General Terms and Conditions

I. General

1. Our following General Terms and Conditions (GTC) apply to all business relationships with our customer ("Customer"), provided that the Customer is an entrepreneur (Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). Our GTC in the version valid at the time of the order or, in any case, in the version most recently communicated to the Customer in text form shall apply exclusively to the business relationship, including for similar future contracts, without us having to refer to them again in each individual case. Deviating, conflicting, or supplementary terms and conditions shall not become part of the contract, even if we do not expressly object to them.

2. Our GTC shall also apply if we carry out the delivery to the Customer without reservation despite being aware of terms and conditions of the Customer that conflict with or deviate from our GTC. Silence in response to statements by the Customer shall not be deemed consent.

3. Individual agreements made with the customer in individual cases (including ancillary agreements, additions, and amendments) always take precedence over these General Terms and Conditions. Subject to proof to the contrary, a written contract or our written confirmation shall prevail over the content of such agreements.

4. Legally relevant declarations and notifications that the customer must submit to us after the conclusion of the contract (e.g., setting deadlines, notifications of defects, declarations of withdrawal or reduction) must be submitted in writing, i.e., in written or text form (e.g., letter, email, fax), to be effective. Statutory formal requirements and other proof, particularly in cases of doubt regarding the legitimacy of the person making the declaration, remain unaffected.

5. References to the applicability of statutory provisions are for clarification purposes only. Therefore, even without such clarification, the statutory provisions apply unless they are directly amended or expressly excluded in these General Terms and Conditions.

II. Order and Offer Documents

1. Our offers are subject to change and non-binding. This also applies if we have provided the customer with catalogs, calculations, and other product descriptions or documents – including in electronic form – to which we reserve ownership and copyright.

2. We reserve the right to make technical changes as well as changes to the shape, color, and/or weight of our products within reasonable limits.

3. Orders submitted by the customer are considered binding offers. Orders submitted by the customer are only considered accepted by us if they are accepted in writing by us or one of our representatives within 14 days of submission, unless a different acceptance period is specified in the order. Acceptance shall occur either in writing, i.e., in written or text form, or by delivery of the ordered goods. We are not obligated to accept an offer.

4. All sales documents, cost estimates, specifications, and price lists must be treated as strictly confidential and may not be made accessible to third parties. We reserve ownership and copyright to illustrations, drawings, calculations, and other documents; they may not be made accessible to third parties (see also Section 10 for the obligation of confidentiality).

5. The customer is responsible for the accuracy of the order and is responsible for providing us with any necessary information regarding the ordered goods within a reasonable time so that the order can be executed in accordance with the contract.

III. Prices and Terms of Payment

1. The purchase price is the price stated by us or, where this has not been specifically stated, the price listed in our current price lists. Our prices are in euros and generally exclude packaging, the applicable statutory sales tax, export deliveries, customs duties, fees, and other public charges, unless expressly agreed otherwise. If we are willing to deliver the goods to other locations at the customer's request, the customer shall bear the costs for transport, packaging, and insurance.

2. Our invoices are due and payable without deduction no later than 30 days from the date of invoicing and delivery or acceptance of the goods, unless otherwise agreed in writing. Notwithstanding the foregoing, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery, in whole or in part, only against advance payment. We will declare a corresponding reservation with the order confirmation at the latest.

3. Upon expiry of the above payment period, the customer shall be in default. The purchase price is due and payable during the transaction.

We expressly reserve the right to claim higher interest and further damages in the event of default. With regard to merchants, our claim to commercial default interest (Section 355 of the German Commercial Code (HGB)) remains unaffected.

4. The customer is only entitled to rights of set-off or retention to the extent that his claim has been legally established or is undisputed.

5. If, after conclusion of the contract, it becomes apparent (e.g., through a petition for the opening of insolvency proceedings) that our claim to the purchase price is jeopardized by the customer's inability to perform, we are entitled to refuse performance and, if necessary, after setting a deadline (Section 321 of the German Civil Code (BGB)) in accordance with the statutory provisions. For contracts for the manufacture of non-fungible items (custom-made items), we may declare withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.

IV. Delivery and Delay

1. Delivery shall be made to the place of performance for delivery and any subsequent performance. At the customer's request and expense, the goods will be shipped to another destination (sale by dispatch). Unless otherwise agreed in writing, we are entitled to determine the method of shipment (in particular, the transport company, shipping route, and packaging) ourselves, without assuming any liability for the cheapest and fastest delivery.

2. The delivery period will be agreed upon individually or, if applicable, specified by us upon acceptance of the order. If shipment has been agreed upon, the delivery periods and delivery dates refer to the time of handover to the freight forwarder, carrier, or other third party commissioned with the transport.

3. If we are unable to meet binding delivery deadlines for reasons beyond our control (unavailability of the service), we will inform the customer immediately and simultaneously provide the expected new delivery period. If the delivery is not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; in this case, we will immediately reimburse any consideration already provided by the customer.

4. Compliance with delivery deadlines requires the timely and proper fulfillment of the customer's obligations, in particular the timely receipt of all documents to be provided by the customer, any necessary approvals and releases, and compliance with the agreed payment terms. The defense of non-fulfillment of contract remains reserved.

5. If non-compliance with the deadlines is due to force majeure, e.g., mobilization, war, riots, or

similar events, e.g., strikes, lockouts, pandemics, the

deadlines shall be extended accordingly.

6. If the customer defaults on acceptance or violates other obligations to cooperate, we are entitled to claim compensation for any resulting damages, including any additional expenses. Further claims remain reserved. In this case, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the time of default in acceptance or other breach of cooperation obligations.

