General Terms and Conditions.

I. Applicability of the Terms:

1. These terms apply only to companies, legal entities under public law, or special public funds.

2. These terms apply to all business transactions with the ordering party, buyer, or other clients (hereinafter uniformly referred to as “Client”), even if they are not mentioned in subsequent contract conclusions.

3. These terms apply exclusively. In addition, only statutory provisions apply, unless the applicability of conflicting or deviating purchasing conditions has been expressly confirmed by us in writing. Our terms also apply exclusively even if we provide our services without reservation, despite being aware of conflicting purchasing conditions.

II. Offer/Contract Conclusion/Offer Documents:

1. Binding offers are submitted by us exclusively in writing and are expressly designated as binding. All other communications, statements, or declarations from us serve only to prepare for a contract conclusion.

2. Documents provided by us, such as samples, illustrations, drawings, weight and dimension specifications, are only approximate, unless expressly designated as binding.

3. The contract is concluded either by mutual signature, by the acceptance of a binding offer, or by the acceptance of an order. An order from the Client is accepted by us either through written order confirmation or by delivery of the ordered goods. Our binding offers can only be accepted by returning the signed declaration of acceptance within eight days. In case of delayed return, a contract is only concluded by our written order confirmation or by delivery.

4. We reserve all proprietary and copyright rights to cost estimates, drawings, and other documents. They may not be made accessible to third parties. In case of a breach of this obligation, we have the right to demand liquidated damages amounting to 5% of the possible contract or service sum; the right to claim further damages remains reserved. The Client reserves the right to prove that significantly less or no damage at all occurred.

5. If the Client designates plans or documents provided by them as confidential, they may only be made accessible to third parties with the Client’s consent.

III. Scope of Delivery:

1. The components of the delivery and the essential contractual obligations result from the written service description in the contract text, in our offer, or in our order confirmation.

2. Design or form changes resulting from technical improvements or legal requirements remain reserved during the delivery period, provided that the delivered item is not significantly altered and the changes are reasonable for the Client.

3. The Client must accept the delivery of an excess or short quantity of up to 10% compared to the agreed quantity, as this is production-related. The quantity actually delivered will always be charged.

4. The assumption of a guarantee or a procurement risk only occurs if expressly agreed upon in writing.

IV. Delivery Time:

1. The delivery period begins with the conclusion of the contract. It does not begin before the Client has provided any necessary documents, permits, or releases.

2. The delivery period is met if readiness for dispatch has been communicated or the delivered item has left the factory by its expiry.

3. Dates and deadlines for deliveries are only binding if expressly agreed upon in writing. Dates confirmed by us are – unless otherwise agreed – approximate and departure dates.

V. Delivery Delays/Partial Deliveries:

1. We are not responsible for delays in delivery and performance due to force majeure. Such events entitle us to postpone the delivery for the duration of the impediment plus a reasonable start-up period, or to withdraw entirely or partially from the order for the unfulfilled part.

2. Equivalent to cases of force majeure are subsequently occurring difficulties in material procurement, untimely or incorrect self-delivery, operational disruptions, strikes, lockouts, monetary or trade policy measures, or other governmental actions, etc., affecting us or our sub-suppliers. This does not apply if we have assumed the procurement risk or if the circumstances are based on an assumption of fault or negligence on our part, our legal representatives, or our vicarious agents.

3. The aforementioned circumstances are only our responsibility to the extent stated above if they arise during an existing delay.

4. We will notify the Client as soon as possible of the beginning and end of such impediments. In the event of our withdrawal, we are obliged to immediately refund any payments already made concerning the part of the contract affected by the withdrawal.

5. We are entitled to make partial deliveries and provide partial services, provided that this does not result in any disadvantages for use.

VI. Prices and Payment Terms:

1. Unless otherwise agreed, our prices are “ex works” excluding packaging, shipping, and insurance costs. These will be invoiced separately. Value-added tax at the respective statutory rate will be added to the prices.

2. Special packaging will be agreed upon separately.

3. We reserve the right to adjust our prices accordingly if more than four months elapse between the conclusion of the contract and the agreed delivery date.

4. If wages, material costs, or market-based purchase prices change until the completion of the delivery, we are entitled to reasonably increase the price in accordance with the cost increases. We will provide proof of collective bargaining agreements
or material price increases to the Client upon request.

