General Terms and Conditions 08/2018 The following terms apply to all purchase agreements and contracts for work and materials concluded between us and our contractual counterparts that are businesses (hereinafter referred to as “Purchaser”), as well as to our offers, even if we do not expressly refer to them in an individual case. Derogations from this general rule are only binding upon us where we expressly confirm them in writing. The Purchaser‘s terms of purchase shall not be binding upon us, even where we do not expressly object to them. 1. Offer and contract formation Our offer is subject to change with respect to the price, amount, delivery period and our ability to make delivery until the order is confirmed in writing. Side agreements are only effective if they have been confirmed by us in writing. 2. Scope of delivery The scope of delivery is specified in the order confirmation with binding effect. With respect to goods that are customised we are allowed to make excess or short deliveries differing from the quantity ordered by up to 10 %. 3. Deliveries and delivery periods The delivery period shall start on the date when all details of the order have been clarified, but not until the contractual duties to be fulfilled by the Purchaser by that time have been fulfilled. The delivery deadline shall be deemed complied with if the goods have left the warehouse when the deadline is reached or, where shipping is delayed due to reasons for which the Purchaser is responsible, if the notification that the goods are ready to ship is made within the delivery period agreed. Compliance with the delivery period is subject to the condition precedent that we receive correct and timely deliveries from our suppliers. Timely and appropriately sized partial deliveries are permissible and may be billed separately. If force majeure events, industrial actions or other events that are beyond our control, regardless of whether they are experienced by us or our subsuppliers, keep us from complying with our duty to deliver the goods, the delivery shall be extended by the duration of the disruption. If it becomes impossible to deliver the goods because of such an event or if the subsequent deli- very creates an undue burden for either of the parties, both parties are entitled to rescind the agreement. If performance is delayed or if it is no longer possible to deliver the goods ordered due to reasons for which we are responsible, the Purchaser is entitled to rescind the agreement in accordance with the statutory provisions. Claims for damages are subject to the provisions in Section 12 of these Terms of Sale. If the Purchaser is in default of acceptance, we are entitled to charge the Purchaser a fee for storing the goods for each week of default at a flat rate of 1% of the invoice value per week, with a total of 5 %. 4. Prices Our prices are quoted ex warehouse, exclusive of the statutory value-added tax.. Packaging costs, loading costs, customs fees, etc. shall be borne by the Purchaser. 5. Shipping/ passing of the risk Goods are dispatched and shipped at the expense and risk of the Purchaser. The risk shall pass to the Purchaser when the goods leave our premises. Where the dispatch is delayed due to the Purchaser‘s conduct, the risk shall pass, and the purchase price shall become due, when the Purchaser is notified that the goods are ready to ship. 6. Payment terms Invoice amounts must be paid within 30 days of the date of invoice without any deduction. If we grant any discounts, they may not be deducted from any new invoices as long as older invoices for which payment is due have not been paid yet. For periods during which the Purchaser is in default of payment or during which payments due are deferred we will charge the default interest at the statutory rate without prejudice to any further claims for damages. Where it beco- mes apparent after the conclusion of the agreement that our claim for payment is at risk due to the customer‘s inability to perform and where we have fulfilled the obligations owed by us in return, all of our outstanding claims become due immediately. In this event we are entitled to only make outstanding deliveries against payment of cash or the provision of a security. This does not affect any further statutory claims. The Purchaser has the right to withhold payments, or to offset counterclaims against them, only in so far as the Purchaser’s counterclaims are not in dispute or have become final and absolute. This does not apply to counterclaims of the Purchaser which directly seek rectification or to reverse a transaction – owing to a defect we have not corrected, or are unable to correct, by means of remedial performance – and which are based on the same contractual relationship as our claim to payment. 7. Retention of title We will retain the title to the goods delivered until all outstanding payments due to us under the business relationship, including incidental costs and interest, are settled in full. This also applies until the checks for such payments have cleared. For current accounts, the goods subject to retention of title shall secure our claim to the outstanding balance. Goods subject to retention of title shall be processed and treated on our behalf without creating any obligations for us. If our goods are processed, combined or mixed with other goods that do not belong to us, we are entitled to a co-ownership interest in the new items based on the ratio of the invoice value of the goods subject to retention of title compared to the value of the other goods processed at the time when they are processed, combined or mixed. Where the Purchaser becomes the sole owner of the new item, it already now assigns the co-ownership interest in the new item to us based on the ratio of the invoice value of our goods subject to retention of title compared to the value of the other goods processed at the time when they are processed, combined or mixed and it shall hold the new item in custody for us with the due diligence of a prudent businessman. The goods delivered, irrespective of whether they are unprocessed or have been processed or combined or mixed, may only be resold by resellers in the ordi- nary course of business subject to retention of title, and only if the receivables resulting from the resale pass to us. The Purchaser must not pledge or assign goods subject to retention of title as collateral or agree to a prohibition of assignment or an assignment without our consent in the context of factoring. Where execution is levied in respect of the goods subject to retention of title or where our rights are prejudiced by third parties in any other way, the Purchaser must notify us without undue delay. The Purchaser hereby assigns to us in advance all receivables to which it is entitled now or will be entitled later from the resale or on any other legal ground with respect to the goods delivered by us as of the time when they accrue. We accept the assignment. The value of the goods shall be deemed our invoice amount plus a surety surcharge of 10% which is not applied, though, where the rights of third parties conflict with it. If our goods are resold after they have been processed, combined or mixed or if the new item resulting from the processing, combination or mixing is resold, the claim against the Purchaser‘s customer in the amount of the invoice value of our processed, combined or mixed goods shall be assigned. This also applies if our goods are sold after they have become an essential component of another item by combining or processing them with other items not belonging to us. If the value of the 164 Phone: +49 4531 509-0 Edition 2023-11