V. Transfer of Risk and Transport Risk

1. The risk of accidental loss and accidental deterioration shall pass to the customer, even in the case of freight-free delivery, when the delivery has been dispatched or picked up. The goods are always transported uninsured and in any case at the customer's risk. This also applies to freight-free delivery and regardless of the means of transport used. We will only insure deliveries against the usual transport risks upon the customer's express request and at their expense.

2. In all other respects, Section IV.6., Sentence 3 applies.

VI. Retention of Title

1. Notwithstanding delivery and the transfer of risk or other provisions, we retain title to the goods until all payments arising from the delivery contract and the ongoing business relationship (secured claims) have been received in full.

2. In the event of breach of contract by the purchaser, particularly in the event of default in payment, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of our retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal unless we have expressly declared this in writing. If the purchaser fails to pay the purchase price due, we may only assert these rights if we have previously unsuccessfully set the purchaser a reasonable deadline for payment or if such a deadline is dispensable under the statutory provisions.

The seizure of the goods by us always constitutes a withdrawal from the contract. After taking back the goods, we are entitled to dispose of them, and the proceeds from such disposition shall be credited to the customer's liabilities – less reasonable disposal costs.

3. The goods subject to retention of title may not be pledged to third parties or assigned as security until the secured claims have been paid in full. In the event of seizures or other interventions by third parties, the customer must notify us immediately so that we can file a lawsuit in accordance with Section 771 of the Code of Civil Procedure (ZPO). If the customer fails to comply with this obligation, they are liable for any resulting damages.

4. The customer is entitled to resell the goods in the ordinary course of business; however, they hereby assign to us all claims arising from further processing against their customers or third parties in the amount of the final invoice amount agreed with us (including VAT), regardless of whether the goods were resold without or after processing. We hereby accept the assignment. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer meets its payment obligations from the proceeds received, is not in default of payment, and, in particular, no application for insolvency or composition proceedings has been filed or payments have been suspended. However, if this is the case, we may demand that the customer disclose the assigned claims and their debtors to us, provide all information necessary for collection, hand over the relevant documents, and notify the debtor (third party) of the assignment.

VII. Defects/Warranty

1. The statutory provisions apply to the customer's rights in the event of material defects and defects of title (including incorrect and short deliveries), unless otherwise provided below. The prerequisite for any warranty rights of the customer is that the customer has properly fulfilled all inspection and notification obligations pursuant to Section 377 of the German Commercial Code (HGB). If a defect becomes apparent upon delivery, inspection, or at any later time, we must be notified immediately in writing. The notification must clearly state the nature and extent of the alleged defect. If the customer fails to properly inspect and/or report the defect, our liability for the defect not reported, not reported in a timely manner, or not reported properly is excluded in accordance with statutory provisions.

2. If the goods are defective for which we are responsible, we are entitled, at our discretion, to subsequent performance in the form of remedying the defect or providing a replacement. We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain a portion of the purchase price that is reasonable in relation to the defect.

3. The customer must grant us the time and opportunity necessary for the subsequent performance owed, in particular by handing over the defective goods for inspection purposes. In the event of a replacement delivery, the customer must return the defective item to us in accordance with statutory provisions.

4. If subsequent performance fails and a reasonable period set by the customer for subsequent performance has expired without success or is dispensable under statutory provisions, the customer is entitled, at his or her discretion, to declare withdrawal or demand a corresponding reduction in the purchase price (abatement). However, in the case of an insignificant defect, there is no right of withdrawal.

5. The warranty period ends no later than 12 months after delivery of the goods.

VIII. Liability

1. Claims for damages and reimbursement of expenses by the customer ("claims for damages"), regardless of the legal basis, in particular due to breach of obligations arising from the contractual relationship, regardless of whether they are contractual or pre-contractual in nature, and due to tort, are excluded.

2. This shall not apply in cases of mandatory liability, e.g. under the Product Liability Act, in cases of intent, gross negligence, injury to life, body or health and breach of essential contractual obligations (obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely). The claim for damages for the breach of essential contractual obligations is, however, limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or due to the breach of

's life, body, or health. The above provisions do not involve a change in the burden of proof to the detriment of the customer.

3. The limitations of liability resulting from the above clauses 8.1 and 8.2 also apply in the event of a breach of duty by persons whose fault we are legally responsible for, e.g., representatives and vicarious agents. They do not apply if we fraudulently concealed a defect or provided a guarantee for the quality of the goods. To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives, and vicarious agents.

4. Due to a breach of duty that does not consist of a defect, the customer may only withdraw from or terminate the contract if we are responsible for the breach of duty. The customer's free right of termination (in particular pursuant to Sections 650 and 648 of the German Civil Code) is excluded.

5. The objection of contributory negligence (Section 254 of the German Civil Code) remains unaffected.

6. The time limits specified in Section VII. 5. also apply to contractual and non-contractual claims for damages by the customer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195 and 199 of the German Civil Code) would result in a shorter limitation period in the individual case. However, claims for damages by the customer due to injury to life, body, or health, in cases of intent and gross negligence, as well as under the Product Liability Act, shall expire exclusively according to the statutory limitation periods.

IX. Place of Performance, Applicable Law, Data Protection, and Place of Jurisdiction

1. Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.

2. These General Terms and Conditions and the contractual relationship between us and the customer shall be governed exclusively by the law of the Federal Republic of Germany, in particular German substantive law. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980, are excluded and do not apply.

3. We will treat any personal data of the customer in accordance with the data protection laws applicable in Germany, in particular the GDPR.

4. If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising from or in connection with this contract shall be our registered office. The same applies if the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases, we are also entitled to sue the customer at his or her general place of jurisdiction. Priority statutory provisions, in particular those regarding exclusive jurisdiction, remain unaffected.

X. Miscellaneous

Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions.