Terms and Conditions

‘s Terms of Delivery to Domestic Businesses (as of May 2019)

1. Scope

1.1 These General Terms and Conditions of Sale and Delivery ( ) apply to all contracts ( ) that we enter into as a seller or supplier. This also applies to future transactions. If we provide services or repairs ( ), our Terms of Service apply.

1.2 These Terms and Conditions apply only to business entities (§ 14 BGB), legal entities governed by public law, or a special fund governed by public law within the meaning of § 310(1), sentence 1, BGB.

1.3 Our service contracts for repairs and maintenance of machinery and equipment are concluded exclusively in transactions with merchants and non-merchants, based on these General Terms and Conditions of Service . This also applies to future transactions.

1.4 Verbal statements made by our employees require our written confirmation. Side agreements and amendments require written confirmation (mail, fax, or PDF file).

2. Contract Formation and Terms and Conditions

2.1 For , the scope of the delivery and/or service is governed by our offer and our order confirmation.

2.2 We at reserve the right to make changes to the agreed specifications of your deliveries and services to the extent that this is necessary to ensure product safety or is required by law .

2.3 We reserve unrestricted ownership rights and copyrights to the use of cost estimates, drawings, test programs, and other documents at . They may only be made available to third parties with our prior written consent. Drawings and other documents accompanying offers must be returned immediately upon request if the order is not placed or is terminated. Sentences 2 and 3 of the aforementioned provision also apply mutatis mutandis to documents belonging to the purchaser, with the exception that the purchaser’s documents may be made available to third parties whom we engage to perform deliveries or services within the scope of the purchaser’s order.

3. Export Regulations

3.1 Our products may be subject to export restrictions.

3.2 In the event of an export to a country outside the European Union , the purchaser shall confirm in writing, prior to shipment, installation, or assembly, that the products will be used solely for civilian purposes and not in connection with nuclear technology or any other regulated technology.

3.3 We reserve the right to conduct additional export controls . For this purpose, we are authorized to disclose the names and addresses of customers, suppliers, and other individuals involved in the performance of the contract to third parties for the purpose of security screening.

3.4 If customers, suppliers, or other persons directly or indirectly involved in the performance of the contract are listed on German, European, or U.S. sanctions lists, we are entitled to a right of withdrawal or termination. Upon declaration of withdrawal or termination, all claims for compensation against us are excluded.

4. Price and Payment

4.1 All prices quoted and agreed upon at are, unless otherwise agreed upon at , ex works, excluding packaging, plus the applicable statutory value-added tax as listed at , if applicable.

4.2 The prices at reflect the cost situation at the time the order is placed at . If cost factors change by the agreed delivery or service date at , e.g., the applicable wage rates or material prices, we may increase the prices by the amount of the additional costs actually incurred if the delivery or service is not provided within 4 months after the conclusion of the contract . The same applies if the delivery or service is provided later than 4 months after the conclusion of the contract for reasons attributable to the customer. If the statutory sales tax increases, the customer shall bear the additional costs.

4.3 In the absence of a specific agreement , the following installment payments shall be due—without any deductions:

– 20% upon signing the contract
– 40% upon delivery or shipment
– 30% upon completion
– 10% upon acceptance.

4.4 Our invoices are due without deduction 14 days after the invoice date. Unless our order confirmation provides for the right to a discount , such a discount requires a specific written agreement. Timeliness of payment is determined by the date of receipt of payment . If the customer is in default of payment, we will charge statutory default interest; we reserve the right to claim further damages.

4.5 Notwithstanding any other rights to which we are otherwise entitled, we may rescind the contract and take back the purchased item to secure our rights if the customer defaults on payment. We will notify the customer of this measure and grant him a reasonable grace period for payment. In the event of agreed installment payments, we are entitled, in the event of default on a due installment or in the event of a protested bill of exchange, in the event of the customer’s suspension of payments or a significant deterioration in the customer’s financial situation that poses a concrete threat to our claims, we are entitled to demand immediate payment of the outstanding order price. Evidence of a material deterioration in financial standing includes, in particular, actual or impending insolvency or over-indebtedness of the customer, the initiation of enforcement
measures by the customer’s creditors, the presentation of uncovered checks, bills of exchange being protested, the submission of an affidavit, the non-payment of a installment due, or information from a bank or credit bureau that is consistent with the diligence of a prudent businessman .

4.6 The purchaser at is entitled to exercise rights of set-off, retention, and refusal to perform only if their counterclaims have been legally established , are undisputed, or have been acknowledged by us. Furthermore, the customer is authorized to exercise a right of retention only to the extent that his counterclaim is based on the same contractual relationship.

5. Delivery; Delivery and Service Time

5.1 Place of Performance , is our registered office.

5.2 Delivery dates and delivery periods are binding only if we have confirmed them in writing as fixed-date transactions and if the customer has provided us in a timely manner with all information and documentation necessary for execution and delivery
and has paid any agreed-upon down payments in accordance with the agreement. Agreed deadlines begin on the date of the order confirmation. In the case of additional or expanded orders placed at a later date, the deadlines shall be extended accordingly.

