GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT OF BRACKSIEKER DRAHT GMBH

I. Scope, Offers and Obligations of the Buyer

1. These General Terms and Conditions of Sale and Delivery (hereinafter referred to as "Terms") apply to all – including future – contracts for deliveries and other services between us (hereinafter referred to as "we" or "us") and buyers who are entrepreneurs (Section 14 BGB (German Civil Code)), legal entities under public law or public-law special funds. We do not recognise any conflicting or deviating terms and conditions of the buyer unless we have expressly agreed to their validity in writing. Any terms and conditions of the buyer are hereby expressly rejected, even if they are sent to us in a confirmation letter or by other means, or if we perform deliveries or services unconditionally or accept services from the buyer without expressly rejecting its terms again.

2. Our offers are subject to change. Agreements, especially verbal side agreements, commitments, guarantees or other assurances from our employees, become binding only upon our written confirmation. The mere delivery of the ordered goods, other conduct on our part or silence does not create any reliance by the buyer on the conclusion of a contract. Written form is also preserved through communication by fax or email.

3. Before concluding the contract, the buyer must notify us in writing if the goods to be delivered are not intended solely for ordinary use or if the goods are to be used under unusual conditions, conditions that pose particular health or safety risks or conditions requiring increased stress. The buyer must also inform us of any atypical damage risks or damage amounts associated with the contract.

II. Prices

1. Unless otherwise expressly agreed in writing, our prices are ex works, exclusive of packaging and subject to the statutory VAT applicable at the time of contract conclusion.

2. If goods are delivered packaged, we charge the cost of packaging at self-cost prices. In accordance with statutory regulations, we accept the return of packaging we have delivered, provided it is returned to us by the buyer carriage-paid within a reasonable time.

3. Load carriers are invoiced separately. Loaned load carriers are credited at 2/3 of their invoiced value if returned to us carriage-paid and undamaged within two years of delivery. Disposable load carriers are not taken back.

4. We reserve the right to adjust our prices reasonably, at our equitable discretion, if cost reductions or cost increases relevant to pricing occur after the contract is concluded, particularly due to wage agreements or changes in material or energy costs. We will notify the buyer of price changes in writing before they become effective. The buyer may terminate the contract in writing within two weeks of receiving notification of the price increase.

III. Payment Terms

1. Unless otherwise agreed in writing, our invoices are payable within 30 days of the invoice date. Payments must be made such that the invoice amount is available to us by the due date. The buyer is in default 10 days after the due date without requiring a reminder.

2. Any agreed cash discount period starts from the invoice date. Discounts apply only to the net invoice value, excluding freight and packaging, and require that all outstanding liabilities of the buyer are settled in full at the time of discounting.

3. Invoices for amounts below €50.00 and invoices for assembly, repairs, moulds and tooling cost shares are payable immediately and without discount.

4. The buyer is not entitled to offset our claims unless the counterclaim is undisputed or legally established. The buyer is also not entitled to withhold payments or suspend other obligations unless we have materially breached due obligations from the same contractual relationship despite written warning and have not provided reasonable security. Section 215 BGB does not apply.

5. For overdue payments, or at the latest upon default, we are entitled to charge interest at the respective bank rates for overdraft facilities, but at least the statutory default interest rate. Further claims for damages due to default remain unaffected. If the buyer is in arrears with any payment obligations, all outstanding claims become immediately due.

6. If circumstances arise after the conclusion of the contract that, in our view, indicate a significant deterioration in the buyer's financial situation, thereby jeopardising our payment claims, we are entitled to declare all outstanding claims immediately due and payable. If the buyer falls into arrears, which in our view indicates a risk to our claims, we are also entitled to reclaim goods that have already been delivered and, if necessary, to enter the buyer's premises and retrieve the goods. We can also prohibit further processing of the delivered goods. This does not apply if the buyer is not responsible for the payment default. Reclaiming goods does not constitute withdrawal from the contract. In such cases, we may revoke the direct debit authorisation in accordance with Section V./5. and demand advance payment for future deliveries. The buyer can avoid these consequences by providing security equivalent to the payment risk. We are entitled to customary security for our claims, even if they are conditional or time-limited. Statutory provisions regarding payment default remain unaffected.

