General terms of delivery and payment

1. General provisions
These sales conditions apply to entrepreneurs, legal entities under public law and special funds under public law. The supplier's deliveries and services are carried out exclusively on the basis of the following conditions. Divergent conditions of the client, which the contractor does not expressly accept in writing, are non-binding and have no validity, even if they are not expressly contradicted. All agreements and offers are based on the contractor's terms and conditions. They are considered accepted upon placement of an order or acceptance of delivery.

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The contractor's offers are subject to change. The offers are valid only in written form. The prices mentioned are subject to the condition that the order data on which the offer was submitted remain unchanged. The prices offered are net prices in euro excluding sales tax, packaging, freight, postage and insurance. They are valid ex works, unless otherwise agreed.

3. Drawings and descriptions
Delivered designs, drawings and tools, in particular profiles, are claimed to be the sole manufacturer. Execution and imitation by third parties requires the copyright approval of the contractor. The client guarantees that the production and delivery of objects manufactured according to his instructions does not infringe the property rights of third parties. Forms, templates and other devices as well as drawings or technical documents relating to the goods to be delivered or their production remain the sole property of the contractor, even if the client is charged costs for this.

4. Order acceptance — order placement
The contract is considered concluded when the order has been confirmed in writing by the contractor. Subsequent changes to the order — caused by the client — entitle the contractor to make a corresponding change in the contract condition affected as a result. All changes also require written confirmation. If the contractor becomes aware of subsequent circumstances which make the client's solvency appear questionable, he may make further processing of the order and delivery dependent on an advance payment or demand appropriate security.

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5.1. Consent to the technical data by the client
Design templates submitted by the contractor to the client must also be checked by the client with regard to all characteristics essential and required for use. The client must return the documents signed as a sign of consent. If corrections are necessary, they must be clearly identified. The contractor is not liable for any apparent defects that the client overlooked or did not complain about during the inspection, unless the contractor has fraudulently concealed these defects.

5.2. tolerances
Illustrations, dimensions and drawings as well as other quality information, which are shown in price lists, catalogues, etc., represent only approximate values that are standard in the industry. Samples and samples are only approximate examples of dimensions, quality and other properties. Information on our part about properties, dimensions, intended use, etc. is mere descriptions and does not contain any guarantee of properties.

5.2.2. In the event of technical necessity, we reserve the right to deliver the ordered goods with deviations in quality, dimensions and other properties. Deviations do not entitle you to complain about deliveries, provided that the changes do not significantly impair the usability of the products.

5.2.3. The contents of the package (quantities) are determined by weighing. The weights determined are indicative indicative values for calculating shipping costs. In principle, the contractor is entitled to make product-related overdeliveries and underdeliveries of up to 10%. In principle, the client must pay for the quantity actually delivered.

6. Delivery
Goods reported ready for dispatch must be taken over by the client immediately. Otherwise, the contractor is entitled to ship them at his own discretion or to store them at the expense and risk of the client. The risk is transferred to the client upon handover to the railways, the freight forwarder or the carrier or upon commencement of storage, but at the latest when it leaves the factory or warehouse, even if the contractor has taken over the delivery. Partial deliveries are generally permitted. They will be billed separately. Each partial delivery is considered a special transaction. Fulfilment or failure to fulfill a partial delivery has no effect on other partial deliveries. If the contractor is unable to deliver the goods within the delivery period, the contractor will inform the client immediately and in writing, inform him of the reasons for this and, if possible, state the expected delivery date. Operational disruptions, both in our own company and in external companies on which production or transport are significantly dependent, release from compliance with the delivery deadline without compensation, unless remedies can be remedied in good time or only at disproportionate expense. Operational disruption in this sense is considered to be all serious obstacles which, from an objective point of view, the contractor neither caused nor could foresee, in particular general shortages of raw materials and energy, traffic bottlenecks, official interventions, industrial disputes, war and riots and all extensive fires. The above paragraph applies mutatis mutandis if, despite congruent cover purchase, the contractor is not supplied promptly and correctly by the upstream supplier. In the event of force majeure, industrial disputes, unrest, official measures, absence of deliveries from our suppliers and other unforeseeable, unavoidable and serious events, the contractual partners are obliged to provide the necessary information immediately, within the scope of reasonable, and their obligation to adapt to the changed circumstances in good faith. If delivery is delayed due to the above circumstances or as a result of action or omission on the part of the client, an extension of the delivery period appropriate to the circumstances will be granted. If, after the order confirmation, the client requests changes to the order which affect the production time, a new delivery time begins with confirmation of the change. The client is only entitled to withdraw from the contract if the contractor is responsible for the failure to meet the delivery date and the client has unsuccessfully set the contractor a reasonable period of grace. Compensation for indirect damage, e.g. due to loss of profit or purchase of cover, is excluded in the event of performance disruptions. Acceptance must be carried out in accordance with the contractual agreements. If acceptance is delayed, the contractor is entitled to charge the resulting costs. If acceptance is delayed by the client, the costs incurred as a result of storage at the contractor's plant, but at least ½ percent of the invoice amount, will be charged to him for each month. However, after a reasonable period of time has been set and has expired fruitlessly, the contractor is entitled to dispose of the delivery item elsewhere and to supply the contractor with a reasonably extended period of time.

