General Terms and Conditions of Sale

As of 03/2026

§1    Validity

(1) These general terms and conditions of sale (‘Terms and Conditions of Sale’) apply to all our business relationships with our customers (‘Purchaser’) and apply exclusively. Any terms and conditions of the Purchaser that conflict with or deviate from our Terms and Conditions of Sale shall only become part of the contract if we have expressly agreed to them in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the Purchaser without reservation, in particular without expressly objecting to the Purchaser’s terms and conditions, despite being aware of terms and conditions of the Purchaser that conflict with or deviate from our Terms and Conditions of Sale.

(2) Unless otherwise agreed, the terms and conditions of sale in the version valid at the time of the Purchaser’s order or, in any case, in the version last communicated to the Purchaser in writing shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.

(3) These terms and conditions of sale apply only to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

§2    Offer, Acceptance

(1) Our offers are subject to change and non-binding. The order of goods by the Purchaser is considered a binding contractual offer. A contract is only concluded upon written acceptance (e.g. through order confirmation) by us.

§3    Prices, Payment

(1) Our prices are ex works, plus the applicable statutory value added tax and excluding packaging and shipping costs, unless expressly agreed otherwise.

(2) Unless otherwise agreed, the purchase price is due immediately upon delivery of the goods without deduction. However, even within the framework of an ongoing business relationship, we are entitled at any time to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation

(3) Upon expiry of the above payment period, the Purchaser shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages for default. In the event of default in payment, we also reserve the right to withhold subsequent orders until due invoices have been paid.

§4    Offsetting, Retention

(1) The Purchaser shall only be entitled to offsetting or retention rights insofar as their claim has been legally established (upheld by a court and legally binding) or is undisputed. This shall not apply if the counterclaims are based on the same contractual relationship.

§5    Delivery, Transfer of risk

(1) Delivery shall be ex works, which shall also be the place of performance for collection or delivery and any subsequent performance (“Nacherfüllung”).

(2) In the event of default of acceptance or other culpable breach of cooperation obligations on the part of the Purchaser, we shall be entitled to compensation for the resulting damage, including any additional expenses. We reserve the right to assert further claims.

(3) The risk of accidental loss and accidental deterioration of the goods shall pass to the purchaser at the latest upon handover. If a sale by delivery (“Versendungskauf”) has been agreed with the Purchaser, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the Purchaser upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. If acceptance (“Abnahme”) has been agreed, this shall be decisive for the transfer of risk. The handover or acceptance shall be deemed to have taken place if the Purchaser is in default of acceptance.

§6    Warranty and obligation to inspect and giving notice of defect

(1) We shall not be liable for defects of which the Purchaser is aware at the time of conclusion of the contract or of which he is unaware due to gross negligence (Section 442 BGB). Furthermore, the Purchaser’s claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (Sections 377, 381 of the German Commercial Code (HGB)). If a defect becomes apparent during delivery, inspection or at any later point in time, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within 7 days of delivery and defects that are not apparent during inspection must be reported in writing within the same period after discovery. If the Purchaser fails to carry out the proper inspection and/or report defects, our liability for defects that are not reported or not reported in a timely or proper manner is excluded in accordance with the statutory provisions.

(2) If the delivered goods are defective, we may initially choose whether to provide subsequent performance by remedying the defect (repair; “Nachbesserung”) or by delivering a defect-free item (replacement delivery; “Ersatzlieferung”). If the type of subsequent performance chosen by us is unreasonable for the Purchaser in individual cases, the Purchaser may reject it. Our right to refuse subsequent performance under the statutory conditions remains unaffected

(3) We are entitled to make the subsequent performance owed dependent on the Purchaser paying the purchase price due. However, the Purchaser is entitled to retain a portion of the purchase price that is reasonable in relation to the defect.

(4) The Purchaser must give us the time and opportunity necessary for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the Purchaser must return the defective item to us at our request in accordance with the statutory provisions; however, the Purchaser has no right to demand return. Subsequent performance does not include the removal, dismantling or uninstallation of the defective item, nor the installation, fitting or installation of a non-defective item, if we were not originally obliged to perform these services; claims by the Purchaser for reimbursement of corresponding costs (‘removal and installation costs’) remain unaffected by this.

(5) In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the Purchaser shall be entitled to remedy the defect themselves and to demand reimbursement from us for the objectively necessary expenses incurred in doing so. We must be notified of such self-remedy immediately, if possible, in advance. The right to remedy the defect ourselves does not apply if we are entitled to refuse subsequent performance in accordance with the statutory provisions.

(6) If a reasonable period of time set by the Purchaser for subsequent performance has expired without success or is dispensable in accordance with the statutory provisions, the Purchaser may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. However, there is no right of withdrawal in the case of an insignificant defect.

(7) Claims by the Purchaser for damages or reimbursement of futile expenses shall also exist in the case of defects only in accordance with § 8 of these Terms and Conditions of Sale and are otherwise excluded.

§7    Retention of title

(1) We retain title to the goods sold until all our current and future claims arising from the purchase contract and an ongoing business relationship (‘secured claims’) have been paid in full.

(2) The goods subject to retention of title may not be pledged to third parties or transferred as security before the secured claims have been paid in full. The Purchaser must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g. seizures) have access to the goods belonging to us.

(3) In the event of a breach of contract by the Purchaser, in particular non-payment of the purchase price due, we shall be 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 the retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal; rather, we are entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. If the Purchaser fails to pay the purchase price due, we may only assert these rights if we have previously set the Purchaser a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions.

(4) The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, he hereby assigns to us all claims arising from such resale, regardless of whether this takes place before or after any processing of the goods delivered under retention of title. Notwithstanding our authority to collect the claim ourselves, the buyer remains authorized to collect the claim even after the assignment. In this context, we undertake not to collect the claim as long as and to the extent that the buyer meets his payment obligations, no application for the opening of insolvency or similar proceedings has been filed and there is no suspension of payments.

(5) Insofar as the above-mentioned securities exceed the claims to be secured by more than 10%, we are obliged to release the securities of our choice at the request of the Purchaser.

§8    Liability

(1) We shall be liable, including for legal representatives and vicarious agents („Erfüllungsgehilfen”), without limitation only in cases of (a) intent or gross negligence, (b) injury to life, limb or health, (c) to the extent of a guarantee assumed by us, and (d) under the German Product Liability Act.

(2) Furthermore, we shall be liable for culpable breaches of essential contractual obligations. Essential contractual obligations are those whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely. Unless we are accused of intent or gross negligence, liability for damages in the event of a breach of essential contractual obligations is limited to the foreseeable damage typically occurring in contracts of this type.

(3) Any further claims for damages, regardless of their legal basis, are excluded. This also applies if the Purchaser demands compensation for futile expenses instead of compensation for damages in lieu of performance

(4) Liability claims of the Purchaser shall become time-barred in accordance with § 9 of this contract. Notwithstanding this, the start of the period shall be determined by Section 199 (1) BGB.

§9    Limitation Period

(1) Notwithstanding Section 438 (1) No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.

(2) The above limitation periods shall also apply to contractual and non-contractual claims for damages by the Purchaser based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the Purchaser pursuant to § 8 (1) of these Terms and Conditions of Sale shall become time-barred exclusively in accordance with the statutory limitation periods.

§10  Applicable law, place of jurisdiction

(1) This contract is subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Münster (Westphalia).