General Terms and Conditions for
Sales and Deliveries

Section 3 Delivery Period and Legal Delay in Delivery

(1) The delivery period shall be agreed individually or determined by us upon acceptance of the order. If this not the case, the delivery period shall be approximately 6 (six) weeks from conclusion of contract.

(2) In the event we are unable to meet binding delivery deadlines due to reasons beyond our control (“Non-availability of Supply”), we shall inform the Purchaser correspondingly and at the same time notify it of the estimated new delivery period. If the supply is also not available within the new delivery period we shall be entitled to withdraw from the contract in whole or in part; we shall refund without undue delay any consideration already paid by the Purchaser. For example, a case of Non-availability of Supply shall be deemed to exist (i) in the event our supplier(s)/vendor(s) fail(s) to deliver to us on time with which supplier(s)/vendor(s) we have concluded one or more congruent cover transaction(s) or (ii) if we are not obliged to procurement in the individual case.

(3) The occurrence of a legal delay in delivery shall be ruled by the statutory provisions. In any case, however, a reminder by the Purchaser is required.

(4) If non-compliance with any delivery period is due to force majeure or other disruptions beyond our control, for example war, terrorist attacks, pandemic, epidemic, import and export restrictions, labor disputes, all of which also those affecting our suppliers/vendors, the agreed delivery periods shall be extended by the duration of the hindrance resulting therefrom. Our statutory rights, in particular in the event of exclusion of the obligation to perform (for example due to impossibility or unreasonableness of performance and/or subsequent performance) shall remain unimpaired.

Section 4 Delivery, Passage of Risk, Formal Acceptance, Default of Taking Delivery

(1) Delivery shall be EXW Eschborn (Incoterms 2020). On demand of the Purchaser the Goods will be sent at the Purchaser’s cost and risk to another destination (“Purchase to Destination”). To the extent not agreed otherwise, we are entitled to decide on the ways and means of transportation (in particular transport company, means of transport, packaging).

(2) The risk of accidental loss and accidental deterioration of the Goods passes to the Purchaser upon their handing-over to it at the latest. In case of a Purchase to Destination the risk of accidental loss and accidental deterioration as well the risk of delayed delivery of the Goods is already being transferred upon handing-over of the Goods to the forwarding agent, freight carrier or any other person in charge of the transportation. Should a formal acceptance of the Goods having been agreed, such formal acceptance shall be relevant for the passage of risk. With respect to an agreed-upon formal acceptance any other statutory provisions of the work contract law shall apply correspondingly. If the Purchaser is in default of taking delivery of the Goods this shall be deemed handing-over respectively formal acceptance of the Goods.

Section 5 Prices and Terms of Payment

(1) Unless otherwise agreed in individual cases, our current prices valid at the time of receipt of the purchase order for the Goods shall apply, namely ex factory/warehouse, plus value added tax, if any.

(2) Unless otherwise agreed in individual cases, the purchase price shall be due and payable after delivery respectively formal acceptance of the Goods within 14 (fourteen) calendar days from the issuance of the invoice.

(3) Upon expiry of the payment deadline stipulated above, in the event of no payment effected the Purchaser shall be in default. During the time of the default remaining uncured interest at the applicable statutory rate shall be charged on the purchase price. We reserve the right to assert a further damage claim caused by default. Our claim to the commercial maturity interest (Section 353 German Commercial Code - HGB) remains unaffected.

(4) The Purchaser shall be entitled to set-off and retention rights, only, insofar as its claim has been established by an unappealable judicial decision or is undisputed. In case of defects in the Goods the Purchaser’s counter-rights, in particular in accordance with Section 7 sub-clause 5 2^nd half-sentence hereinbelow, remain unaffected.

(5) If after conclusion of the contract, it becomes recognizable (for example by an application to open insolvency proceedings) that our claim to the purchase price is jeopardized by the Purchaser’s inability to perform, we shall be entitled to refuse performance in accordance with the statutory provisions and - as the case may be after setting a deadline - to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of specific items (individual products) we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall apply.

Section 6 Retention of Title

(1) Until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (“Secured Claims”), we retain title to the Goods sold.

(2) Goods subject to retention of title must neither be pledged to third parties nor assigned as security before full payment of the Secured Claims. The Purchaser shall notify us without undue delay if a filing for the opening of an insolvency proceeding has been made or if seizures (for example attachments) have been imposed on the Goods belonging to us.