5.3 Subsequent requests by the customer for changes or additions shall extend the delivery time by a reasonable period. The same applies to measures taken in the context of labor disputes, in particular strikes and lockouts, or other operational disruptions, as well as in the event of mobilization, war, civil unrest, scrapping of a key workpiece, delays in the delivery of key raw materials and parts, and other events unforeseeable by us, if these obstacles result in or contribute to non-compliance with the deadline . We are not responsible for the aforementioned circumstances even if they arise during an already existing delay in delivery.

5.4 If the customer is in default of acceptance or violates other obligations to cooperate, we are entitled, without prejudice to our other rights, to store the products appropriately at the customer’s risk and expense . If we store the goods, the storage costs amount to 0.5% of the net purchase price of the items to be stored for each week that has elapsed. The storage fee is limited to 5% , unless higher costs are proven. We are also entitled to withdraw from the contract and/or to claim damages from the purchaser. The damages amount to a flat rate of 15% of the agreed net purchase price, unless the purchaser proves that less damage or no damage at all was incurred. Notwithstanding the lump-sum damages , we are entitled to claim compensation for the actual damages incurred .

5.5 We at may make partial deliveries for valid reasons and to a reasonable extent. We will notify the customer in a timely manner of any partial deliveries.

5. We reserve the right to ensure correct and timely delivery from our suppliers.

6. Transfer of Risk

6.1 Our obligation to perform is limited to making the goods available for shipment at . Unless otherwise agreed at , the goods are delivered on an FCA basis. The customer is obligated to pick up the goods within seven calendar days of receiving the notice of readiness or the invoice.

6.2 Goods are shipped only at the request, expense, and risk of the customer. We reserve the right to choose the shipping method, while taking the customer’s interests into appropriate consideration.

6.3 The risk passes upon delivery of the goods and notification that the goods are ready for shipment or upon handover of the goods to the person performing the transport , but no later than when the goods leave the manufacturing plant/warehouse, or—in the case of drop shipments—the manufacturing plant/warehouse of the upstream supplier, to the purchaser, even if partial deliveries are made. Sentence 1 applies regardless of whether further services have been agreed upon (e.g., work and materials contracts).

6.4 We, , are prepared to arrange the insurance policies required by the customer at , upon the customer’s request and at the customer’s expense.

7. Retention of Title

7.1 We, , reserve title to the goods until the purchase price has been paid in full and all other current or future claims against the purchaser have been satisfied.

7.2 Any processing or treatment of the delivered item, as well as its combination with third-party items by the purchaser or third parties, shall be carried out on our behalf. We shall be entitled to co-ownership of the newly created items in proportion to the value of the delivered item.

7.3 The purchaser may neither pledge the delivered item as collateral nor assign it as security to . The customer must immediately notify us of any attachments, seizures, or other threats to ownership by third parties by sending copies of the relevant documents (e.g., attachment order) to us. The costs of any intervention shall be borne by the customer.

7.4 In the event that the purchaser sells the delivered goods before full payment of the agreed price ( ), the purchaser assigns to us, as security, upon placing the order ( ), its claims arising from the resale in the amount of the order price ( ) plus a 10% collection fee ( ). For this purpose, it is immaterial whether the purchaser sells the goods to one or more buyers together with other items not belonging to us, whether without or after processing, or after installation in another item. We will not collect such claims as long as the purchaser duly fulfills its payment and other obligations. At our request, the purchaser must disclose the debtors of the claims assigned to , notify them of the assignment at its own expense, and hold the collected proceeds of sale in trust for us at , keeping them separate from its own assets.

7.5 If the value of our security exceeds the total amount of our claims by more than 15%, we are prepared, at the purchaser’s request, to release any security in excess of this amount, at the purchaser’s discretion, or to transfer it back to the purchaser.

7.6 If the law governing the subject matter of delivery does not permit retention of title, but permits the reservation of similar rights to the subject matter of delivery, then such similar rights shall be deemed to have been agreed upon between the customer and us as . The customer is obligated to cooperate with any measures we intend to take to protect our ownership or similar security rights in the delivered goods. The customer may be compelled to do so, as well as to comply with the obligations set forth in Section 6, without further notice, by means of a preliminary injunction or corresponding legal measures.

8. Installation and Assembly; Cooperation by the Customer

8.1 For any type of installation and assembly, the customer must assume the following obligations at its own expense:

– Timely provision of the necessary lifting equipment for unloading ( , as needed: forklifts, cranes, heavy-duty cranes, etc.); Support crews, such as required skilled workers or unskilled laborers , equipped with the necessary tools in the required quantities, if this has been agreed upon; power and water, including the necessary connections to the
point of use, heating , and general lighting; at the installation site, for the storage of the delivered items, installation materials, tools , etc., sufficiently large, suitable, dry, and lockable rooms, as well as appropriate work and rest areas for the installation personnel, including sanitary facilities. The purchaser must take the necessary measures to protect the installation personnel and our property; this includes protective clothing and protective equipment that is required due to special circumstances at the installation site and is not standard practice for us in the industry.

– The purchaser must ensure that the unloading location, as specified at , is accessible via a sufficiently secure, drivable, and load-bearing access road to .

– Before installation work begins, the customer must, without being asked, provide the necessary information regarding the location of concealed electrical, gas, and water lines or similar systems, as well as the required structural data .

