GENERAL TERMS AND CONDITIONS OF SALE

Status: June2024

I. Scope of application

a. These General Terms and Conditions of Business and Delivery apply to all current and future business relationships with our customers (hereinafter referred to as “Buyer”), both entrepreneurs within the meaning of Section 14 of the German Civil Code (B2B) and consumers within the meaning of Section 13 of the German Civil Code (B2C).

b. Deviating, conflicting or supplementary general terms and conditions of the buyer shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing.

c. Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions.

II Offer/offer documents

a. Our offers are subject to change and non-binding, unless they are expressly marked as binding.

b. Orders placed by the buyer constitute a binding offer. We can accept this offer within two weeks by sending an order confirmation or by delivering the goods

c. Our written order confirmation shall be decisive for the scope of the delivery or service. Assurances of properties, additions or ancillary agreements must be made in writing to be effective.

d. All agreements, collateral agreements and assurances must be made in writing. Our employees are not authorized to make verbal collateral agreements or assurances that go beyond the content of the written contract.

e. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. Disclosure to third parties requires our express written consent.

f. All information on the design of products in the form of drawings and/or tables is always approximate. No liability is accepted for design-related deviations of the subject matter of the contract from drawings, illustrations or other descriptions.

g. We reserve the right to deliver 10% more or less for series or custom-made products. The excess or shortfall will be invoiced accordingly.

h. We are entitled to make partial deliveries if they are reasonable for the buyer.

III Prices/payment terms

a. Our prices are “ex works” or “ex warehouse” plus VAT. the applicable statutory VAT and excluding shipping costs, customs duties and packaging, unless otherwise agreed.

b. The prices valid on the day of order confirmation shall apply. In the event of significant changes in cost factors after conclusion of the contract, the contracting parties are obliged to agree an adjustment of the prices.

c. The deduction of a cash discount requires a special written agreement.

d. Unless otherwise agreed, the net purchase price (without deduction) is due for payment within 30 days of the invoice date. Partial invoices are permissible for partial deliveries.

e. In the event of default in payment, the statutory provisions shall apply. The buyer shall bear all costs arising from the acceptance of bills of exchange and checks.

f. The Buyer may only offset against an undisputed or legally established claim. He may only exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

IV. Delivery and acceptance obligations

a. Delivery periods shall commence as soon as all execution details have been clarified and the Buyer has fulfilled all requirements. Unless otherwise agreed, the day of delivery is the day of dispatch. However, if dispatch is delayed through no fault of our own, the day of provision shall be deemed the day of delivery. Partial deliveries are permissible, provided that this does not conflict with a recognizable interest of the buyer.

b. If we are prevented from delivering on time due to force majeure or unforeseeable circumstances for which we are not responsible, such as official measures, unrest or non-delivery by our suppliers, the delivery period shall be extended by the duration of the hindrance. If the hindrance lasts longer than 3 months, we and the buyer may withdraw from the contract with regard to the part not yet fulfilled, to the exclusion of claims for damages.

c. If we are in default, the buyer shall be entitled to set a reasonable grace period and to withdraw from the contract after its fruitless expiry; in the event of impossibility of our performance, he shall also be entitled to this right without a grace period. A period of at least 2 months is appropriate.

Delay in delivery is equivalent to impossibility if delivery is not made for more than 2 months.

Claims for damages (including any consequential damages) shall be excluded without prejudice to para. 4 is excluded; the same applies to reimbursement of expenses.

d. The person referred to in para. 3 does not apply if an exclusion or limitation of liability for damages resulting from injury to life, limb or health has been agreed, is based on an intentional or negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or vicarious agent of the user; it also does not apply if an exclusion or limitation of liability for other damages has been agreed, which are based on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of the user.

If we culpably breach an essential contractual obligation or a cardinal obligation, liability is not excluded, but is limited to the foreseeable damage typical for the contract.

In the event of reimbursement of expenses, the above shall apply accordingly.

e. If a commercial transaction for delivery by a fixed date has been agreed, the limitations of liability from para. 3 and 4; the same applies if the buyer can assert that his interest in the fulfillment of the contract has lapsed due to the delay for which we are responsible.

f. In the case of call-off orders without an agreement on duration, production batch sizes and acceptance dates, we may, unless otherwise agreed in writing, demand a binding specification for this no later than 3 months after order confirmation. If the buyer does not comply with this request within 3 weeks, we are entitled to set a 2-week grace period and to withdraw from the contract and claim damages after its expiry.

g. If the buyer wishes us to carry out necessary tests, the type and scope of the tests must be agreed. If this is not done at the latest when the contract is concluded, the costs shall be borne by the buyer.

h. If a delivery is to be made on the basis of a sample prepared by us, the buyer must inspect and approve this sample immediately after receipt of the sample.

i. If the Buyer is in default of acceptance or violates its obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the object of purchase shall also pass to the buyer at the point in time at which the buyer is in default of acceptance.