(3) In the event of a breach of contract by the Purchaser, in particular in case of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand return of the Goods on the basis of retention of title. The demand for return does not at the same time include the declaration of withdrawal; we are rather entitled to demand the return of Goods, only, and to reserve the right of withdrawal. If the Purchaser does not pay the purchase price when due, we may assert such right, only, if beforehand we have set the Purchaser a reasonable deadline for payment without success or if setting such a deadline is dispensable according to statutory provisions.

(4) Until revoked pursuant to paragraph (c) of this sub-clause, the Purchaser is authorized to resell and/or process (including mixing and/or combining) the Goods subject to retention of title in the ordinary course of business. In this case the following provisions shall apply in addition:

(a) The retention of title shall extend to the products resulting from the processing, mixing and/or combining of our Goods at their full value, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing and/or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values (before any transaction taxes) of the processed, mixed and/or combined products. Furthermore, for the product being newly generated the same rules as to the Goods delivered by us under retention of title shall apply.

(b) The Purchaser hereby assigns (and transfers) to us by way of security the claims against third parties arising from the resale of the Goods or newly generated product in total respectively in the amount corresponding to our co-ownership share as set forth in the preceding paragraph (a). We accept such assignment. The obligations of the Purchaser stated in sub-clause 2 hereinabove also apply in respect of the assigned claims.

(c) The Purchaser shall remain authorized to collect the claim alongside us. We undertake not to collect the claim as long as the Purchaser meets its payment obligations towards us, there is no deficiency in its ability to perform and we do not invoke retention of title by exercising a right pursuant to sub-clause 3 hereinabove. If this is the case, however, we may demand the Purchaser to inform us about the assigned and transferred claims as well as about their debtors, provide all information necessary for collection, hand over the pertinent documentation and to advise the debtors (third parties) of the assignment and transfer. In addition, in this case we shall be entitled to revoke the Purchaser’s authorization to resell and process the Goods being subject to retention of title.

(d) If the realizable value of the collaterals exceeds 10 % of the Secured Claims, at Purchaser’s request, we shall release collateral of our choice.

Section 7 Customer Claims for Defects

(1) The statutory provisions shall apply to the Purchaser’s rights in the event of material defects and defects of title (including wrong delivery, short delivery as well as deficient instructions), unless otherwise stipulated below. In all cases, the special statutory provisions for the purchase of consumer goods (Sections 474 et seq. BGB) remain unaffected.

(2) The basis of our liability for defects are in the first place the agreements on the conditions and the assumed purpose of use of the Goods (including accessories and instructions). All product descriptions and manufacturer’s specifications which represent a contractual object of the individual contract and/or which at the time of the conclusion of contract had been made public by us (in particular, in catalogs and/or on our internet homepage) shall be deemed to be an agreement on the conditions of the Goods. Insofar as the conditions of the Goods had not been agreed upon it is to be judged according to the statutory regulations as to whether a defect is given or not (Section 434 sub-clause 3 BGB). However, we do not assume any liability for public statements made by third parties (also - other - manufacturers in case of traded commodities, vendor parts and/or vendor accessories), of which the Purchaser has not advised us as being decisive for its purchase.

(3) We shall not be liable for defects of which at the time of conclusion of the contract the Purchaser is aware or, with the exception of any malicious concealment on our part or a guarantee on the condition of the Goods being given by us, is gross negligently not aware (Section 442 BGB). Furthermore, any defect claims of Purchaser presuppose that it has met its statutory obligations of inspection and giving notice (Sections 377, 381 HGB). The inspection of the Goods must always take place before any installation or further processing. If a defect appears upon delivery, inspection or at any later time, we must be notified thereof without undue delay. In any case, obvious defects shall be notified to us within 10 (ten) business days of delivery and any defects not detectable at inspection shall be notified to us within the same period of time after their discovery.

(4) If the Goods are defective, we may initially elect whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). If the method of subsequent performance chosen by us cannot be deemed acceptable to the Purchaser the latter can assert a rejection. Our right to refuse under the statutory provisions subsequent performance shall remain reserved.

(5) We are entitled to make our subsequent performance conditional on the Purchaser’s payment of the purchase price due, whereby, however, the Purchaser may retain a part of the purchase price adequate in relation to the defect.

