General Terms and Conditions of Sale and Delivery of Uedelhoven GmbH & Co. KG

1. Scope of application

• All our services are provided exclusively on the basis of these General Terms and Conditions of Sale and Delivery (hereinafter: „GTCS“). Unless otherwise agreed in writing, they form an integral part of all contracts that we conclude with our contractual partners (hereinafter: „Customer“) for deliveries and services offered by us. In the event of any inconsistencies between the German and the English version of these GTCS, the German version shall prevail.

• Terms and conditions of the Customer or third parties shall not apply, even if they are used by the Customer at a later date and/or if we do not separately object to their validity in individual cases, unless we have expressly agreed to their validity in writing. Even if we refer to a written document containing or referring to the terms and conditions of the Customer or a third party, it shall not constitute any agreement to the validity of those terms and conditions.

2. Conclusion of contracts and orders

• Our offers are subject to change and non-binding, unless we have stated otherwise in writing.

• A contract is only concluded if we have confirmed an order from the Customer in writing or if we execute the order. Unless otherwise agreed, oral agreements prior to the conclusion of the contract are non-binding. Additions and amendments to the agreements, including these GTCS, shall be made in writing in order to be effective. For compliance with the written form requirement within these GTCS, the use of telecommunication means (e.g., email) is sufficient.

• Details on the object of deliveries or services contained in our offer documents (e.g., drawings, illustrations, calculations, dimensions and other technical data) are only approximately relevant, unless it is expressly qualified as binding. They do not constitute guaranteed characteristics, but only serve as a description or indication of the delivery or service.

• We reserve the right of ownership and copyright to all offers and cost estimates submitted by us as well as drawings, illustrations, calculations, models, tools and any other documents and means made available to the Customer. Customers may not make these items accessible to third parties, disclose them, use them themselves or through third parties or reproduce them without our consent. At our request, Customers are obliged to return these items to us in full and destroy any copies made if they are no longer required in their ordinary course of business or if negotiations do not lead to the conclusion of a contract.

3. Prices and terms of payment

• Unless otherwise agreed in individual cases, our prices applicable at the time of conclusion of the contract shall apply, namely „ex works“ (Incoterms 2020), plus packaging, freight, postage, insurance, other shipping costs and public charges as well as statutory VAT. We do not take back transport packaging and all other packaging in accordance with the Packaging Ordinance (Verpackungsverordnung); it shall become the property of the Customer, except for pallets.

• Invoices are due and payable immediately without any deduction to a bank account specified by us unless otherwise agreed in writing. The deduction of an early payment discount requires a special written agreement. In the case of contracts with a delivery value of more than EUR 100,000.00, we are entitled to demand an advance payment of 25 % of the purchase price.

• In the event that the Customer is in default in whole or in part, interest on arrears from this point in time at an annual rate of 8 percentage points above the respective base interest rate shall be payable by the Customer, unless we can prove higher damages. We reserve the right to claim additional damages caused by default. In addition, we are entitled, after written notification, to suspend the fulfillment of our obligations until receipt of the payments and to declare all other payment claims against the Customer due and payable. After setting a reasonable deadline, we shall also be entitled to withdraw from the contract in this case.

• Customers shall only be entitled to set-off or retention rights to the extent that their claim has been legally established or is undisputed.

• If the fulfillment of the payment claim is at risk due to a deterioration in the financial circumstances of the Customer that has occurred or become known after conclusion of the contract, we have the right to postpone further execution of the order until payment has been made or, notwithstanding any opposing previous agreements, either demand an advance payment or other securities for additional orders or withdraw from the contract after setting a reasonable deadline.

4. Retention of title

• We reserve title to the delivered goods until full payment of all our present and future claims arising from the contract and an ongoing business relationship (secured claims).

• 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. The Customer must inform us immediately in writing if and to the extent that third parties gain access to the goods owned by us.

