that had been made publicly known by us (in particular, in catalogues or on our Internet homepage) at the time of conclusion of the contract. Insofar as no specification of quality has been agreed upon, the statutory provisions shall determine whether a defect exists or not (Section 434 para.3 BGB). Public statements made by the manufacturer or on its behalf, in particular, in advertising or on the label of the goods, shall take precedence over statements made by other third parties.

(3) In the case of goods with digital elements or other digital content, we owe provision and, if necessary, an update of the digital content only insofar as this is expressly stipulated in a quality agreement pursuant to para.2. We assume no liability for public statements made by the manufacturer and other third parties.

(4) In principle, we are not liable for defects that the Buyer was aware of when concluding the contract or that was not known due to gross negligence (Section 442 BGB). Furthermore, claims for defects on the part of the Buyer require that it has complied with its statutory inspection and notification obligations (Sections 377, 381 of the German Commercial Code (HGB)). In the case of building materials and other goods intended for installation or other further processing, an inspection must always be carried out immediately before processing. If a defect becomes apparent during delivery, inspection or at any later point in time, this must be reported to us immediately in writing. Obvious defects must, in any case, be reported in writing within five working days of delivery, and defects not visible during the inspection, within the same period of time of their discovery. If the Buyer fails to carry out a proper inspection and/or report a defect, then any liability on our part for the defect which was not reported, not reported in time or not properly reported shall be excluded, in accordance with the statutory provisions.

(5) If the delivered goods are defective, we may first of all elect to render supplementary performance either by removing the defect (subsequent remedy) or by delivering a replacement product free of defects (replacement delivery). If the type of supplementary performance chosen by us is unreasonable for the Buyer in individual cases, the Buyer may reject it. Our right to refuse to undertake supplementary performance under the legal provisions remains unaffected.

(6) We are entitled to make the remedy conditional on the payment of the purchase price by the Buyer. However, the Buyer is entitled to retain a reasonable portion of the purchase price relative to the defective part of the delivery.

(7) The Buyer must give us the necessary time and occasion for the supplementary performance due. In particular, it must hand over the defective goods for examination purposes. In the case of a replacement delivery, the Buyer must return the defective item to us at our request in accordance with the statutory provisions; however, the Buyer does not have a claim to it being returned.

(8) We shall bear or reimburse any costs for the purpose of inspection and supplementary performance, in particular, transport, travel, labour and material costs, as well as any removal and installation costs, in accordance with the statutory provisions and these GTCS, if a defect actually exists. Otherwise, we may demand reimbursement from the Buyer of the costs incurred as a result of the unjustified request to remedy the defect, if the Buyer knew or could have known that there was actually no defect.

(9) In urgent cases, e.g., when operating safety is put at risk or to avert disproportionate damages, the Buyer has the right to rectify the defect itself and to demand from us reimbursement of the expenses objectively required for this. We must be informed of such independently performed activities as soon as possible, if possible prior to them being carried out. The Buyer's right to rectify defects on its own accord shall not exist if we were entitled to refuse the equivalent supplementary performance under the statutory regulations.

(10) If a reasonable period of time to be set by the Buyer for supplementary performance has expired without success or is dispensible under the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. However, there is no right to withdraw if the defect is negligible.

(11) Claims of the Buyer for reimbursement of expenses pursuant to Section 445a para. 1 BGB are excluded, unless the last contract in the supply chain involves sale of consumer goods (Sections 478, 474 BGB) or is a consumer contract for the provision of digital products (Sections 445c p. 2, 327 para. 5, 327u BGB). Claims of the Buyer for damages or reimbursement of futile expenses (Section 284 BGB) shall only exist in the event of defects in the goods in accordance with the following Sections 8 and 9.

§ 8 Other liability

(1) Insofar as nothing to the contrary is stipulated in these GTCS, including the following provisions, we assume liability in the event of a breach of our contractual duties and our non-contractual duties under the relevant statutory regulations.

(2) We shall be liable for damages – irrespective of their legal grounds – in the event of intent or gross negligence, within the scope of fault-based liability. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g., exercising care in own affairs, insignificant breach of duty), for

a) damage resulting from injury to life, limb or health,

b) damages arising from the breach of an essential contractual duty (an obligation whose fulfilment is essential to the proper execution of the contract and which the contracting partner often relies on and may rely on); in this case, however, our liability is restricted to reimbursement of foreseeable, typical damage.

(3) The limitations of liability provided for in para.2 shall also apply to third parties and to breaches of duty by persons (including in their favour) for whose fault we are responsible under statutory provisions. They do not apply if a defect has been fraudulently concealed or a guarantee has been assumed for the quality and nature of the goods and for claims of the Buyer under the Product Liability Act.

(4) In the event of any breach of duty other than those which relate to a defect, the Buyer shall only be entitled to withdraw from or terminate the contract if we are responsible for said breach of duty. The Buyer has no free right of termination (in particular, pursuant to Sections 650 and 648 BGB). In all other respects, the requirements and legal consequences under the law shall apply.

§ 9 Period of limitation

(1) Contrary to Section 438 para. 1 no. 3 BGB, the general period of limitation for claims arising from material defects and defects of title shall be one year from the point of delivery. Insofar as acceptance has been agreed, the period of limitation begins upon acceptance.

(2) The above periods of limitation under sales of goods law shall also apply to any contractual and non-contractual claims for damages made by the Buyer that are based upon a defect in the goods, unless application of the regular, statutory period of limitation (Sections 195, 199 BGB) would result in a shorter period of limitation in that specific instance. Claims for damages on the part of the Buyer pursuant to Section 8 para.2 sentence 1 and sentence 2 (a), as well under the Product Liability Act, shall only become statute-barred after the statutory periods of limitation.

§ 10 Applicable law and jurisdiction

(1) The law of the Federal Republic of Germany shall apply to these GTCS and to the contractual relationship between us and the Buyer, to the exclusion of international uniform law, in particular, the United Nations Convention on Contracts for the International Sale of Goods.

(2) If the Buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity organised under public law, or a special public fund, the exclusive, including international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in Mering. The same applies if the Buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, we shall in any case also be entitled to bring an action at the place of performance of the delivery obligation under these General Terms and Conditions of Sale or any overriding individual agreement, or at the general place of jurisdiction of the Buyer. Overriding statutory provisions, in particular, those on exclusive jurisdictions, remain unaffected.