5. Unless expressly agreed otherwise, a corresponding price adjustment can also be made for follow-up or call-off orders. If price reductions are granted depending on the purchase quantity, we are entitled to charge the difference if the specified quantity is not met.

6. Unless otherwise agreed, our invoices are due immediately; payment must be made in cash without any deduction to our payment office within 30 days from the invoice date.

7. Payments by check and bill of exchange are considered payment only after they have been cashed. The acceptance of bills of exchange always requires prior written agreement. When accepting bills of exchange, the usual banking discount and collection fees
will be charged. These are payable immediately in cash.

8. Offsetting by the Client is only possible with recognized, undisputed, or legally established counterclaims. The Client has a right of retention if it is based on the same contractual relationship.

VII. Transfer of Risk:

1. The risk transfers to the Client at the latest upon dispatch of the delivered parts, even if partial deliveries are made or other services have been undertaken by us.

2. If dispatch is delayed due to circumstances for which the Client is responsible, the risk transfers to the Client from the day of readiness for dispatch. If the parts are to be collected by the Client, the risk transfers upon notification of readiness for collection.

3. Export orders are carried out free German border, FOB German seaport, or FOB Stuttgart Airport at the expense and risk of the ordering party.

VIII. Retention of Title:

1. Our delivery is subject to retention of title.

2. The goods remain our property until full payment of all our claims, including future claims, arising from the business relationship with the Client (extended retention of title).

3. For the duration of the extended retention of title, the right of withdrawal according to § 449 para. 2 BGB is not restricted by fulfillment for individual deliveries, even with regard to these deliveries.

4. Insofar as we incur contingent liabilities in the Client’s interest, for example, in the so-called “check-bill of exchange procedure”, ownership only transfers to the Client when we are also released from these liabilities.

5. The Client is entitled to resell the delivered items in the ordinary course of business.

6. If the delivered goods are combined with another item in such a way that they become an essential component of that item, the Client hereby transfers to us ownership of this new item, in proportion to the values of the combined items, which the Client holds in safekeeping for us to that extent.

7. If the goods delivered by us are resold, the Client hereby assigns to us the resulting claims with all ancillary rights, regardless of whether the resale occurs without or with further processing, alone or together with other items. The assignment is made in the amount of the share that the goods delivered by us have in the total claim.

8. The Client bears the risk for the goods delivered by us and is obliged to store them carefully and insure them adequately against loss (theft, fire, etc.). The Client hereby assigns to us the claim against the insurance company in the event of damage, specifically a first-priority partial amount equal to the purchase price of the goods delivered under retention of title. This also applies if the insurance does not cover the entire damage in full, so that in such a case we are not referred to a proportional
compensation.

9. The pledging or transfer of ownership by way of security of our goods is excluded. The Client must notify us immediately of any third-party access, especially seizures, etc.

10. As long as a claim exists on our part, we are entitled to request information from the Client at any time regarding which goods delivered under retention of title are still in their possession and where they are located. We are entitled to inspect the goods at any time. In the event of a breach of contract by the Client, we are hereby irrevocably authorized by them to enter their premises, take back all delivered goods, and, after prior warning, realize them in the best possible way through private sale
to offset the outstanding damages for non-performance, minus incurred costs.

11. If the value of the existing security exceeds the secured claims by more than 10% in total, we will release securities of our choice upon the Client’s request.

IX. Loss of Creditworthiness, Payment Default, Contract Termination:

1. All our claims become due immediately if payment terms are not met or if circumstances become known from which a risk to our claim for consideration arises due to the Client’s lack of solvency. We are then also entitled to execute outstanding deliveries only against advance payments or to demand security.

2. Payment default occurs if our claim is not settled within 30 days of receipt of our invoice and its due date.

3. In case of payment default by the Client, we are entitled, without further proof, to charge interest at the respective bank rates for overdrafts, but at least 8 percentage points above the base interest rate. The assertion of further default damages is independent of this.

4. If the contractual relationship is terminated due to payment default or other reasons for which the Client is responsible, we are entitled, without further proof, to demand 15% of the order sum as liquidated damages. The right to claim higher damages remains reserved. The Client reserves the right to prove that no damage or significantly less damage occurred.