IV. Delivery Deadlines and Delays

1. Delivery deadlines and dates are approximate unless expressly confirmed in writing as binding. Binding delivery deadlines commence upon receipt of all documents required for order execution, timely procurement of materials if applicable and agreed advance payments. Otherwise, agreed delivery deadlines commence on the date of our written order confirmation.

2. If the buyer fails to fulfil obligations such as opening a letter of credit, providing domestic or foreign certificates or making advance payments on time, we are entitled to extend the delivery deadlines and dates as necessary to align with our production schedule, without prejudice to our rights arising from the buyer's acceptance delay.

3. Delivery deadlines and dates are deemed met if the goods leave our premises by the deadline. If dispatch is delayed through no fault of ours or is requested by the buyer, the deadlines and dates are deemed met upon notification of readiness for dispatch.

4. Our obligation to deliver is subject to correct and timely self-delivery unless the incorrect or delayed self-delivery is our responsibility.

5. Force majeure events entitle us to postpone delivery by the duration of the disruption and a reasonable restart period. This also applies if such events occur during an existing delay. Force majeure includes, but is not limited to, currency restrictions, trade policy measures, government actions, strikes, lockouts, pandemics, disruptions to operations beyond our control, transport delays or delays in customs clearance, as well as any other circumstances that significantly hinder or make delivery impossible through no fault of ours. It is irrelevant whether such circumstances occur at our premises, the supplier's premises or those of a subcontractor. If the execution of the contract becomes unreasonable for either party due to such events, it may withdraw from the contract by providing immediate written notice.

6. If we are in default, compensation for delay is limited to 0.5% of the value of the delayed portion of the delivery per full week of delay, up to a maximum of 5% of the value of the delayed delivery. The buyer may prove higher damages, while we reserve the right to prove that no damage or significantly less damage has occurred.

7. If the goods are not dispatched or declared ready for dispatch within a reasonable additional period set by the buyer, which must be at least four weeks, the buyer may withdraw from the contract to the extent that the goods have not been dispatched or declared ready for dispatch within this period. The same applies if the delivery becomes impossible due to reasons attributable to us. We will notify the buyer immediately of the occurrence of any unforeseen event and provide a time frame for subsequent performance.

8. Further claims for delay are excluded unless otherwise expressly agreed. Recourse to other legal grounds for claims, particularly those outside the contract, is excluded.

V. Retention of Title

1. All goods delivered remain our property until all claims against the buyer arising from the business relationship have been satisfied, regardless of the legal grounds, including future or conditional claims (hereinafter referred to as "retention goods").

2. The processing or transformation of the retention goods is carried out on our behalf as the manufacturer within the meaning of Section 950 BGB, without obligating us. The processed goods are deemed retention goods as defined in Section V./1. In cases where retention goods are processed, combined or mixed with other items by the buyer, we acquire co-ownership of the resulting product in proportion to the invoice value of the retention goods to the invoice value of the other items. If our ownership ceases due to combination or mixing, the buyer transfers to us in advance its ownership rights to the new stock or product to the extent of the invoice value of the retention goods and holds these items in trust and free of charge on our behalf. The resulting co-ownership rights are considered retention goods under Section V./1.

3. The buyer is permitted to sell the retention goods in the ordinary course of business under its standard business conditions and only as long as it is not in default. Other dispositions of the retention goods, particularly further transfer of ownership, pledging or assignment of our rights to third parties, are not permitted.

4. The buyer's claims against its customers arising from the resale of the retention goods are hereby assigned to us in advance to the extent of the invoice value of the retention goods. This also applies in cases of resale after processing as defined in Section V./2. We hereby accept the assignment. This advance assignment also extends to any substitutes for the retention goods, such as claims against third parties (e.g. insurers, liable parties) arising from loss, destruction or damage to the retention goods.

