GTC

General Terms and Conditions

1. Scope of deliveries and services

All deliveries and services of the seller are based on the following general terms and conditions of the seller. The buyer

has been informed of the general terms and conditions of the seller and agrees to them. The scope of deliveries and services is determined by the seller's price lists valid at that time. Any deviating conditions of the buyer that the seller does not expressly accept in writing are not binding on the seller. Subsidiary agreements, special assurances and subsequent changes to the contract are only effective if they are confirmed in writing by the seller.

2. Prices and payment terms

The prices apply from the seller's premises, excluding shipping packaging, plus VAT at the statutory rate at the time of service provision or delivery. If nothing else has been agreed, the seller's list price valid on the day of delivery applies. Delivery and shipping are at the buyer's expense and risk. When the goods are handed over to the forwarding agent or carrier, but at the latest when they leave the seller's premises, all risk passes to the buyer. This transfer of risk also applies if freight-free delivery has been agreed.

Payments must be made free to the seller's payment office. Payment is made within 14 days of receipt of the goods with a 2% discount on the value of the goods and within 30 days of receipt of the goods net. The discounts mentioned will not be granted if the buyer is in arrears with payment for previous deliveries. The buyer is not entitled to a right of retention. This does not apply in business transactions with non-merchants, provided the

counterclaim arose from the same contract.

Set-off by the buyer is only permitted if his counterclaims are expressly declared undisputed or have been legally established. In the event of default, the seller is entitled to charge interest at a rate of 3% above the current discount rate of the Bundesbank. They can be set higher or lower if the seller can prove a higher interest rate or the buyer can prove a lower interest rate.

The seller will deliver to buyers unknown to him, subject to another prior agreement, only against cash on delivery or advance payment. If the payment claim is jeopardized due to changed circumstances, the seller is entitled to demand advance payments of the invoice amount (§ 321 BGB). The seller reserves the right to demand down payments.

3. Retention of title

The goods sold remain the property of the seller until all claims to which the seller is entitled from the business relationship against the buyer have been fulfilled (reserved goods). Before this point in time, pledging or transferring ownership as security is prohibited and resale is only permitted to resellers and processors in the ordinary course of business, as long as they are not in default. The buyer is only entitled to resell the reserved goods on the condition that the claim from the resale is transferred to the seller as follows.

The buyer hereby assigns his claim from the resale or processing to his customers or third parties, including all ancillary rights, to the seller, regardless of whether the reserved goods are sold to one or more customers. The buyer is entitled to collect the assigned claims from the resale/processing for the seller until the seller revokes this at any time.

As soon as the seller's claims are due, the buyer is obliged to immediately transfer the collected amounts to the seller. At the seller's request, the buyer is obliged to immediately inform the buyer of the assignment to the seller and to provide evidence of this to the seller. The buyer is not entitled to make any other disposal of the reserved goods.

Access by third parties to the goods delivered under retention of title or to the claims assigned by the buyer must be reported to the seller immediately for the purpose of intervention. The seller's intervention costs are borne by the buyer.

If the buyer fails to meet a payment deadline or violates other contractual agreements or if the seller becomes aware of circumstances

that are likely to reduce the buyer's creditworthiness, the seller is entitled to prohibit the resale of reserved goods, to demand their return or the granting of indirect possession at the buyer's expense or, if the goods have already been resold/processed, to demand payment directly from the buyer's buyer.

The seller is entitled to demand the return of items that are his property if he becomes aware of circumstances that make the fulfillment of his claim by the buyer appear to be at risk. The buyer hereby declares his consent that the persons commissioned by the seller to collect the items may enter and drive onto the premises on which the items are located for this purpose.

4. Delivery and refusal of acceptance

The seller will endeavour to meet the delivery dates specified by him. However, no guarantee is given for this in the sense of a fixed-term transaction. Claims for damages due to non-compliance with delivery periods and delivery dates are excluded. If the seller cannot meet an agreed delivery period, the buyer must set the seller a reasonable grace period. After this grace period has expired, the buyer can withdraw from the contract if the goods have not been reported to the buyer as ready for dispatch by this time.

Events of force majeure entitle the seller to postpone delivery for the duration of the hindrance and a reasonable start-up time and to withdraw from the contract due to the part that has not yet been fulfilled. Strikes, lockouts and other circumstances that make delivery significantly more difficult for the seller or otherwise impossible are equivalent to force majeure, regardless of whether they occur at the seller's or his suppliers' premises.

Delivered items must be accepted by the buyer, even if they have minor defects. Partial deliveries are permitted. If the buyer does not accept the purchased item on time (delay in acceptance), the seller is entitled to dispose of the goods in another way. This does not affect the seller's rights to withdraw from the contract after setting a grace period with a threat of rejection or to demand compensation for non-performance. If the buyer refuses to accept the delivery or service in whole or in part, or if the order is not carried out for a reason for which the buyer is responsible, the seller can demand compensation of 15% of the order value. The amount of damage must be set higher or lower if the seller proves that the damage is higher or the buyer proves that the damage is lower.

5. Acceptance, inspection

When sending the goods, the seller can choose the means of transport and the shipping route, excluding any liability. This exclusion does not apply if one of the seller's senior employees has acted with at least gross negligence in business dealings with merchants or one of the seller's employees has acted with at least gross negligence in business dealings with non-merchants. The seller is only obliged to take out transport insurance if the buyer expressly requests it. The buyer bears the costs.

Returns and exchanges of goods require the seller's prior consent. In the case of returns, there is no entitlement to a deferral of payment for the final invoice amounts due. The costs for checking and possibly repairing the returned item will be deducted from the credit note or invoiced separately. The seller expressly reserves the right to assert further claims due to damage to the item.

6. Warranty and liability

The buyer must notify the seller of any defects in writing immediately after the goods have arrived at their destination. In business transactions with non-merchants, this only applies to obvious defects. Complaints will only be considered if the goods are still in the condition in which they were delivered. This applies in particular to the completeness of the delivery. Defects in part of the delivery do not entitle the buyer to complain about the entire delivery.

Goods recognized by the seller as defective will be taken back and flawless goods will be delivered in their place. Instead, the seller is also entitled to compensate for the reduced value. If repairs or replacements fail, non-merchants have the right to reduce the price or to cancel the contract at their discretion. Further claims by the buyer, including any claims for damages due to consequential damage and damage resulting from the implementation of the repair, are excluded. The warranty is excluded if the object of purchase has been modified by third parties or by the installation and removal of parts not supplied by the seller.

7. Place of jurisdiction, place of performance

The sole place of jurisdiction and place of performance for all disputes arising directly or indirectly from the business relationship is the seller's registered office if the buyer is a registered merchant. German law applies to the contractual relationships, excluding foreign law.

8. Final provisions

If the buyer exports the seller's goods to areas outside the Federal Republic of Germany, the seller assumes no liability if the seller's products infringe the intellectual property rights of third parties. The buyer is obliged to compensate the seller for any damage caused by the export of goods that are not expressly supplied by the seller for export.

If these provisions are partially invalid or incomplete, this shall not affect the validity of the remaining provisions.