• If the Customer is in default of payment, we shall be entitled to demand the return of the goods pursuant to the retention of title at the Customer’s expense. The demand for return does not at the same time constitute a declaration of withdrawal; we are rather entitled to merely demand the return of the goods and reserve the right to withdraw from the contract.

• The Customer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall additionally apply:

• The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects the same shall apply to the resulting product as to the goods delivered under retention of title.

• The Customer hereby assigns to us as security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the Customer stated in clause 4.2 shall also apply with regard to the assigned claims.

• The Customer shall also remain authorized to collect the claim in addition to us. If the Customer is in default of payment, an application for the opening of insolvency proceedings against the Customer’s assets has been filed or payments have been suspended, the Customer must inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment.

• If the realizable value of the securities exceeds our claims by more than 20 %, we shall release securities of our choice at the Customer’s request.

5. Terms of delivery

• Unless otherwise agreed, the Customer is obliged to pick up the delivery from our facilities. The commencement of the delivery period shall be subject to the Customer’s duly and punctual fulfillment of all its obligations, in particular the advance payment, information or other requirements necessary for the processing and fulfillment of our performance.

• Delivery shall be ex works, which is also the place of performance. At the request and expense of the Customer, the goods will be shipped to another destination. Unless otherwise agreed, we shall be entitled to decide on the type of shipment (in particular transport company, shipping route, packaging).

• If the Customer is in default of acceptance or culpably violates other obligations to cooperate, the Customer is obliged to pay the full price and for each week of delay or part thereof 0.5 % – but no more than 5 % – of the total value of the goods. The parties are at liberty to prove higher or lower storage costs. The delivery period shall be extended by the period of default of acceptance. Our right to assert additional claims arising from default shall remain unaffected.

• Force majeure, labor disputes, riots, official measures and other unforeseeable, unavoidable and serious events shall release the contracting parties for the duration of the disruption and to the extent of its effect from their performance obligations. This shall also apply if these events occur at a time when the affected contractual partner is in default. The contracting parties are obliged to provide the necessary information without delay within the scope of what is reasonable and to adapt their obligations to the changed circumstances in good faith.

• The risk of accidental loss and accidental deterioration shall pass to the Customer at the latest by the time that the goods are handed over. If shipment of the goods has been agreed, however, the risk of accidental loss and accidental deterioration as well as the risk of delay shall already be transferred upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. If the Customer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.

6. Inspection procedure, acceptance

• If acceptance has been agreed, both the scope and the conditions shall be determined until the conclusion of the contract.

• If the scope and conditions are not agreed, the goods shall be deemed to have been accepted if

• the delivery and, if we are also responsible for the installation, the installation has been completed,
• we have notified the Customer accordingly with reference to the fictitious acceptance according to this clause 6 and have requested the Customer to accept the goods,
• 12 working days have passed since delivery or the Customer has started to use the goods (e.g., has put the delivered item into operation) and in this case six working days have passed since delivery or installation and
• the Customer has failed to accept the goods within this period for a reason other than a defect notified to us which makes it impossible to use the goods or significantly impairs their use.

• If the goods are made available for pick up, they shall be deemed to have been accepted by the Customer if we have notified the Customer that they are ready for pick up with reference to the fictitious acceptance and seven working days have passed since the notification.

• The same applies to initial sample inspections.

• Tools, molds and residual material created or procured for a customer project shall be collected by the Customer no later than 3 months after delivery. If they are not collected, all tools, molds and residual material will be destroyed and disposed of. We are entitled to charge the incurred costs to the Customer.

7. Liability for material defects

• If the delivered goods have a material defect within the limitation period, we reserve the right to decide on the type of subsequent performance (i.e., subsequent improvement or subsequent delivery), provided that the cause of the defect already existed at the time of the transfer of risk. The general limitation period for claims arising from material defects is one year from the transfer of risk.

• We shall not be liable for insignificant deviations from the agreed quality, for insignificant impairment of usability and for defects caused by unsuitable or improper use, faulty assembly or commissioning and normal wear and tear. If improper modifications or repair work have been carried out by the Customer or third parties, we shall also not be liable for these and the resulting consequences.