– Before installation or assembly begins, the parts required for the work to commence ( ) must be on site ( ), and all necessary preparatory work must be sufficiently advanced ( ) so that installation or assembly can begin immediately upon the arrival of the assembly personnel ( ) and be carried out without interruption ( ).

– If installation is delayed, installation, or commissioning due to circumstances that—particularly on the construction site—occur through no fault of ours but rather fall within the sphere of risk of the
purchaser , the purchaser shall bear, to a reasonable extent, the costs for the waiting time and any further necessary travel by the installation personnel .

– The customer must carefully certify the installation crew’s working hours on a weekly basis. The customer is obligated to immediately provide the installation crew with a written certificate confirming the completion of the installation or assembly.

– We are not liable for work performed by your installation personnel or other agents, to the extent that such work is not related to the delivery or installation or assembly
or to the extent that it is not initiated by the customer.

8.2 If we have undertaken to perform installation or assembly on a separate-charge basis , the following provisions shall apply in addition to Section 8.1:

– The customer shall pay us the rates agreed upon at the time the order was placed for labor hours, as well as surcharges for overtime, night work, work on Sundays and holidays, work under difficult conditions , and for planning and supervision. The statutory holidays shall be determined in accordance with the regulations applicable at our headquarters.

– The following expenses are reimbursed separately: travel expenses; costs for the transportation of tools and personal luggage; per diem for working hours as well as for days off and holidays.

9. Warranty

9.1 The warranty period for is 12 months from the transfer of risk (Section 6) for the item.

9.2 We, , shall, at our discretion, repair, replace, or re-perform the defective goods.

9.3 For items at that can be shipped to us at without undue expense, the defect will be remedied at our headquarters. The customer at shall properly package the item and deliver it along with the necessary accessories.

9.4 If the item is not at the location of its intended use, then the customer shall bear the additional costs incurred for the repair. These include, in particular, higher transportation or travel costs.

9.5 The customer must grant us the time and opportunity reasonably required to remedy the defect . If the customer refuses to do so , we shall be released from liability for the defect.

9.6 Only in urgent cases where operational safety is at risk—in which case we must be notified immediately at —or with our prior written consent, does the customer have the right to remedy the defect themselves or have it remedied by a third party and to demand reasonable reimbursement of their costs from us.

9.7 Of the direct costs arising from the repair or replacement of the defective parts of the delivery and services , we shall bear the cost of the replacement part, including shipping, reasonable costs for removal and installation, as well as the expenses incurred by us for any necessary personnel assignments. In such cases, the replaced parts become our property.

9.8 Any further claims by the purchaser against us and our agents are excluded, in particular claims for compensation for damages that did not occur to the delivered item itself. This does not apply to liability arising from willful misconduct or gross negligence.

10. Exclusion of Warranty

10.1 The purchaser at must notify us in writing of any defects immediately upon delivery of the item, no later than 7 days thereafter. In the case of hidden defects , the customer must report the defect in writing immediately upon discovery, no later than 7 days thereafter. Otherwise , all warranty claims are excluded.

10.2 We, , exclude any warranty for damage resulting from improper use, modifications, or tampering with the item, faulty installation, repair, or maintenance by the customer, or third parties. This also applies if the customer or a third party uses accessories that do not comply with our specifications or those of third parties. The foregoing does not apply if the customer can prove, in connection with the defect report, that the aforementioned factors were not the cause of the defect.

10.3 There is no warranty under the German Consumer Protection Act ( ) for used items.

10.4 Our obligation to pay compensation for damages or reimbursement of expenses for damages to life, body, and health, and for intentional or grossly negligent breaches of duty in accordance with these General Terms and Conditions remains unaffected.

11. Liability

11.1 We, , shall not be liable in the event of simple negligence on the part of our officers, legal representatives, employees, or other vicarious agents, unless such negligence constitutes a breach of essential contractual obligations. Essential contractual obligations include the obligation to ensure timely, defect-free delivery and installation, as well as obligations to provide advice, protection, and care that are intended to enable the purchaser to use the delivered item in accordance with the contract or to protect the life or limb of the purchaser’s personnel or third parties, or the purchaser’s property from significant damage. Liability under the Product Liability Act, for injury to life, limb, or health, and for intentional conduct remains unaffected by this provision .

11.2 Liability for damages arising from a breach of a material contractual obligation is limited to the foreseeable, typically occurring damage , unless there is intent or gross negligence and unless liability arises from injury to life, body, or health, or from guarantees that have been assumed. In this regard, these claims for damages are subject to a 12-month statute of limitations.

11.3 To the extent that we are liable for damages on the merits, this liability is limited to damages that we foresaw at the time the contract was concluded as a possible consequence of a breach of contract, or that we , taking into account the circumstances known to us or that we should have known, should have foreseen by exercising the care customary in the trade. Indirect and consequential damages resulting from defects in the delivered item are, furthermore, only compensable to the extent that such damages are typically to be expected when the delivered item is used for its intended purpose.

11.4 Claims for damages for the loss of stored data are excluded if the damage would not have occurred had proper data backup been performed; unless we failed to properly instruct the customer on data backup procedures.

11.5 The limitations set forth above in Section 10 apply accordingly to the customer’s claims for reimbursement of expenses under .

