General conditions of sale of NEIDLEIN-SPANNZEUGE GmbH

Article 1
General information - area of applicability

1. Our Conditions of Sale apply exclusively; we do not recognise contradictory or supplementing conditions of the customer or conditions deviating from our conditions of sale, unless we would have expressly consented to their applicability in writing, whereby such consent shall in any case only apply to the individual case concerned. Our Conditions of Sale also apply if we carry out the delivery to the customer without reservation while we will be fully aware of contradictory conditions of the customer or conditions deviating from our conditions of sale.
2. Our conditions of sale apply only towards entrepreneurs as defined in Article 14 of German Civil Code.
3. Unless otherwise agreed, our Conditions of Sale apply as a framework agreement in their latest version in force at the time of the customer’s order or, in any case, in the version lastly made available to the customer for all future transactions without us being required to refer to these Conditions of Sale in each particular case.
4. The Conditions of Sale shall apply in particular to contracts for the sale and/or delivery of movable goods, irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (Article 433 and 650 of the German Civil Code).
5. The Conditions of Sale are freely available on the Internet at [www.neidlein.de/en/legal/gtc.html] at any time and can be saved and printed out by the customer in reproducible form.
6. Information according to the processing of personal data of customer is given in our Data Protection Statement [www.neidlein.de/en/legal/privacy-statement.html].

Article 2
Offers, Conclusion of Contract, Minimum Order Value, Offer Documents

1. Our offers are subject to confirmation and non-binding. The order signed by the customer is a binding offer.
2. We are entitled to accept this offer of the customer within two weeks by sending an order confirmation or sending the ordered goods to the customer during this period. We reserve the right to notify the customers during this period that we decline their order. By accepting the offer or shipping the goods, the contract is concluded.
3. The minimum order value is 50 € net.
4. We retain the title and copyrights to figures, drawings, calculations and other documentation. This also applies to such written documents which are identified as 'confidential'. The customer must obtain our express written approval prior to transfer of said documents to third parties.

Article 3
Prices, Payment Conditions, Set-Off, Right of Retention

1. Unless otherwise indicated in the order confirmation, our prices apply 'ex works', excluding packaging, freight and shipping costs; they are billed separately.
2. The statutorily defined value-added tax is not included in our prices; it is listed separately in the invoice at the applicable statutorily defined amount.
3. Unless otherwise agreed upon in writing, the purchase price is due for payment within 14 days after the invoice date with a 2 % discount or net (without deduction) 30 days after the invoice date. The statutory regulations relating to the consequences of payment default shall apply.
4. The customer is only entitled to offsetting rights and retention rights if their counterclaims have been determined to be legally valid, are undisputed or are recognised by us. In the event of defects in the delivery, the customer's counterclaims shall remain unaffected, in particular pursuant to Article 6 para. 3 of these Conditions of Sale.

Article 4
Delivery period, Default of Acceptance by the Customer, Partial Delivery and Delay in Delivery

1. The beginning of the delivery period specified by us is subject to prior clarification of all technical questions.
2. Observance of our delivery obligation is also subject to the timely and proper fulfilment of the duties of the customer, particularly the customer's provision of documents, permits and approvals to be procured by the customer. The delivery period is observed if the delivery item has left our factory before the period has lapsed or the customer has been notified of readiness for shipment. The right to object to an unfulfilled contract is reserved.
3. If the customer enters into default of acceptance or culpably breaches other duties of cooperation, we are entitled to demand compensation for the resulting damages, including any additional expenditure. Further claims or rights are reserved.
4. Insofar as the conditions of paragraph (3) are fulfilled, the risk of accidental loss or accidental worsening of the purchase item transfers to the customer at the time at which they enter into default of acceptance or payment.
5. We are only entitled to make partial deliveries if the partial delivery is usable for the customer in the scope of the contractual intended purpose, delivery of the remaining ordered goods is guaranteed and no considerable additional expenses or costs arise for the customer as a result (unless we declare our readiness to assume these costs).
6. If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the customer of this without delay and at the same time notify the customer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already paid by the customer. In particular, our supplier’s non-timely delivery shall be deemed a non-availability of the service if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obliged to procure in the individual case.
7. The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the customer shall be required.
8. The rights of the customer pursuant to Article 8 of these Conditions of Sale and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

Article 5
Transfer of Risk

1. Unless indicated otherwise in the order confirmation, delivery 'ex works' is agreed.
2. If desired by the customer, the delivery is covered by transport insurance and the costs accruing in this connection shall be borne by the customer.