• The Customer is obliged to give written notice of material defects immediately after receipt of the goods at the place of destination and in case of hidden defects, immediately after discovery of the defect. The burden of proof of a defect lies with the Customer. In the case of agreed acceptance or initial sample inspection in accordance with clause 6, the right to notify defects that could have been detected in the process is excluded.

• We shall be given the opportunity to ascertain the notified defect. Rejected goods must be returned to us immediately upon request. If Customers do not comply with these obligations or make changes to the goods already complained about without our written consent, they shall lose any rights due to the material defect.

• If we fail to meet our warranty obligations or fail to do so within a reasonable period of time or if the rectification of defects is initially unsuccessful, the Customer shall set a final deadline in writing within which we must meet our obligations. A deadline shall not be set if it is not deemed acceptable for the Customer. After the unsuccessful expiry of this period, Customers may, at their discretion, demand a reduction in price, withdraw from the contract or carry out the necessary rectification themselves or have it carried out by a third party at our expense. If the rectification has been successfully carried out by the Customer or a third party, all claims of the Customer for reimbursement of the necessary costs incurred by the Customer shall be settled.

• Claims of the Customer for expenses incurred for the purpose of subsequent performance resulting from the fact that the goods are taken to another location after delivery are excluded to the extent that they increase the expenses, unless the transfer corresponds to the intended use.

• Statutory rights of recourse against us pursuant to Section 478 German Civil Code (Bürgerliches Gesetzbuch) shall only exist to the extent that the Customer has not made any agreements with its buyer – in the event that ist buyer is a consumer – that go beyond the statutory claims for defects.

• Additional claims of the Customer are excluded in accordance with clause 8. The warranty shall lapse if the Customer modifies the goods or has them modified by third parties without our written consent and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the Customer shall bear the additional costs of rectifying the defect resulting from the modification.

8. Other liability

• Unless otherwise stated in these GTCS, other and additional claims by the Customer against us, irrespective of the legal grounds, in particular for breach of duties arising from the contractual obligation and from tort, are excluded.

• The limitation of liability under clause 8.1 shall not apply in cases of mandatory liability (e.g., under the German Product Liability Act (Produkthaftungsgesetz)), in cases of intent, gross negligence on the part of legal representatives or executive employees and in cases of culpable breach of material contractual obligations. In the event of culpable breach of material contractual obligations, we shall only be liable – except in cases of intent or gross negligence on the part of our legal representatives or executives – for reasonably foreseeable damage typical of the contract. The limitation of liability shall also not apply to damages resulting from injury to life, body or health and in the absence of a guaranteed quality, if and to the extent that the purpose of the guarantee is to protect the Customer against damages that have not occurred to the delivered goods themselves.

• To the extent that our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, legal representatives and vicarious agents.

• Claims for damages and material defects to which the Customer is entitled against us shall become time-barred one year after delivery of the goods or, if acceptance is required, from acceptance. This shall not apply to claims for damages based on intentional injury to life, body or health or claims for damages under the German Product Liability Act. The statutory provisions on suspension of expiry, suspension and recommencement of time limits remain unaffected.

9. Choice of law and place of jurisdiction

• The law of the Federal Republic of Germany shall apply to these GTCS and all legal relationships between us and the Customer, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

• The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Ingolstadt. However, we are also entitled to institute proceedings at the Customer’s general place of jurisdiction.

• Should any provision of these GTCS be or become invalid or unenforceable in whole or in part, the contracting parties undertake to agree on a provision that corresponds as closely as possible to the meaning and purpose of the invalid or unenforceable provision.

Data privacy statement:

The Customer acknowledges that we store data from the contractual relationship in accordance with Sec. 28 Federal Data Protection Act (Bundesdatenschutzgsetz) for the purpose of data processing and that we reserve the right to transfer the data to third parties (e.g., insurance companies) if necessary for the fulfillment of the contract.