X. Warranty:

1. All warranty claims expire within 12 months after delivery.

2. In the case of a commercial purchase, the Client’s inspection and notification obligations are determined by § 377 HGB.

3. Entrepreneurs who are not merchants must report obvious defects within 14 days of receipt of the goods. For defects that are not obvious at the time of delivery, the period begins with the discovery of the defect. If the complaint is not made in time, no warranty claims exist. The Client bears the burden of proof that the defect complaint was raised in time after the discovery of the defect. 4. In the event of a defect, we must always be given at least two opportunities for subsequent performance within a reasonable period, unless otherwise agreed.
5. All parts or services that show a material defect within the limitation period – regardless of operating time – whose cause already existed at the time of the transfer of risk, will be repaired, newly delivered, or newly provided (subsequent performance) free of charge, at the Client’s discretion.

6. The type of subsequent performance chosen by the Client is not binding if its costs exceed 25 percent of the other type of subsequent performance and the other type of subsequent performance is reasonable for the Client, considering the value of the item in its defect-free condition and the significance of the defect, without significant disadvantages.

7. If subsequent performance fails, is refused by us, or is deemed unreasonable, the Client may – irrespective of any claims for damages under Section XI – withdraw from the contract or reduce the remuneration.

8. The Client cannot demand compensation for futile expenses.

9. When raising defect complaints, the Client may withhold payments to an extent that is reasonably proportionate to the material defects that have occurred. This applies only if there can be no doubt about the justification of the defect complaint. If the defect complaint was unjustified, we are entitled to demand reimbursement from the Client for the expenses incurred by us.

10. No warranty claims exist for only insignificant deviations from the agreed quality, for only insignificant impairment of usability, for natural wear and tear, or for damages that arise after the transfer of risk due to faulty or negligent handling, excessive strain, unsuitable operating materials, or due to special external influences that were not stipulated in the contract.

11. If improper changes or repair work are carried out by the Client or third parties, no warranty claims exist for these or the resulting consequences.

12. For consumer goods, the Client’s recourse claims against us exist only insofar as the Client has not made agreements with their customer that go beyond the statutory warranty claims.

13. The Client’s claims for expenses necessary for subsequent performance, in particular transport, travel, labor, and material costs, are excluded insofar as they arise from the delivered items being subsequently moved to another location. This does not apply if the relocation corresponds to the intended use.

XI. Other Claims for Damages:

1. Claims for damages under the Product Liability Act are not affected by these terms.

2. In case of injury to life, body, or health, our liability is governed by statutory provisions.

3. For other damages, we are liable only

a) without limitation according to statutory regulations, if essential contractual obligations are violated intentionally or with gross negligence by us, our legal representatives, or our senior employees;

b) limited to the typical damage foreseeable at the time of contract conclusion, if

aa) essential contractual obligations are violated with slight negligence by us, our legal representatives, or our senior employees, or intentionally or with gross negligence by our other vicarious agents;

bb) other contractual obligations are violated intentionally or with gross negligence by us, our legal representatives, or our vicarious agents.

c) Claims under Section 3 b, unless caused intentionally or fraudulently, expire within one year after the statutory commencement of the limitation period, at the latest within three years after their accrual.

d) The provisions in Sections 3 b and 3 c also apply in favor of our legal representatives, vicarious agents, and assistants, insofar as they are to be held directly liable.

XII. Applicable Law, Place of Performance, and Jurisdiction:

1. For these terms and conditions and the entire legal relationship between the parties, the law of the Federal Republic of Germany applies. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.

2. Unless otherwise agreed, the place of performance for all obligations is our registered office in Urbach.

3. If the client is a registered merchant, a legal entity under public law, or a special fund under public law, the court with local jurisdiction for our registered office in Urbach shall be agreed upon as the place of jurisdiction for all disputes, especially for claims against the client.

4. The same applies to other clients if they do not have a general place of jurisdiction in the Federal Republic of Germany or if they relocate their domicile or habitual residence outside the scope of the Federal Republic of Germany after the contract has been concluded. The agreement on jurisdiction also applies if the client’s domicile or habitual residence is unknown at the time the lawsuit is filed.