7. Retention of title
The contractor reserves title to the delivered goods until all claims arising from the business relationship with the contractor have been settled and until all payments under the supply contract have been received, § 449 BGB. The client assigns all purchase price claims against his customers arising from the sale of the goods delivered to him under retention of title upon conclusion of the contract between the contractor and the client to the contractor in the amount of the purchase price of the reserved goods (plus value added tax) agreed between the contractor and client. The contractor hereby accepts the assignment. The client is authorized to collect this assigned claim as long as he is not in default of payment to the contractor. This does not affect the authority of the contractor to collect the receivables himself. The client undertakes to inform the contractor of the assigned claims and their debtors upon request, to provide all information necessary for collection and to notify the debtors of the assignment in writing. The client is not entitled to pledge the goods delivered to him under retention of title or to transfer them to third parties as security. The client must immediately notify the contractor in writing of seizure or other interventions by third parties. In the event of a breach of duty by the client, in particular in the event of default in payment, the contractor is entitled to rescind and withdraw after the unsuccessful expiry of a reasonable period set by the client; the statutory provisions on the dispensability of setting a deadline remain unaffected. The client is obliged to surrender. The contractor is entitled to withdraw from the contract if an application is filed to open insolvency proceedings against the client's assets. If the goods are sold together with other goods that do not belong to the contractor, the client's claim against its customers in the amount of the purchase price claims agreed between the contractor and the client upon conclusion of the respective delivery contract is considered to have been assigned primarily to the contractor, including in the amount of his claims arising from the delivered goods. The retention of title also applies until other claims by the contractor have been repaid (extended retention of title). The contractor releases any securities if the claims to be secured are overinsured by more than 20%. If the contractor's goods are combined or inseparably mixed with other movable objects to form a single item, or is the other item to be regarded as the main object, the client transfers joint ownership to the contractor on a pro rata basis, insofar as the main item belongs to him. The client stores the property or joint ownership for the contractor. In all other respects, the same applies to the item resulting from processing or combination or mixing as to reserved goods. The client must immediately inform the contractor of enforcement measures taken by third parties in the reserved goods, claims assigned to the contractor or other securities, providing the documents necessary for his own interventions. This also applies to other types of impairment. The assertion of retention of title and withdrawal of the delivery item by the contractor is not considered a withdrawal from the contract.

8. Payment terms
Invoicing takes place at the earliest upon departure of the goods or at the time when the client is in default of acceptance. Unless otherwise agreed, all invoices are due for payment in full within 14 days from the date of the invoice. If the contractor has indisputably delivered partly faulty goods, the client is nevertheless obliged to make payment for the defect-free portion, unless the partial delivery is of no interest to him. Otherwise, the contractor can only offset counterclaims that have been legally established or are undisputed. If the payment deadline is exceeded, the contractor is entitled to charge default interest at the rate charged by the bank to the contractor for current account loans, but at least 8% points above the respective base interest rate of the European Central Bank. Bills of exchange and cheques are only accepted by appointment, only for the purpose of performance and subject to discountability. Discount charges are calculated from the date the invoice amount is due. There is no guarantee that the bill of exchange and check will be presented in good time and that there will be a bill of exchange protest. In the event of late payment, the contractor may, after written notification to the client, stop fulfilling its obligation until payments have been received. If, after conclusion of the contract, it becomes apparent that the contractor's payment claim is jeopardized by the client's lack of performance, the service may be refused by the contractor and a reasonable period of time may be determined within which he must pay step by step against delivery or provide security. If the client refuses or the deadline expires without success, the contractor is entitled to withdraw from the contract and claim compensation. If the client becomes aware of a significant deterioration in the financial situation or if he defaults on payment or acceptance, the contractor has the right to demand immediate payment even for goods not yet delivered, invoices not yet due and bills of exchange and checks not yet due, insofar as the amounts are covered by the contractor's expenses in accordance with the order.