Article 6
Liability for Defects

1. The customer's defect rights require that he has properly fulfilled his obligations with respect to inspection and reporting in accordance with Article 377 of German Commercial Code.
2. Insofar as the customer proves that the defect of the purchased item already existed at the time of the passing of risk, we are entitled, according to our discretion, to provide subsequent fulfilment in the form of rectification of defects or the delivery of a new item free of defects. All parts replaced within the scope of such subsequent fulfilment shall become our property. Our right to refuse subsequent fulfilment under the statutory conditions shall remain unaffected. In this case, the customer may assert the legal remedies.
3. We shall be entitled to make the subsequent fulfilment owed dependent on the customer paying the remuneration due. However, the customer shall be entitled to retain a part of the remuneration that is reasonable in relation to the defect.
4. After consultation, the customer shall give us the necessary time and opportunity to determine the defect complained of at the customer's premises or directly at the place of use of the delivery items. In the event of unauthorized repairs, modifications or maintenance work carried out on the delivery item complained of without our consent, there shall be no warranty claims for these and the resulting consequences.
5. If the subsequent fulfilment is unsuccessful, the customer shall have the right to withdrawal or to demand a reduction in price, as well as claim for damages or reimbursement of expenses, the latter, however, only within the scope of Article 8 of these conditions of sale.
6. We shall not be liable for defects of which the customer is aware at the time of conclusion of the contract or is not aware due to gross negligence (Article 442 German Civil Code). If the notification of defects is unjustified, we shall be entitled to demand reimbursement of the expenses incurred by us as a result if the customer’s notification of defects was at least slightly negligent.

Article 7
Statute of Limitation for Liability Claims

1. The statute of limitation pursuant to Article 438 para. 1 no. 3 German Civil Code or Article 445b para. 1 German Civil Code is 12 months in case of all liability claims as of delivery or – in case the acceptance of the goods was agreed upon – as of acceptance of the goods, insofar as no other explicit agreements have been made. The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the customer based on a defect of the goods, unless the application of the regular statutory limitation period (Article 195 and Article 199 German Civil Code) would lead to a shorter limitation period in the individual case.
2. In deviation of the cases regulated in Article 7 (1) of these Conditions of Sale, the statutory statute of limitation apply as follows:
   • for damages resulting from the injury of life, body or health emanating from a defect we are responsible for,
   • for defects that are the result of wilful or gross negligent misconduct by us
   • for defects that were fraudulently concealed,
   • in the event of guarantees (Article 444 German Civil Code), and
   • if the last contract in the supply chain pursuant to Article 445a German Civil Code is a consumer contract (pursuant to Article 474 German Civil Code).
3. Claims arising from the Product Liability Act and the statutory provisions concerning expiry suspension, suspension and the recommencement of the limitation period remain unaffected. An amendment to the burden of proof to the detriment of the customer shall not be connected to the provisions above.