(6) The Purchaser shall afford us the time and opportunity required for the subsequent performance, in particular hand over the Goods complained about for inspection. In the event of a replacement delivery, the Purchaser shall return the defective item to us according to the statutory provisions; the Purchaser, however, does not enjoy a return right. The subsequent performance shall neither include the removal respectively deinstallation of the defective item nor the fitting respectively installation of a defect-free item, if originally we had not been obliged to render such services. Claims of the Purchaser for compensation of deinstallation and installation costs remain unaffected.

(7) We shall bear respectively reimburse in accordance with the statutory provisions and these GTCSD the expenses required for inspection and subsequent performance, in particular transport, travel, labor and material costs as well as, if applicable, deinstallation and installation costs, if a defect is actually present. On the other hand, we may demand from the Purchaser reimbursement of costs incurred as a result of an unjustified request to remedy a defect, unless the lack of defectiveness was not known or noticeable to the Purchaser.

(8) If an adequate delay set by the Purchaser for subsequent performance has expired unsuccessfully or is dispensable according to the statutory provisions, the Purchaser may in accordance with the statutory provisions withdraw from the purchase contract or reduce the purchase price. In case of an insignificant defect, however, there is no right of withdrawal.

(9) Claims of the Purchaser for expenses pursuant to Section 445a sub-clause 1 BGB are excluded, unless the last contract in the delivery chain is a purchase of consumer goods (Sections 478, 474 BGB). Claims of the Purchaser for damages or reimbursement of futile expenses (Section 284 BGB) shall also in the case of defects only exist in accordance with the subsequent Section 8.

Section 8 Other Liabilities

(1) We shall be liable for breach of contractual and non-contractual obligations in accordance with the statutory provisions, to the extent not otherwise agreed-upon in individual cases and/or set forth in these GTCSD (including the following provisions).

(2) We shall assume liability for damages - irrespective of legal grounds – within the scope of fault liability in the event of willful conduct and gross negligence. In the event of simple negligence, we shall be liable, subject to statutory limitations (for example care in own affairs, insignificant breach of duty), only

(i) for damages resulting from injuries to life, body and/or health,

(ii) for damages resulting from the breach of an essential contractual obligation (id est: an obligation the fulfillment of which enables the proper execution of the contract in the first place and on the compliance therewith the contractual partner regularly relies and may rely), whereby, however, our liability shall be limited to the compensation of the foreseeable, typically occurring damage.

(3) The limitations of liability set forth in the preceding sub-clause 2 shall also apply to breaches of duty by persons (also in their favor) to whose fault we are responsible according to statutory provisions. They shall not apply as far as a defect was maliciously concealed by us or a guarantee on the conditions of the Goods was given by us as well as to claims of the Purchaser under the German Product Liability Law.

(4) The Purchaser can withdraw from the contract because of a breach of duty, which is not based on a defect, only, if this breach of duty has been under our control. A free termination right of the Purchaser (in particular pursuant to Sections 650, 648 BGB) is excluded. In addition the statutory requirements and legal consequences shall be applicable.

Section 9 Limitation Periods

(1) Notwithstanding Section 438 sub-clause 1 no. 3 BGB (and subject to special statutory rules, such as Sections 438 sub-clause 1 no.1 and no. 2 as well as sub-clause 3, 444, 445b BGB) the limitation period for claims based on material defects and title defects shall be 1 (one) year after handing over of the Goods to the Purchaser respectively, pursuant to Section 4 sub-clause 2 hereinabove, passage of risk to it.

(2) The above limitation periods of the sales law shall also apply to contractual and non-contractual damage claims of the Purchaser based on a defect of the Goods, unless in individual cases the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period. Damage claims of the Purchaser according to Section 8 sub-clause 2 sentence 1 and sentence 2 (i) hereinabove as well as those based on the German Product Liability Law shall exclusively become time-barred pursuant to the statutory limitation periods.

Section 10 Place of Performance, Choice of Law and Place of Jurisdiction

(1) Place of Performance shall be Eschborn, Germany.

(2) The contractual relationship between us and the Purchaser shall be governed by the substantive German law with the exclusion of the UN Convention for the International Sales of Goods.

(3) Exclusive place of jurisdiction shall be Frankfurt/Main, Germany. However, we may also bring action against the Purchaser at its general place of jurisdiction.