12. Impossibility; Contractual Adjustment

12.1 If it becomes impossible for us or the customer to perform the delivery or service for which they are responsible , the general legal principles shall apply subject to the following provision : If the impossibility is attributable to our fault , the customer is entitled to claim damages . However, the customer’s claim for damages is limited to 10% of the value of that part of the delivery or service which, due to the impossibility, cannot be put into proper operation . Any further claims for damages by the customer are excluded. This does not apply to the extent that we are liable for willful misconduct or gross negligence. The customer’s right to cancel the order remains unaffected.

12.2 If unforeseen events significantly alter the economic significance or the content of the delivery or service, or significantly affect our operations at , the order will be adjusted accordingly to the extent that this is in good faith. To the extent that this is not economically justifiable, we reserve the right to withdraw from the order. If we wish to exercise this right of withdrawal , we will notify the customer immediately upon becoming aware of the scope of the event, even if an extension of the delivery time had initially been agreed upon with the customer.

13. Force Majeure ( )

Force majeure , labor disputes, operational disruptions through no fault of our own, civil unrest, government measures, and other unavoidable events shall release us from our obligation to perform in a timely manner for the duration of such events. During such events and within two weeks after their conclusion, we are entitled—without prejudice to our other rights—to withdraw from the contract in whole or in part , provided that these events are not of insignificant duration and our need is significantly reduced due to the alternative procurement required as a result.

14. Applicable Law ( ) and Jurisdiction

14.1 The law of the Federal Republic of Germany applies exclusively to , as set forth at , to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

14.2 Place of Jurisdiction For both parties to the contract, the place of jurisdiction for all disputes is our registered office. However, we are entitled, at our discretion, to bring an action at the customer’s registered office .

General Terms and Conditions for the Delivery of Goods to Companies Abroad (“GTC”) (as of May 2019)

1. Scope

1.1 These General Terms and Conditions apply only to deliveries of goods and services (collectively: “Deliveries”) that we provide to a company or a legal entity under public law (“Customer”) whose registered office or branch acting in its own name is not located in Germany.

1.2 Any terms and conditions provided by that differ from these Terms and Conditions shall not apply unless we at have expressly specified them in our offer.

2. Offer

2.1 Information provided by regarding the characteristics of our goods is derived exclusively from and, ultimately, from the respective technical specifications.

2.2 We reserve all ownership and copyrights to documents forming part of the offer at , such as illustrations, drawings, plans, design documents, etc.

2.3 We are bound by offers sent to for 30 calendar days, calculated from the date of the offer, .

3. Delivery Terms, Transfer of Risk

3.1 Prices are ex works (“place of performance”) in accordance with INCOTERMS, plus packaging.

3.2 Prices are net prices in euros, plus the statutory value-added tax in Germany applicable at the time of delivery and excluding any further deductions, unless the customer provides official proof of a VAT-exempt export of the goods.

3.3 We, , are not obligated to obtain or prepare any permits, customs declarations, licenses, or other documents required for export, transit, or import . However, upon the customer’s request, at the customer’s risk and expense, we will assist in obtaining the documents specified by the customer.

3.4 Partial deliveries are permitted, provided they do not constitute a material breach of contract , and we may invoice them separately.

3.5 Risk also passes to the customer —even if INCOTERMS of Groups F or C or free-carriage deliveries are agreed upon at the place of performance specified in 3.1—when the delivery has been made ready for shipment or picked up , or at the time the customer fails to fulfill an acceptance obligation .

4. Reservation of the Right to Self-Supply

If the contractually agreed-upon delivery is not available at —because we have not received a shipment from our own suppliers at or because our stock for the delivery has been exhausted—we are entitled to provide a delivery that is equivalent in quality and price. If this is not possible, we may withdraw from the contract.

5. Terms of Payment

5.1 Unless otherwise agreed at , invoices are due immediately and without deduction at our headquarters. Unless otherwise agreed at , payment must be made in euros to the account specified by us at . Transfer, currency conversion, and other payment fees shall be borne by the customer.

5.2 If payment is not made by the due date , the customer shall pay interest at a rate of 8 percentage points above the respective ECB base rate to .

5.3 The customer may only set off claims that are undisputed or have been legally established. In the case of set-off against claims denominated in foreign currencies, the exchange rate used shall be the ECB rate as of the time of the set-off or the judgment.

6. Delivery Dates

6.1 Compliance with the agreed delivery time is contingent upon the timely receipt of all documents to be provided by the customer, the necessary approvals and clearances, as well as the customer’s compliance with the agreed payment terms and other obligations . If these conditions are not met in a timely manner , the deadlines shall be extended accordingly; this does not apply if we are responsible for the delay.

6.2 If can attribute the failure to meet deadlines to force majeure, such as mobilization, war, civil unrest, strikes, lockouts, embargoes, etc. , the deadlines shall be extended accordingly.

6.3 If the agreed delivery time is exceeded, the customer may, provided that the customer can demonstrate that it has suffered damages as a result, claim compensation of 0.5% for each full week of delay, but not exceeding a total of 3% of the net price of that portion of the delivery which, as a result of the delay, the customer is unable to use .