Article 8
Damages and Withdrawal

1. Unless agreed otherwise in these Conditions of Sale, all claims of the customer for replacement of damages of any type, as well as claims for compensatory expenses and indirect damages shall be excluded. Such shall also apply in particular to claims on account of all breaches of duties arising from the contract and from tort. The exclusion of liability shall also apply, if we have engaged any kind of auxiliary persons or vicarious agents.
2. In derogation from the provision of Article 8 para. 1 of these Conditions of Sale, we shall be liable regardless of the legal basis — and such shall also apply if we have used auxiliary persons or vicarious agents — only if:
   • we, our auxiliary persons or vicarious agents have acted grossly negligent or intentionally
   • we have fraudulently concealed defects or assumed a guarantee for the quality of the deliverable
   • we have caused negligently or intentionally injury to life, health, or body
   • we have breached so-called cardinal duties, i.e.,
     • (aa) in case of material breaches of duty, which jeopardize achieving the purpose of the contract, or
     • (bb) breaches of duties, the fulfillment of which primarily facilitates the proper performance of the contract and upon adherence to which the customer regularly relies or may rely (“cardinal duties”).
3. In the event of Article 8 para. 2 (d) of these Conditions of Sale — breach of cardinal duties — our liability shall be, however, in the case of slight negligence, restricted to the amount required for compensation of foreseeable, typically occurring damages.
4. The liability preclusion shall not apply to claims arising out of the Product Liability Act (Produkthaftungsgesetz) or if a warranty for the quality or durability has been assumed, insofar as these claims cannot be excluded and/or limited. An amendment to the burden of proof to the detriment of the customer shall not be connected to the provisions above.
5. Notwithstanding the customer's right to withdraw from the contract in the event of defects, the customer may only be able to withdraw from the contract in the event of impossibility of performance or default if we are responsible for a breach of duty. The customer shall not be able to withdraw prior to the due date of performance being triggered or in the event of an insignificant breach of duty on our part. Ultimately, withdrawal shall be precluded if the customer is solely or preponderantly responsible for the circumstances that would entitle him to withdraw from the contract, or if circumstances for which we are not responsible occur during the acceptance default of the customer.

Article 9
Reservation of proprietary rights

1. We retain ownership of the purchase item until the receipt of all payments from the commercial relationship.
   In the event of conduct of the customer in breach of contract, particularly default of payment, we are entitled to seize the purchase item.
   We are entitled to withdraw from the contract when seizing the purchase item. Taking back the object of sale shall automatically constitute a rescission of the contract. After seizing the purchase item we are entitled to the proceeds of sale, which shall be offset against the liabilities of the customer - minus reasonable expenses related to the sale.
2. The customer is obligated to handle the purchase item with care; in particular, they are obligated to insure said item at their own expense against damages from fire, water and theft with coverage up to the value of the new item.
   Insofar as maintenance and inspection work are necessary, the customer must perform said work at their own expense.
3. In case of seizure or other intervention by third parties, the customer must notify us immediately in writing so that we can file a lawsuit in accordance with Article 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is unable to compensate us for the judicial and extrajudicial expenses of a lawsuit in accordance with Article 771 of the German Code of Civil Procedure (ZPO), the customer is liable for the losses incurred by us.
4. The customer is entitled to resell the purchase item in the ordinary course of business; however, the customer hereby assigns to us all claims in the amount of the final invoice total (including statutorily prescribed VAT) of our claim, which he acquires on the basis of the resale against his recipients or third parties, regardless of whether the purchase item has been resold with or without additional processing. We accept the assignment. The customer also preserves the right to collect this claim after the assignment to us. Our authority to collect the claims ourselves remain unaffected. However, we are obligated to refrain from collecting the claims as long as the customer fulfils its payment obligation from the collected proceeds, has not entered into default of payment and, in particular, no petition has been filed for the initiation of settlement or insolvency proceedings or no payments have been suspended. However, if this is the case, we can demand that the customer informs us about assigned claims and his debtors, provides all information necessary for collection, hands over the corresponding documentation and notifies the debtors (third parties) of the assignment.
5. The processing or alteration of the purchase item by the customer always takes place on our behalf. If the purchase item is processed with other items not belonging to us, we acquire co-ownership of the new item proportional to the value of the purchase item (final invoice amount, including statutorily-prescribed VAT) in relation to the value of the other processed items at the time of the processing.
6. If the purchase item is inseparably combined with other items not belonging to us, we acquire co-ownership of the new item proportional to the value of the purchase item (final invoice amount, including statutorily-prescribed VAT) to in relation to the value of the other combined items at the time of the combination. If the combination takes place in a manner such that the item of the customer should be considered the main item, it applies as agreed that the customer assigns us proportional co-ownership. The customer keeps the resulting sole ownership or co-ownership resulting out of Article 9 of this Conditions of Sale in safe custody for us.
7. The customer also assigns us the claims which arise with the combination of the purchase item with property of a third party as security for our claims against the customer.
8. At the customer's request, we are obligated to release the securities insofar as the realisable value of our securities exceeds the claims to be secured by more than 10 %; we are entitled to choose which securities to release.

