GENERAL TERMS AND CONDITIONS OF DELIVERY No.: 01/2023 of Welafix Industrietechnik GmbH

I. Scope and Offers

1. These General Terms and Conditions of Delivery shall apply to all contracts and services, including future ones. Terms and conditions of the Buyer shall not be binding upon us, even if we do not expressly object to them again after receipt.

2. Our offers are non-binding. Agreements, in particular oral side agreements, assurances, guarantees, and other commitments, shall only become binding upon our written confirmation.

3. Documents relating to the offer, such as drawings, illustrations, technical data, references to standards, as well as statements in advertising materials or information provided verbally or by telephone, shall not constitute specifications, warranties, or guarantees unless expressly confirmed in writing.

4. Deviations of the delivered goods from offers, samples, test items, or previous deliveries are permissible in accordance with the applicable DIN/EN standards or other relevant technical standards.

II. Prices

1. Unless otherwise agreed, our prices are ex works, excluding packaging and plus applicable VAT.

2. If goods are delivered with packaging, such packaging will be charged at cost price. In accordance with statutory provisions, we will take back packaging supplied by us if it is returned to us carriage-free by the Buyer within a reasonable period.

III. Payment and Set-Off

1. Our invoices must be settled in accordance with the agreed payment terms. Payment must be made within these periods in such a way that the amount required to settle the invoice is available to us no later than the due date.

2. Counterclaims disputed by us or not legally established shall not entitle the Buyer to withhold payment or to set off any amounts.

3. If, after conclusion of the contract, it becomes apparent that our claim for payment is jeopardized due to the Buyer’s lack of financial capability, we shall be entitled to the rights under Section 321 of the German Civil Code (BGB). In such case, we are also entitled to declare all outstanding claims from the ongoing business relationship with the Buyer immediately due and to revoke the collection authorization in accordance with Section V/5. In the event of default in payment, we are further entitled, after expiry of a reasonable grace period, to demand the return of the goods and to prohibit the resale and further processing of delivered goods. The repossession of goods shall not constitute withdrawal from the contract. The Buyer may avert these legal consequences by making payment or providing security in the amount of the endangered payment claim. The provisions of insolvency law shall remain unaffected.

4. Any agreed cash discount shall always relate only to the invoice amount and requires the full settlement of all due liabilities of the Buyer at the time the discount is applied.

IV. Delivery Periods

1. Delivery periods and dates shall be deemed met if the delivery item has left our premises by their expiry.

2. Our obligation to deliver is subject to correct and timely self-supply, unless we are responsible for the incorrect or delayed self-supply.

V. Retention of Title

1. All delivered goods shall remain our property (reserved goods) until all claims arising from the business relationship, irrespective of the legal grounds, including future and conditional claims, have been fulfilled.

2. Processing or transformation of the reserved goods shall be carried out for us as manufacturer within the meaning of Section 950 BGB, without obligating us. The processed goods shall be deemed reserved goods within the meaning of Section V/1. In the case of processing, combination, or mixing with other goods, we shall acquire co-ownership of the new item in proportion to the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership ceases due to combination or mixing, the Buyer hereby transfers to us their ownership rights in the new item to the extent of the invoice value of the reserved goods and shall store them for us free of charge. The co-ownership rights arising in this way shall be deemed reserved goods within the meaning of Section V/1.

3. The Buyer may resell the reserved goods only in the ordinary course of business under their normal business conditions and as long as they are not in default, provided that the claims arising from resale are transferred to us in accordance with Sections V/4 to V/6. The Buyer shall not be entitled to dispose of the reserved goods in any other way.

4. The Buyer’s claims arising from the resale of the reserved goods are hereby assigned to us. They shall serve as security to the same extent as the reserved goods. If the reserved goods are sold together with other goods not sold by us, the assignment shall apply only in the amount of the resale value of the reserved goods. In the case of goods in which we hold co-ownership shares, the assignment shall apply in proportion to these shares.

5. The Buyer shall be authorized to collect claims arising from resale until such authorization is revoked by us at any time. We shall only exercise the right of revocation in the cases specified in Section III/3. Upon our request, the Buyer shall be obliged to immediately inform their customers of the assignment and to provide us with all information and documents necessary for collection.

6. The Buyer must immediately notify us of any seizure or other interference by third parties.

7. If the value of existing securities exceeds the secured claims by more than 50%, we shall release securities of our choice at the Buyer’s request.

VI. Execution of Deliveries

1. Upon handover of the goods to a forwarding agent or carrier, or at the latest upon leaving the warehouse or — in the case of direct shipment — the supplying factory, the risk shall pass to the Buyer, even in the case of carriage-paid deliveries. Unloading shall be at the Buyer’s expense and risk. Insurance shall only be arranged at the Buyer’s expense.

2. All deliveries are made ex works. The method of shipment shall be determined by us at our discretion, taking into account cost and efficiency.

3. We are entitled to make partial deliveries to a reasonable extent. For custom-made goods, over- and under-deliveries of up to 10% of the agreed quantity shall be permissible.

4. In the case of call-off orders, we are entitled to manufacture or have manufactured the entire order quantity in one batch. Subsequent change requests cannot be considered unless expressly agreed. Call-off dates and quantities can only be met within the scope of our delivery or production capabilities. If the goods are not called off in accordance with the contract, we shall be entitled, after a reasonable grace period, to invoice them as delivered.

5. Express shipments will be charged according to actual costs.

VII. Liability for Defects

1. In the case of justified and timely notification of defects, we may, at our discretion, remedy the defect or supply a defect-free item (subsequent performance). If subsequent performance fails or is refused, the Buyer may reduce the purchase price or withdraw from the contract after setting and expiry of a reasonable deadline. If the defect is insignificant, the Buyer shall only be entitled to a reduction.

2. We shall bear costs in connection with subsequent performance only insofar as we are responsible for them or have assumed a guarantee. Such costs must be proportionate to the purchase price. We shall not bear costs arising from the relocation of the goods or from installation and removal.

3. As long as the Buyer does not give us the opportunity to verify the defect, in particular by providing the goods or samples upon request, the Buyer may not rely on the defect.

4. Further claims are excluded in accordance with Section VIII, in particular claims for damages not affecting the goods themselves (consequential damages).

VIII. General Limitation of Liability and Limitation Period

1. For breaches of contractual and non-contractual obligations, we shall be liable only in cases of intent and gross negligence, limited to foreseeable damage typical for the contract.

2. These limitations shall not apply in cases of mandatory liability, injury to life, body or health, or fraudulent concealment of defects.

3. Unless otherwise agreed, contractual claims shall become time-barred one year after delivery of the goods, except for wear parts. Statutory recourse claims remain unaffected.

IX. Copyright

1. We retain ownership and copyright of all cost estimates, drawings, photos, and other documents. They may only be disclosed to third parties with our consent.

2. The Buyer guarantees that no third-party rights are infringed by the use of provided documents. If third parties prohibit production or delivery, we are entitled to cease performance and claim damages.

X. Place of Performance, Jurisdiction and Applicable Law

The place of performance is our place of business. The place of jurisdiction for merchants is Oelde. We are also entitled to bring action at the Buyer’s place of jurisdiction.

XI. Data Protection

Customer data necessary for business transactions is processed in compliance with applicable data protection laws and treated confidentially.

XII. Governing Version

In case of doubt, the German version of these General Terms and Conditions shall prevail.