6.4 The customer’s claims for damages due to a delay in delivery via that exceed the limits specified in 6.3 are excluded even after the expiration of any delivery deadline set by the customer . This does not apply to the extent that we are liable in cases of willful misconduct or gross negligence.

6.5 The customer may only demand termination of the contract if we are responsible for the delay in delivery and the customer has set us a reasonable deadline for making the delivery, stating that he will refuse to accept the delivery after the deadline has expired, and the deadline has passed without result. This does not entail a shift in the burden of proof to the detriment of the customer.

6.6 We, , are entitled to fulfill our contractual obligations after the scheduled date , provided that the customer is informed of the delay and is notified of a new timeframe for fulfillment. The customer may object to such fulfillment within a reasonable period if such fulfillment is unreasonable. The objection is effective only if it is received by us before performance begins.

7. Retention of Title

All goods delivered to (“Goods Subject to Retention of Title”) remain our property until to secure all claims we are entitled to against the customer arising from the business relationship at . The provisions regarding the transfer of the risk of price and performance in Section 10 are not altered by the retention of title .

8. Goods from That Do Not Conform to the Contract

Our liability under for goods that do not conform to the contract (Art. 35 CISG) or for defects in title (Art. 41 CISG) is governed exclusively as follows:

8.1 The characteristics of our goods are definitively set forth in the respective Technical Specification (“TS”). Any characteristics not listed there are not subject to our liability for goods that do not conform to the contract. In principle, it is the customer’s responsibility to verify the suitability of the respective type of goods for the intended use.

8.2 In the case of deliveries of goods that, at the time of transfer of risk, do not meet the specifications listed in the respective TS (“goods not in conformity with the contract”), we will, at our option , either repair them free of charge or deliver a replacement free of charge (“subsequent performance”).

8.3 Rectification pursuant to does not trigger a new statute of limitations period (8.4).

8.4 Claims arising from the delivery of goods that do not conform to the contract are subject to a statute of limitations of 6 months, beginning on the date the goods were delivered to the customer or the date the customer refused to accept the goods.

8.5 The customer shall immediately notify in writing of any goods that do not conform to the contract (Art. 38(1) CISG). The notice must include the delivery details pertaining to the shipment (delivery note number, bar code, etc.).

8.6 If the customer does not grant us an opportunity to remedy the situation within a reasonable period of time, we are released from liability for the delivery of goods that do not conform to the contract.

8.7 Our right to subsequent performance under Art. 48 of the CISG ( ) shall not apply only if the buyer, upon receiving notice of subsequent performance from the seller , provides a verifiable written explanation within two (2) calendar days, the buyer provides a verifiable written explanation as to why subsequent performance would be unreasonable for the buyer. For the purpose of meeting this deadline, the date of receipt of the statement by us shall be decisive.

8.8 If fails to remedy the defect, the customer may cancel the contract or reduce the compensation payable to .

8.9 Claims regarding goods that do not conform to the contract do not apply in the case of only an insignificant deviation from the agreed quality, in the case of only an insignificant impairment of usability, in the case of damage occurring after the transfer of risk as a result of improper or negligent handling or due to special external influences not contemplated by the contract .

8.10 The customer’s claims for additional expenses necessary for the purpose of subsequent performance—in particular, transportation, travel, labor , and material costs—are excluded to the extent that such expenses increase because the delivery was subsequently moved to a location other than the place of performance.

8.11 Any further claims or claims by the customer arising from the delivery of goods that do not conform to the contract—other than those governed by Section 8—are excluded, in particular claims for damages due to the delivery of goods that do not conform to the contract.

9. Recalls

Prior to a recall that is wholly or partially the result of a defect in the subject matter of the contract delivered by us, we must be notified at so that we have the opportunity to cooperate and can consult with the customer regarding efficient implementation .

10. Infringements of Intellectual Property Rights, Other Legal Defects

10.1 Unless otherwise agreed at , we shall provide deliveries free from third-party industrial property rights and copyrights in Germany (“Intellectual Property Rights”). If a third party asserts valid claims against our customer due to an infringement of intellectual property rights by a delivery provided by us and used by the customer in accordance with the contract, we shall be liable within the period specified in 8.4 as follows:

– At our discretion and at our expense, we will either obtain a right of use for the delivery in question for , modify it at so that it does not infringe the intellectual property right, or replace it at . If we are unable to do so under reasonable terms, the customer is entitled to rescind the contract or claim a price reduction. The provisions in Sections 8.6 and 8.10 apply accordingly.

– Fulfilment of the aforementioned obligations is contingent upon the customer immediately notifying us in writing of any claims asserted by third parties , not acknowledging any infringement , and reserving the right to take all defensive measures and conduct settlement negotiations . If the customer ceases use of the delivery from for reasons of damage mitigation or other important reasons, the customer shall inform the third party at that the cessation of use does not constitute an acknowledgment of an intellectual property rights infringement.

10.2 Claims by the customer are excluded to the extent that the customer is responsible for the infringement of intellectual property rights .

10.3 Claims by the customer are also excluded to the extent that the infringement of property rights is caused by specific requirements of the customer, by an application we could not have foreseen, or by the fact that the delivery is modified by the customer or used in conjunction with products not supplied by us.