Article 10
Jurisdiction, Applicable Law, Place of performance, Written form

1. Insofar as the customer is an entrepreneur, the location of our registered office is the jurisdiction; however, we are entitled to file suit against the customer in the court of jurisdiction for his place of residence.
2. The law of the Federal Republic of Germany applies. The UNCRPD (United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980) is here-by expressly excluded.
3. Unless indicated otherwise in the order confirmation, the location of our registered office is the place of performance.
4. At the time of conclusion of the contract, there are no verbal subsidiary agreements. Individual agreements (including collateral agreements, supplements and amendments) expressly made by the customer with us in individual cases shall - insofar as they came into existence after the conclusion of the contract - in any case take precedence over these Conditions of Sale. The content of such individual agreements shall be governed by a written contract or - in the absence of such a contract and subject to proof to the contrary by the customer - by our confirmation of the amendment to the customer. Legally relevant declarations and notifications by the Customer with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and further proof, in particular in case of doubts about the legitimacy of the declaring party, shall remain unaffected.

Version August 2021

General Purchase Conditions of NEIDLEIN-SPANNZEUGE GmbH

Article 1
General information - area of applicability

1. Our conditions of purchase apply exclusively; we do not recognise contradictory conditions of the supplier or conditions deviating from our conditions of purchase, unless we would have expressly consented to their applicability in writing. Our conditions of purchase also apply if we accept the delivery of the supplier without reservation while fully aware of deviating conditions of the supplier or conditions deviating from our conditions of purchase.
2. All agreements concluded between us and the supplier for the purpose of implementation of this contract must be recorded in writing in this contract.
3. Our conditions of purchase apply only towards enterprisers as defined in Article 310, para. 1 of German Civil Code.
4. Our conditions of purchase also apply for all future transactions with the supplier.

Article 2
Offers - offer documents

1. The supplier is obligated to accept our order within a period of two (2) weeks.
2. We retain the title and copyrights to figures, drawings and other documentation; they must not be made accessible to third parties without our express written approval. They must be used exclusively for the production based on our order; they must be returned to us without reminder after the order has been completed. They must be kept confidential from third parties; the regulation of Article 9, section (5) applies additionally in this respect.

Article 3
Prices - payment conditions

1. The price indicated in the order is binding. Unless a deviating written agreement has been concluded, the price includes delivery 'carriage paid', including packaging. A separate agreement is required for return of the packaging.
2. The statutorily prescribed value-added tax is included in the price.
3. We can only process invoices if they indicate the order number according to the specifications in our order; the supplier is responsible for all consequences arising due to disregard of this obligation, insofar as they fail to prove that they are not responsible for said consequences.
4. If nothing different has been agreed upon, we pay the purchase price within 14 days, calculated from the time of delivery and receipt of invoice, with a 3% discount or net within 30 days after receipt of invoice.
5. We are entitled to offsetting and retention rights within the statutory scope.

Article 4
Delivery period

1. The delivery time indicated in the order is binding.
2. The supplier is obligated to inform us immediately if circumstances arise or they become aware of circumstances which indicate that the required delivery period cannot be observed.
3. In case of delivery default, we are entitled to the statutorily prescribed claims. In particular, we are entitled to demand compensation for damages instead of performance after the lapse of an unsuccessful grace period. If we demand compensation for damages, the supplier has the right to prove that they are not responsible for the breach of duty.
   Further claims and rights are reserved.

Article 5
Transfer of risk - documents

1. The delivery must take place carriage paid if nothing different has been agreed upon in writing.
2. The supplier is obligated to indicate our exact order number on all shipping papers and delivery notes; if they fail to do so, we are not responsible for the resulting delays in the processing.

Article 6
Inspection for defects - liability for defects

1. We are obligated to inspect the goods within a reasonable period for any discrepancies in quality or quantity; reporting of defects has taken place on a timely basis if received by the supplier within a period of three work days, calculated from the time of the receipt of goods or, in case of concealed defects, three days from the time of discovery.
2. We are entitled the statutorily prescribed claims for defects in the full amount; in each case, we are entitled demand rectification of defects by the supplier or delivery of a new item, according to our discretion. The right to compensation for damages, particularly compensation for damages instead of performance, is expressly reserved.
3. We are entitled to carry out the rectification of defects ourselves at the expense of the supplier if the supplier is in default of subsequent fulfilment.
4. The period of limitation is 36 months, calculated from the time of the transfer of risk, insofar as the mandatory provision of Article 445b, 478, para. 2 of German Civil Code does not take effect.
5. The remaining mandatory provisions of the delivery recourse remain unaffected.