5. The buyer is authorised to collect claims from the resale in a fiduciary capacity until such authorisation is revoked by us, which is permissible at any time. Upon our request, the buyer is obliged to immediately notify its customers of the assignment to us – unless we do so ourselves – and to provide us with the necessary information and documents required for collection.

6. The buyer must promptly notify us in writing of any attachments or other impairments of our retention goods by third parties and must identify our retention ownership as such.

7. If the value of the existing securities exceeds the secured claims by more than 10%, we are obliged to release securities of our choice at the buyer's written request.

8. If the retention of title rights outlined above are not valid or enforceable under the laws of the jurisdiction where the goods are located, the security equivalent to the retention of title in that jurisdiction is deemed agreed. The buyer is obliged to take all necessary measures to establish and maintain comparable rights or securities.

VI. Execution of Deliveries

1. The risk passes to the buyer upon handover of the goods to the freight carrier or shipping agent, but no later than when the goods leave the warehouse or – in the case of drop shipments – the supplier's premises. This applies to all transactions, including "carriage paid" and "free delivery" transactions. The costs and responsibility for unloading are borne by the buyer. Insurance will only be arranged upon the buyer's written request and at its expense.

2. We are entitled to make partial deliveries, provided these are reasonable for the buyer. For customised goods, over- or under-deliveries of up to 10% of the agreed quantity are permissible.

3. For call-off orders, we are entitled to produce the entire ordered quantity at once. Any requests for changes after the order has been placed cannot be considered unless explicitly agreed in writing. Call-off dates and quantities can only be adhered to within the scope of our delivery and production capabilities if no fixed agreements have been made. If goods reported as ready for dispatch are not called off in accordance with the contract, we are entitled to either dispatch or store them at the buyer's expense and invoice them immediately. Risk also transfers to the buyer if it fails to fulfil its acceptance obligations.

4. For contracts with continuous deliveries, the buyer must provide call-off orders and allocate product types for approximately equal monthly quantities in good time. The required lead time and call-off quantities are determined either by written agreement with the buyer or, in the absence of such agreements, by industry standards. When issuing call-offs, the buyer must take into account our necessary lead times and set-up times as well as our suppliers' delivery requirements. If call-offs or allocations are not provided in a timely manner, we are entitled to allocate the goods ourselves, deliver them or withdraw from the contract for the outstanding portion after a reasonable grace period has expired. We may also claim damages in place of performance.

VII. Warranty; Duty of Inspection and Notification of Defects

1. Goods are deemed defective if the buyer proves that, at the time of the transfer of risk, they deviated significantly from the type, quantity or quality specified in our written order confirmation. In the absence of such an agreement, the defectiveness of the goods is assessed based on the DIN and ISO standards applicable at the time of contract conclusion, or, in their absence, based on customary practices and trade usage. References to standards and similar regulations, as well as statements about quality, grades, dimensions, weights and usability of the goods, along with information in drawings, illustrations and advertising materials, do not constitute guarantees unless expressly identified as such in writing. The same applies to declarations of conformity and associated markings such as CE or GS. The buyer assumes all risks related to the suitability and use of the goods.

2. The existence of a legal defect is determined by Section 435 BGB.

3. The buyer's warranty rights are conditional upon the buyer properly fulfilling its statutory and contractual obligations to inspect the goods and notify us of defects. The buyer is obliged to inspect each delivery immediately and in all respects for visible and typical deviations and to notify us of any defects immediately, but no later than 5 days after delivery, in writing. Defects that are discovered later despite the most diligent inspection must be reported in writing immediately, but no later than 5 days after their discovery.

4. If a defect in the goods for which we are responsible exists, we will, at our discretion, either remedy the defect or provide a replacement delivery. In the case of defect rectification, we are obliged to bear all expenses necessary for this purpose, including transport, travel, labour and material costs, provided these are not increased because the goods have been taken to a location other than the place of performance.

5. The buyer must provide us with an opportunity to examine the reported defect and inspect the allegedly defective goods. Defective goods must be returned to us immediately upon request; we will bear the transport costs if the defect notification is justified. If the buyer does not provide us with the opportunity to inspect the defective goods or samples thereof despite being requested to do so, it cannot assert claims for defects. If a defect rectification request is unjustified, the buyer is liable for damages if it could have reasonably identified that no defect existed through diligent examination.

