General Terms an Conditions

Dated July 2025

Article I: General provisions

1.      Our General Terms and Conditions, which our customer agrees to when placing an order, apply exclusively – including for future transactions, even if no explicit reference is made to them but they have been sent to the customer with an order confirmed by us. If the order is placed in deviation from our General Terms and Conditions, only our General Terms and Conditions shall apply, even if we do not object. Deviations shall therefore only apply if they have been expressly acknowledged by us in writing.

2.     We are entitled to assign the claims arising from our contractual relationships.

3.     All contracts concluded between us shall be governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of law provisions of German law.

4.     The place of jurisdiction shall be, at our discretion, the registered office of our company or Frankfurt am Main.

5.     The supplier reserves unrestricted ownership rights and copyrights of use and exploitation rights to cost estimates, drawings and other documents (hereinafter referred to as documents). The documents may only be made accessible to third parties with the prior consent of the supplier and, if the order is not placed with the supplier, must be returned to the supplier immediately upon request. Sentences 1 and 2 shall apply mutatis mutandis to the customer's documents; however, these may be made accessible to third parties to whom the supplier has permissibly transferred deliveries.

6.    The customer shall have the non-exclusive right to use standard software and firmware with the agreed performance characteristics in unmodified form on the agreed devices. The customer may make a backup copy of the standard software without express agreement.

7.     Partial deliveries are permissible insofar as they are reasonable for the customer.

8.     The term ‘claims for damages’ in these General Terms and Conditions also includes claims for reimbursement of futile expenses.

Article II: Prices, terms of payment and offsetting

1.      Prices are ex works plus the applicable statutory value added tax. All deliveries are based on INCOTERMS 2020.

2.     Payments shall be made in accordance with the separately agreed terms of payment. Unless terms of payment have been agreed in writing, invoices are due for payment without loss within 14 days of the invoice date with a 2% discount or 30 days strictly net. The payment deadline shall be deemed to have been met if we have access to the amount within the agreed period.

3.     If the customer is in default of payment obligations to us, all existing claims shall become due immediately.

4.     We are entitled to assert our rights under the retention of title – in particular the return of goods delivered under retention of title – without prior withdrawal from the respective purchase contract.

5.     All payments shall be made with debt-discharging effect exclusively to AKTIVBANK AG, Herriotstraße 1, 60528 Frankfurt am Main, to which we have assigned our current and future claims arising from our business relationship. We have also transferred our retention of title to AKTIVBANK AG.

6.    Offsetting by the customer with counterclaims is excluded, unless the counterclaims are undisputed or have been legally established. The assertion of a right of retention by the customer is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or have been legally established.

7.     If the supplier has undertaken installation or assembly and unless otherwise agreed, the customer shall bear all necessary ancillary costs such as travel and transport costs and allowances in addition to the agreed remuneration.

8.     The customer may only offset claims that are undisputed or have been legally established.

Article III: Retention of title

1.      The items delivered (reserved goods) remain the property of the supplier until all claims against the customer arising from the business relationship have been satisfied. If the value of all security interests to which the supplier is entitled exceeds the amount of all secured claims by more than 20%, the supplier shall, at the purchaser's request, release a corresponding portion of the security interests; the supplier shall have the choice between different security interests when releasing them.

2.     During the existence of the retention of title, the customer is prohibited from pledging or transferring ownership by way of security, and resale is only permitted to resellers in the ordinary course of business and only on condition that the reseller receives payment from its customer or makes the reservation that ownership is only transferred to the customer once the latter has fulfilled its payment obligations.

3.     If the customer resells goods subject to retention of title, he hereby assigns to the supplier, by way of security, his future claims against his customers arising from the resale, including all ancillary rights, such as any balance claims, without the need for further special declarations. If the goods subject to retention of title are resold together with other items without an individual price having been agreed for the goods subject to retention of title, the customer shall assign to the supplier that part of the total price claim which corresponds to the price of the goods subject to retention of title invoiced by the supplier.

4.      

a)    The customer is permitted to process the goods subject to retention of title or to mix or combine them with other items. Processing shall be carried out on behalf of the supplier. The customer shall store the new item created in this way for the supplier with the care of a prudent businessman. The new item shall be deemed to be goods subject to retention of title.

b)    The supplier and the customer hereby agree that, in the event of combination or mixing with other items not belonging to the supplier, the supplier shall in any case be entitled to co-ownership of the new item in proportion to the ratio of the value of the combined or mixed goods subject to retention of title to the value of the remaining goods at the time of combination or mixing. The new item shall be deemed to be goods subject to retention of title in this respect.

c)    The provision on the assignment of claims under No. 3 shall also apply to the new item. However, the assignment shall only apply up to the amount corresponding to the value of the processed, combined or mixed goods subject to retention of title invoiced by the supplier.

d)    If the customer combines the goods subject to retention of title with real estate or movable property, he shall, without the need for further special declarations, also assign to the supplier, by way of security, his claim to remuneration for the combination, together with all ancillary rights, in the amount of the ratio of the value of the combined goods subject to retention of title to the other combined goods at the time of combination.

5.     Until revoked, the customer is authorised to collect assigned claims from the resale. If there is an important reason, in particular in the event of default in payment, suspension of payments, the opening of insolvency proceedings, bill protest or justified indications of over-indebtedness or imminent insolvency on the part of the customer, the supplier shall be entitled to revoke the customer's authorisation to collect. In addition, after giving prior warning and observing a reasonable period of notice, the supplier may disclose the assignment of security, realise the assigned claims and demand that the customer disclose the assignment of security to the customer.