Article 7
Product liability - indemnification - liability insurance coverage

1. Insofar as the supplier is responsible for product damage, they are obligated to indemnify us on first request from the damage claims of third parties, as the cause originates from their area of authority and organisation and therefore they are liable in the external relationship.
2. In the scope of their own liability for damages as defined in section (1), the supplier is also obligated, in accordance with Article 683, 670 of German Civil Code or in accordance with Article 830, 840, 426 of German Civil Code, to reimburse any expenses arising from or in connection with a justifiable recall carried out by us. We will inform the supplier insofar as possible and reasonable in good time about the content and scope of such a recall and give them the opportunity to provide a statement.
3. The necessary notification of the responsible authorities according to the regulations of the German Product Safety Act we will do in coordination with the supplier.
4. The definition of the appropriate coverage amounts is product-specific and sector-specific; the details should be checked in consideration of the damage adequacy which is specified accordingly.

Article 8
Property rights

1. The supplier guarantees that no third-party rights within the Federal Republic of Germany are violated in connection with the delivery.
2. If third parties assert claims against us, the supplier is obligated, on first written request, to indemnify us from these claims.
3. In case of damage claims of a third party, the supplier reserves the right to prove that they are not responsible for the violation of the rights of said third party. We are not entitled to make any agreements with the third party without approval of the supplier, particularly conclusion of a settlement.
4. The supplier's duty of indemnification extends to all expenses which we have incurred from or in connection with the assertion of claims by a third party, insofar as the supplier fails to prove that they are not responsible for the breach of duty on which the property rights violation is based.
5. The period of limitation for these claims is three years, beginning with the transfer of risk.

Article 9
Retention of title - supply of tools - non-disclosure

1. Insofar as we provide parts to the supplier, we reserve ownership to said parts. Processing or alteration by the supplier is carried out for us. If our goods subject to retention of title are processed with other items not belonging to us, we acquire co-ownership of the new item proportional to the value of our item (purchase price plus VAT) in relation to the other processed items at the time of the processing.
2. If the item provided by us is inseparably combined with other items not belonging to us, we acquire co-ownership of the new item proportional to the value of our item (purchase price plus VAT) in relation to the value of the other combined items at the time of the combination. If the combination takes place in a manner such that the item of the supplier should be considered the main item, it applies as agreed that the supplier transfers co-ownership to us proportional to the amount of the value of the provided item; the supplier keeps the sole ownership or co-ownership safe for us.
3. We retain ownership of tools; the supplier is obligated to use the tools exclusively for production of the goods ordered by us. Furthermore, the supplier is obligated, at their own expense, to insure the tools belong to us for the new value against damages from fire, water and theft. At the same time, the supplier hereby assigns us all claims for compensation from this insurance; we hereby accept the assignment. The supplier is obligated to carry out any necessary maintenance and inspection work, as well as all service and repair work, at their own expense. Any malfunctions must be reported to us immediately; should the supplier culpably fail to do so, damage claims remain unaffected.
4. Insofar as the securing interests arising in accordance with section (1) and/or (2) exceed the purchase price of all of our still unpaid goods subject to retention of title by more than 10 %, we are obligated, at the supplier's request, to release the security interests, the selection of which takes place according to our discretion.
5. The supplier is obligated to maintain strict confidentiality with respect to all figures, drawings, calculations and other documents and information received from us. They must only be disclosed to third parties with our express approval. The duty of non-disclosure also applies after the completion of this contract. However, it expires if and to the extent that the production knowledge in the transferred figures, drawings, calculations and other documents have become public knowledge or was verifiably known to the supplier already at the time of the disclosure as defined in clause 1.

Article 10
Jurisdiction place of fulfilment

1. Insofar as the supplier is an entrepreneur, the location of our registered office is the jurisdiction; however, we are entitled to file suit against the supplier in the court of jurisdiction for their place of residence.
2. Unless indicated otherwise in the order, the location of our registered office is the place of fulfilment.

Version October 2018