10.4 Any further claims by the customer ( ) or claims other than those governed by Section 9 arising from a legal defect ( ), in particular claims for damages, against us are excluded ( ).

10.5 Claims by arising from defects in title are subject to the statute of limitations set forth in Section 8.4.

11. Contract Termination

11.1 The customer is only entitled to terminate the contract after having given us written notice of intent to terminate the contract at and after a reasonable grace period, set in writing at , has expired without result.

11.2 If the customer asserts a claim for replacement, repair, or other performance , the customer is bound to this for a reasonable period of time without being able to terminate the contract. This also applies in the event that we announce subsequent performance (8.7).

11.3 In addition, the customer must notify us in writing of the termination of the contract within a reasonable period of time at .

12. Impossibility, Contractual Adjustment

12.1 If makes delivery impossible for us, the customer is entitled to claim damages from , unless we are not responsible for the impossibility of delivery . The customer’s claim for damages is limited to 10% of the value of that portion of the delivery which the customer cannot use due to the impossibility of performance. This does not apply in cases of willful misconduct or gross negligence; this does not entail a shift in the burden of proof to the customer’s detriment. The customer’s right to rescind the contract remains unaffected.

12.2 If events of force majeure (6.2) significantly alter the economic significance or the content of the delivery, or have a significant impact on operations , the contract shall be appropriately adjusted in accordance with the principles of good faith . To the extent that this is not economically justifiable, we shall be entitled to rescind the contract. Upon exercising the right to terminate the contract, we will notify the customer immediately after becoming aware of the scope of the event, and even if an extension of the delivery time had initially been agreed upon with the customer.

13. Other Claims for Damages

13.1 Claims for damages and claims for reimbursement of expenses by the customer, regardless of the legal basis —in particular due to a breach of obligations under the contract and due to tort—are excluded, unless the breach involves a material breach of contractual obligations or an intentional or grossly negligent breach of duty.

13.2 Our liability for damages arising from a breach of material contractual obligations is, however, limited to the foreseeable damages typical for this type of contract, .

13.3 To the extent that excludes or limits our liability pursuant to Section 12, this also applies to the personal liability of our employees, workers, staff members, and other agents, but does not apply to the personal liability of legal representatives and executive officers.

13.4 Contractual and non-contractual claims, in particular claims for damages , are subject to the statute of limitations applicable to claims arising from the delivery of goods that do not conform to the contract, in accordance with Section 8.4.

14. Language of the Contract

The language of the contract is German. All communications, statements, notices, etc. are binding exclusively in German. Unless otherwise agreed upon at , all drawings, technical documents, attachments, diagrams, operating and maintenance manuals, catalogs, specifications, standards, and other documents to be prepared or procured by the customer must be prepared in German .

15. Written Form Clause

Amendments and additions to the contract must be in writing to be effective. Notices sent by fax or as a PDF file satisfy the written form requirement .

16. Jurisdiction

The exclusive place of jurisdiction for all disputes for both contracting parties is our registered office in Germany. However, pursuant to , we are entitled, at our discretion, to bring an action at the customer’s registered office or branch office .

17. Applicable Law

is governed by the United Nations Convention of April 11, 1980, on Contracts for the International Sale of Goods (CISG, UN Sales Convention) and, on a subsidiary basis, German substantive law.

Terms and Conditions of Sale – B2B International (“T&Cs”) (Edition May 2019)

1. Validity

1.1 The Terms and Conditions shall apply only to supplies and services (hereinafter: “Delivery(ies)”), which we have provided on the basis of a contract (“Contract”) concluded between us and a company or legal entity organized under public law (“Buyer”) (“B2B”) bearing the same name whose registered business address or place of business is not in Germany.

1.2 Any terms and conditions that diverge from those set forth at shall not apply unless we have expressly incorporated them into our offer .

2. Offers

2.1 The description of the composition of our goods shall be defined exclusively and, , conclusively in the respective technical specification (“Technical Specification”).

2.2 We reserve all ownership and intellectual property rights in the illustrations, drawings, plans, and construction or engineering documents, etc. (“Documents”) relating to the offer.

2.3 Our offers are binding and valid for 45 calendar days from the date of the offer.

3. Terms s of Delivery, Transfer of Risk

3.1 Prices shall be Ex Works in accordance with INCOTERMS (“Place of Delivery”) , plus packaging.

3.2 Prices are net prices in euros, plus the current sales tax applicable at the time of delivery, with no further deductions, unless the buyer provides official proof of tax-free export of the goods.

3.3 We shall not be obligated to obtain or create any documents— —necessary for any duty concessions or other concessions, or— —necessary for customs clearance, licenses, or other documents. Upon the Buyer’s request, at the Buyer’s risk and expense, we shall assist the Buyer in obtaining the documents specified by the Buyer.

3.4 Partial Deliveries shall be permissible provided they do not constitute an material breach of contract; these partial deliveries may be invoiced separately.

3.5 The risk associated with “ ” shall also pass to the Buyer if, in accordance with INCOTERMS , a Class F, C, or “free home delivery” at the Place of Delivery is specified when a “ ” delivery is shipped or picked up. This shall also apply to “free ” deliveries.