6.    In the event of seizures, confiscations or other dispositions or interventions by third parties, the customer must notify the supplier immediately. If a legitimate interest is substantiated, the customer must immediately provide the supplier with the information necessary to assert its rights against the customer and hand over the necessary documents.

7.          In the event of breaches of duty by the customer, in particular in the event of default in payment, the supplier shall be entitled, after the unsuccessful expiry of a reasonable period of time set for the customer to perform, to withdraw from the contract in addition to taking back the goods; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. The customer shall be obliged to surrender the goods. The taking back or assertion of the retention of title or the seizure of the goods subject to retention of title by the supplier does not constitute a withdrawal from the contract, unless the supplier has expressly declared this.

Article IV: Delivery deadlines; Delays

1.      Compliance with delivery deadlines is subject to the timely receipt of all documents, necessary approvals and releases to be provided by the customer, in particular plans, as well as compliance with the agreed terms of payment and other obligations by the customer. If these conditions are not met in good time, the deadlines shall be extended accordingly; this shall not apply if the supplier is responsible for the delay.

2.     If failure to meet the deadlines is due to

a)    force majeure, e.g. mobilisation, war, acts of terrorism, riots or similar events (e.g. strikes, lockouts),

b)    virus and other attacks by third parties on the supplier's IT system, insofar as these occurred despite the usual care taken in protective measures,

c)    obstacles due to German, US or other applicable national, EU or international foreign trade regulations or due to other circumstances for which the supplier is not responsible, or

d)    late or improper delivery to the supplier, the deadlines shall be extended accordingly.

3.     If the supplier is in default, the customer may – provided that it can prove that it has suffered damage as a result – demand compensation for each completed week of default of 0.5%, but not more than a total of 5% of the price for that part of the deliveries which could not be used for its intended purpose due to the default.

4.     Both claims for damages by the customer due to delay in delivery and claims for damages in lieu of performance that exceed the limits specified in No. 3 are excluded in all cases of delayed delivery, even after expiry of a delivery deadline set for the supplier. This shall not apply in cases of intent, gross negligence or injury to life, limb or health. The customer may only withdraw from the contract within the framework of the statutory provisions if the supplier is responsible for the delay in delivery. The above provisions do not imply a change in the burden of proof to the detriment of the customer.

5.     At the supplier's request, the customer is obliged to declare within a reasonable period of time whether it will withdraw from the contract due to the delay in delivery or insist on delivery.

6.    If shipment or delivery is delayed by more than one month after notification of readiness for shipment at the request of the customer, the customer may be charged storage fees of 0.5% of the price of the delivery items for each additional month or part thereof, up to a maximum of 5% in total. The contracting parties are free to provide evidence of higher or lower storage costs.

Article V: Transfer of risk

1.      Even in the case of carriage paid delivery, the risk shall pass to the customer as follows:

a)    in the case of delivery without installation or assembly, when the goods have been dispatched or collected. At the request and expense of the purchaser, the delivery shall be insured by the supplier against the usual transport risks;

b)    in the case of delivery with installation or assembly, on the day of acceptance at the purchaser's premises or, if agreed, after successful trial operation.

2.     If dispatch, delivery, the start or completion of installation or assembly, acceptance at the customer's premises or trial operation is delayed for reasons for which the customer is responsible, or if the customer is in default of acceptance for other reasons, the risk shall pass to the customer.

Article VI: Installation and assembly

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

1.      The customer shall bear the costs and provide in good time:

a)    all earthworks, construction work and other ancillary work not specific to the industry, including the necessary skilled and unskilled labour, building materials and tools,

b)    the items and materials required for assembly and commissioning, such as scaffolding, hoists and other equipment, fuels and lubricants,

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

d)    sufficiently large, suitable, dry and lockable rooms at the assembly site for the storage of machine parts, equipment, materials, tools, etc., and appropriate work and recreation rooms for the assembly personnel, including sanitary facilities appropriate to the circumstances; in addition, the customer shall take the measures to protect the supplier's property and the assembly personnel on the construction site that he would take to protect his own property,

e)    protective clothing and protective devices required due to special circumstances at the assembly site.

2.     Before the start of the assembly work, the customer shall provide the necessary information about the location of concealed electricity, gas, water pipes or similar installations, as well as the necessary structural data, without being asked.

3.     Before the start of installation or assembly, the supplies and items required for the work to commence must be available at the installation or assembly site, and all preparatory work must be sufficiently advanced before the start of installation so that the installation or assembly can be started as agreed and carried out without interruption. Access routes and the installation or assembly site must be levelled and cleared.

4.     If the installation, assembly or commissioning is delayed due to circumstances for which the supplier is not responsible, the customer shall bear the reasonable costs for waiting time and any additional travel required by the supplier or the assembly personnel.

5.     The customer shall certify to the supplier on a weekly basis the duration of the working hours of the assembly personnel and the completion of the installation, assembly or commissioning without delay.

6.    If the supplier requests acceptance of the delivery after completion, the customer shall carry this out within two weeks. Acceptance shall be deemed to have taken place if the customer allows the two-week period to elapse or if the delivery has been put into use, if applicable after completion of an agreed test phase.