6. We are not liable for defects caused by improper or unsuitable use, incorrect assembly or commissioning by the buyer or third parties, normal wear and tear or negligent handling. Similarly, we are not liable for the consequences of improper modifications or repairs carried out without our consent, nor for defects that insignificantly reduce the value or usability of the goods.

7. The buyer has no further claims regarding the defectiveness of the goods. Recourse to competing legal bases, particularly non-contractual claims, is excluded.

8. Any claims by the buyer arising from the delivery of defective goods are subject to a one-year limitation period starting from the statutory commencement of the limitation period. Claims arising from fraudulent or intentional breaches of contract remain unaffected. Replacement deliveries or rectifications do not reset the limitation period.

VIII. Liability

1. Except for liability under the German Product Liability Act (ProdHaftG), for fraudulently concealed defects, for guarantees we have provided regarding the quality of the goods or for damages arising from culpable injury to life, limb or health, we are liable to the buyer for breaches of obligations arising from the contract concluded between us only under the following conditions, without waiving the statutory prerequisites for such liability.

2. We are liable only for culpable breaches of essential contractual obligations or for intentional or grossly negligent breaches of other contractual obligations owed to the buyer. Essential contractual obligations are those whose fulfilment is a prerequisite for the proper execution of the contract and on whose fulfilment the buyer regularly relies and is entitled to rely.

3. In the event of simple negligence in breaching essential contractual obligations, our liability is limited to compensation for foreseeable, typically occurring damages.

4. In the event of simple negligence in breaching other, i.e. non-essential contractual obligations owed to the buyer, our liability is excluded.

IX. Copyrights

1. We retain ownership and copyright for cost estimates, designs, drawings and other documents, which may only be made accessible to third parties with our prior written consent. Drawings and other documents accompanying offers must be returned upon request.

2. If we deliver items based on drawings, models, samples or other documents provided by the buyer, the buyer guarantees that third-party intellectual property rights are not infringed. If third parties, citing such rights, prohibit us from manufacturing or delivering these items, we are entitled – without being obligated to verify the legal situation – to cease all related activities. In cases of culpability on the buyer's part, we may claim damages. Furthermore, the buyer agrees to indemnify us immediately from all claims asserted by third parties in connection with this matter.

X. Test Parts, Moulds, Tools

1. If the buyer is required to supply parts for order execution, these must be delivered free of charge to the production site, in the agreed quantity or, if unspecified, in a sufficient excess quantity to account for potential waste. Deliveries must be timely, defect-free and at no cost. Any costs or consequences resulting from non-compliance will be borne by the buyer.

2. The cost of manufacturing test parts, including expenses for moulds and tools, will be borne by the buyer.

3. For tools, moulds and other production equipment provided by the buyer, our liability is limited to the same level of care as we would exercise for our own property. The buyer is responsible for maintenance and upkeep costs. Our obligation to store such items ceases – regardless of ownership rights – no later than two years after the last production from the mould or tool.

XI. Place of Performance, Jurisdiction, Applicable Law

1. The place of performance for all obligations arising from the contractual relationship with the buyer, and the place of jurisdiction, is our registered office. However, we reserve the right to file legal action against the buyer at its general place of jurisdiction.

2. All legal relationships between us and the buyer are governed by German law, excluding conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

XII. Final Provisions

1. The interpretation of trade terms is based on the Incoterms in their latest version.

2. The buyer is obligated to maintain strict confidentiality about all business and trade secrets, as well as all information designated as confidential or recognisable as confidential due to other circumstances. This obligation extends beyond the end of the business relationship until the information becomes publicly known, but at least for a period of five years after the end of the business relationship. The buyer may not disclose such information to third parties.

3. Should any provision of these terms be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The parties agree to replace the invalid provision with a legally permissible provision that most closely approximates the intended economic purpose.

As of: 01/11/2024