4. Reservation of the Right to Self-Delivery

, in the event that the contractually agreed Delivery is not available because we have not received deliveries from our own suppliers or our delivery stock is depleted, we shall be entitled to make a Delivery that is equivalent in quality and price to the contractually agreed Delivery. If this is not possible, we shall be entitled to withdraw from the Contract.

5. Terms s of Payment

5.1 Unless otherwise agreed , our invoices are due for immediate payment, without any deduction, to our place of business. Unless otherwise agreed, payment must be made in euros to the account specified by us. Costs related to transfers, currency exchange, and similar shall be borne by the Buyer.

5.2 If , payment is not made when due, the Buyer must pay interest at an , which is 8 percentage points above the respective base interest rate of the ECB.

5.3 The Buyer may only set off claims that are undisputed or have been finally determined in a legally binding manner. In the event of set off in foreign currency, this shall be made in accordance with the exchange rate set by the ECB at the time of the setoff or judgment.

6. Delivery Dates

6.1 Compliance with the stipulated delivery time is contingent upon the timely receipt of all documents, necessary permits, and approvals—in particular of plans to be provided by the Buyer—as well as the Buyer’s fulfillment of the agreed-upon terms of payment and other obligations. Unless these conditions are met on time, the delivery time shall be extended accordingly; this shall not apply if we are responsible for the delay.

6.2 If , failure to meet the delivery deadline is due to force majeure— , such as mobilization, war, riot, or similar events (e.g., strike or lockout)— , the deadlines shall be extended accordingly.

6.3 In the event , if we are responsible for a delay in the Deliveries and , provided that the Buyer can credibly establish that it has suffered a loss as a result of such delay, the Buyer may claim agreed damages of 0.5% of for each full calendar week of delay; however, under no circumstances shall the aggregate amount of such damages exceed a total of 3% of the net price for that portion of the Deliveries which, due to the delay, could not be put to the intended use by the Buyer.

6.4 Claims by the Buyer for damages resulting from a delay in delivery, as well as claims for damages resulting from non-performance that exceed the limits specified in 6.3, shall be excluded in all cases of delayed delivery, even after the expiration of the delivery deadline set by the Buyer. This exclusion shall not a
s in cases of willful misconduct or gross negligence or bodily injury where liability is mandatory.

6.5 The Buyer shall only be entitled to withdraw from the Contract to the extent that we are solely liable for the delay in Delivery and the Buyer has set us a time limit within which to perform the Delivery and states that it will cease to accept the Delivery after the expiration of the time limit, and such time limit has expired. This shall not imply , a shift in the burden of proof to the detriment of the Buyer.

6.6 We shall be entitled to perform any contractual obligations after the original date if the Buyer was informed of the delayed date and the date of performance. The Buyer is entitled to object to the performance within a reasonable period if the performance is unreasonable. Such an objection shall only be valid if received by us prior to performance.

7. Retention of Title

-delivered items (“Secured Goods”) shall remain our property un , each and every claim against the Buyer to which we are entitled under this business relationship has been duly satisfied. The provision regarding risk of price and performance in Section 10 shall not be affected by this retention of title.

8. Non- , and Non-Conforming Goods

Our li , liability for nonconforming goods (Art. 35 CISG), or liability for defects in title (Art. 41 CISG) shall be conclusively defined in the following provisions:

8.1 The description of the quality of our goods is conclusively defined in the respective Technical Specification (“TS”). We shall not be liable for nonconforming goods with respect to qualities not specifically mentioned in the TS. It is the sole responsibility of the Buyer to examine the suitability of the goods for their intended use.

8.2 In the event that deliveries of goods do not meet the quality specifications listed in the applicable Technical Specification (“Material Defect”) at the time of transfer of risk, we shall, at our option, either repair or redeliver the goods at no charge (“Subsequent Performance”).

8.3 No , a new limitation period (8.4) shall commence as a result of subsequent performance.

8.4 Claims for material defects shall expire six months from the day on which the goods were transferred to the Buyer or the Buyer refused to accept the goods.

8.5 The Buyer shall notify us in writing of any nonconforming goods without undue delay (Art. 38, para. 1 CISG). The notice of defect shall include details of the Delivery (batch number, bar code).

8.6 If we are not given adequate time and opportunity to carry out Subsequent Performance, we shall have no liability for the material defect. If adequate time and opportunity for Subsequent Performance are not provided to us, we shall be exempt from liability for Delivery of nonconforming goods.

8.7 Our right to re , in accordance with Article 48 of the CISG , shall not apply if the Buyer does not explain in writing within two (2) days after receiving notice of the remedy why the remedy is unreasonable. Receipt of such explanation shall be decisive for the observance of any limitation periods.

8.8 In the event that subsequent performance fails, the Buyer shall be entitled to rescind the contract
reduce the payment.

8.9 Claims for lack of conformity of the goods shall not be permitted for insignificant deviations from the agreed composition, for insignificant impairment of usability, for damage that occurred after the transfer of risk due to improper or negligent handling, or due to external influences that are not provided for in accordance with the contract.

8.10 Claims made by the Buyer for necessary costs such as transportation, route- , labor, and material costs incurred for the purposes of Subsequent Performance are excluded to the extent that such expenses have increased due to the Delivery subsequently being made to a location other than the Place of Delivery.