9. Liability for delivery defects
The quality of the goods is based exclusively on the agreed technical delivery instructions. If the contractor has to deliver according to drawings, specifications, samples, etc. provided by the client, the client assumes the risk of suitability for the intended use. The date of transfer of risk is decisive for the condition of the goods in accordance with the contract. Complaints must be made immediately within the meaning of Section 377 of the German Commercial Code. Hidden defects must be reported immediately after discovery, without unavoidable delay. The contractor is not responsible for material defects caused by unsuitable or improper use, faulty assembly, etc. by the client or third parties, normal wear and tear, faulty or negligent treatment, nor for the consequences of improper changes or repair work carried out by the client or third parties without the consent of the contractor. The same applies to defects which only slightly reduce the value or suitability of the goods. The contractor must be given the opportunity to identify the reported defect. Complained goods must be returned to the contractor immediately upon request. If the client does not comply with this obligation or makes changes to the goods already complained about without the consent of the contractor, he loses any claims for material defects. If the complaint is justified in due time, the contractor will provide subsequent performance by delivering a perfect replacement of the complained goods. In the event of failure of subsequent performance, the client is free to reduce or to withdraw from the contract at his discretion. The client's right to assert claims arising from defects expires in all cases after 12 months. This does not apply insofar as longer periods are mandatory under law.

10. Other claims, liability
Unless otherwise stated below, other and further claims by the client against the contractor are excluded. This applies in particular to claims for damages due to breach of obligations arising from the obligation and from tort. The contractor is therefore not liable for damage that did not occur to the delivered goods themselves. In particular, the contractor is not liable for lost profit or other financial losses suffered by the client. The above limitations of liability do not apply in the event of intent, gross negligence on the part of legal representatives or executives or in the event of a culpable breach of essential contractual obligations. In the event of culpable breach of essential contractual obligations, the contractor — except in cases of intent or gross negligence on the part of the contractor's legal representatives or executive employees — is only liable for the reasonably foreseeable damage typical of the contract. Furthermore, the limitation of liability does not apply in cases in which, in accordance with the Product Liability Act, there is liability for persons or property damage to privately used objects in the event of faults in the delivered goods. It also does not apply in the event of injury to life, body or health and in the absence of warranted features, if and to the extent that the assurance was specifically intended to insure the partner against damage that did not occur to the delivered goods themselves. Insofar as the liability of the contractor is excluded or limited, this also applies to the personal liability of its employees, workers, employees, legal representatives and vicarious agents. The legal regulations on the burden of proof remain unaffected by this.

11. Reservation of amendment
The contractor is entitled to make changes to the general terms and conditions and other conditions. The contractor will only make these changes for valid reasons, in particular due to new technical developments, changes in case law, market conditions, significant changes in procurement costs, changes in sales tax, procurement prices or other equivalent reasons. In particular if material prices are increased, the contractor reserves the right to determine the price according to the current price list upon delivery. In the event of significant price increases, the client has the right of termination.

12. Place of Fulfilment, Jurisdiction and Applicable Law
Depending on the respective order placement, the place of fulfilment is the contractor's registered office in Wipperfürth, Nienburg or Köthen. The exclusive place of jurisdiction for services, deliveries and payments, including for checks and bills of exchange and other legal disputes between the contractual partners, is the competent courts in the Bernburg district and the district court district of Dessau for orders involving Nienburg or Köthen. The contractor also has the right to sue the contractual partner at another place of jurisdiction applicable to him in accordance with Sections 12 et seq. of the Code of Civil Procedure. The law of the Federal Republic of Germany is exclusively applicable to the contractual relationship.

13. Other agreements
Insofar as no special provision is made in this contract, the statutory provisions apply. The invalidity or ineffectiveness of individual provisions of this contract does not affect the validity of the remaining provisions. They do not result in the invalidity or ineffectiveness of the entire contract. The ineffective or void provisions must be reinterpreted in such a way that the intended economic purpose is achieved. If a reinterpretation is not possible, the contracting parties are obliged to conclude an agreement which comes as close as possible to the economic purpose of the invalid or void provision.

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