8.11 Any claims by the Buyer against us for a material defect that are more extensive or different from those set forth in Section 8 shall be excluded.

9. Recall- -action

Prior to any recall action that is partially or wholly due to a defect in a product supplied by us, we must be notified so that we have the opportunity to collaborate and discuss the efficient conduct of the recall action.

10. Intellectual Property Rights, Other Defects in Title

10.1 Unless otherwise agreed , the Delivery made by us in the Federal Republic of Germany shall be free from third-party intellectual property rights and copyrights (“Intellectual Property Rights”). If a third- -party asserts legitimate claims against the Buyer due to an infringement of an Intellectual Property Right by the Deliveries furnished by us and used in accordance with the contract, we shall be liable to the Buyer within the time limit stipulated in 8.4 as follows:

– . At our own option and expense, we shall either obtain a right to use the Deliveries, modify the Deliveries so as not to infringe Intellectual Property Rights, or replace the Deliveries. If this is not possible for us on acceptable terms, the Buyer shall have the right to withdraw from the contract or reduce the price. The provisions in 8.6 and 8.10 shall apply accordingly.

– The fulfillment of the aforementioned obligations shall be subject to the condition that the Buyer immediately notifies us in writing of the claims asserted by the third party, that it does not acknowledge an infringement, and that all countermeasures and settlement negotiations are reserved to us. If the Buyer ceases to use the Deliveries to minimize the damage or for other important reasons, it shall make it clear to the third party that the suspension of use does not constitute an acknowledgment of an infringement of Intellectual Property Rights.

10.2 Claims by the Buyer a s shall be excluded to the extent that the Buyer is liable for the infringement of the intellectual property right.

10.3 Claims by the Buyer shall also be excluded if the infringement of Intellectual Property Rights was caused by specific requirements of the Buyer, by a use of the Deliveries that we could not have foreseen, or by the Deliveries being modified by the Buyer or used in conjunction with products not provided by us.

10.4 Any further claims or other claims by the Buyer for defects in title other th d in this clause 9 shall be excluded, in particular claims for damages.

10.5 The statute of limitations set forth in the for claims regarding defects in title shall expire in accordance with 8.4

11. Cancellation s of the Contract

11.1 The Buyer shall only be entitled to cancel the contract upon notifying us in writing of its intention to do so, and upon fruitless expiration of a reasonable grace period.

11.2 If the Buyer requests a replacement delivery, repair, or other form of , the Buyer shall be bound to these requests for a reasonable period of time without being able to cancel the contract. This shall also apply in the event that we announce Subsequent Performance (8.7).

11.3 The Buyer must notify us in writing of the cancellation of the contract within a reasonable period .

12. Impossibility, “ ” Adjustment of the Contract

12.1 If , it is impossible to make the Delivery, the Buyer shall be entitled to claim damages unless we are not responsible for the impossibility. The Buyer’s claim for damages, however, shall be limited to 10% of the value of that part of the Delivery which, owing to the impossibility, cannot be put to the intended use by the Buyer owing to the impossibility. This shall not apply where, in cases of willful misconduct, gross negligence, initial impossibility, or bodily injury caused by , there is legally binding liability; this shall not imply a shift in the burden of proof to the detriment of the Buyer. The Buyer’s right to terminate the contract shall remain unaffected.

12.2 Where , unforeseeable events of force majeure (6.2) substantially alter the economic significance or the content of the Deliveries, or have a considerable effect on our business, the contract shall be amended accordingly, with due regard to the principle of good faith. Where , this is not economically reasonable, we have the right to withdraw from the contract. If we exercise this right of termination, we shall notify the Buyer in writing immediately after becoming aware of the significance of the event, even if an extension of the delivery time had initially been agreed upon with the Buyer.

13. Other , and Claims for Damages

13.1 Any claims for damages and claims regarding the applicability of the Buyer’ , shall be excluded regardless of whether they are based on obligations arising under the contractual relationship or on tort.

13.2 Our liability for damages arising from a fundamental failure to perform contractual obligations under the contract shall be limited to foreseeable damages normally covered by the contract.

13.3 To the extent th , our liability under Section 12 is excluded or limited, this shall also apply to the personal liability of our employees, personnel, staff, and other agents, but not to our legally authorized representatives and senior management.

13.4 Contractual , and non-contractual claims—in particular claims for damages— ly become time-barred upon the expiration of the statutory limitation period for claims for the delivery of nonconforming goods pursuant to 8.4

14. Contractual Language

, the language of the contract shall be German. Any information, declarations, announcements, etc., shall be binding only if provided in German. Unless otherwise agreed, all drawings, technical documents, annexes, diagrams, operation and maintenance manuals, catalogs, specifications, standards, and other documents that the Buyer is required to issue or obtain shall be in German.

15. Amendments

Amendments and additions to the contract must be in writing to be effective. Information sent by fax or as a PDF file is sufficient to satisfy the written requirement.

16. Jurisdiction

, the exclusive place of jurisdiction shall be our registered office in , Germany. However, we shall be entitled to sue the Buyer at the place of his registered business address or his place of business.

17. Applicable Law

, the applicable law shall be the United Nations Convention on the International Sale of Goods of April 11, 1980 (CISG), which shall be supplemented by substantive German law.

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