V. Transfer of risk/packaging costs/insurance

a. The risk of accidental loss and accidental deterioration shall pass to the Buyer (ex-works) when the goods are handed over to the forwarding agent or carrier, but at the latest when they leave our premises.

b. If the handover is delayed due to a circumstance for which the buyer is responsible or at the buyer’s instruction, the risk shall pass to the buyer from the day of notification of readiness for dispatch. At the express written request of the buyer, we are obliged to insure the goods stored by us at the buyer’s expense. This shall also apply in cases in which a delivery date has not been expressly agreed, with the proviso that the risk shall pass to the buyer 7 calendar days after notification of readiness for shipment.

c. If the buyer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the buyer.

d. Transport packaging and all other packaging in accordance with the Packaging Ordinance will not be taken back. The buyer is obliged to dispose of the packaging at his own expense.

e. Delivered items, even if they have minor defects, must be accepted by the Buyer without prejudice to his rights under §§ 433 ff BGB.

VI Dimensions, weights and delivery quantities

a. The DIN and EN standards apply for compliance with the dimensions. Furthermore, we state dimensions and weights in our offers and order confirmations to the best of our knowledge. However, they are not guarantees of quality. Minor deviations, in particular additional or reduced weights due to casting technology, do not entitle the purchaser to make complaints or claims for defects, unless otherwise agreed.

b. Due to the special features of the metal casting process, an excess or short delivery of up to 10% compared to the order quantity is permissible for series production.

VII Retention of title

a. The delivered goods shall remain our property until full payment of the purchase price, including all ancillary claims, and until payment of all other claims arising from the business relationship. Until then, the buyer is not entitled to pledge the goods to third parties or to assign them as security. The buyer shall store the reserved goods for us free of charge.

b. If the goods subject to retention of title are processed, combined or mixed with other goods by the buyer, we shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the total item. The co-ownership rights arising hereunder shall be deemed to be reserved goods within the meaning of para. 1.

c. The buyer is entitled to sell the reserved goods in the ordinary course of sale if he is not in default of payment of our purchase price claims.

d. The Buyer hereby assigns to us at this point in time all claims against third parties arising from the resale of the reserved goods. If the reserved goods are sold after processing, combining or mixing, the assignment of the claim from the resale shall only apply up to the amount of the value of the reserved goods invoiced to the Buyer by the Seller. This shall also apply if the reserved goods are resold together with other goods which also do not belong to the seller.

e. The buyer is authorized to collect the claim even after the assignment. We may restrict the direct debit authorization for legitimate reasons and revoke it for good cause, in particular in the event of late payment. We can demand that the buyer informs us of the claims assigned to him and their debtors, provides all information necessary for collection, hands over the relevant documents and discloses the assignment to his debtor.

f. We undertake to release the securities to which we are entitled in accordance with the above provisions at our discretion at the request of the buyer to the extent that their realizable value exceeds the claim to be secured by 20% or more.

g. The Buyer hereby declares its consent that the persons commissioned by us with the assignment of the reserved goods may enter or drive onto the property or building on or in which the items are located for this purpose in order to take possession of the reserved goods.

h. The Buyer shall notify us immediately of any seizure, execution or other interference by third parties affecting our property rights. The buyer shall bear the costs of measures to eliminate third-party interference, in particular any intervention processes.

VIII. Warranty and liability

a. If there is a defect for which we are responsible, we shall be entitled to choose between repair or replacement. The prerequisite for this is that the defect is not insignificant. In the event of rectification, we are obliged to bear the transport, labor and material costs, provided that these are not increased by the fact that the delivered goods have been taken to a place other than the place of performance.

If one or both types of subsequent performance are impossible or disproportionate, we are entitled to refuse them.

We can refuse subsequent performance as long as the buyer does not fulfill his payment obligations to us to an extent that corresponds to the defect-free part of the service.

b. If the rectification or replacement delivery is not carried out within a reasonable period of time – taking into account our delivery options – or if the rectification and/or replacement delivery fails, the buyer may demand a reduction of the remuneration (reduction) or withdraw from the contract.

c. The Buyer’s rights in respect of defects presuppose that he has properly fulfilled his obligation to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).

d. Unless otherwise stated below (para. 6), further claims of the Buyer, regardless of the legal grounds (in particular claims arising from breach of primary and secondary contractual obligations, reimbursement of expenses with the exception of those pursuant to § 439 II BGB, tortious acts and other tortious liability) are excluded; this applies in particular to damage that has not occurred to the delivery item itself and to claims for compensation for loss of profit; this also includes claims that do not result from the defectiveness of the purchased item.

e. The above provisions shall also apply to the delivery of a different item or a smaller quantity.

f. The person referred to in para. 4 does not apply if an exclusion or limitation of liability for damages resulting from injury to life, body or health is agreed, which are based on an intentional or negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or vicarious agent of the user; it also does not apply if an exclusion or limitation of liability for other damages is agreed, which are based on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of the user.

If we culpably breach an essential contractual obligation or a “cardinal obligation”, liability is not excluded, but is limited to the foreseeable damage typical of the contract; otherwise, liability is limited in accordance with the provisions of the German Civil Code. Abs. 4 excluded.

Furthermore, the exclusion of liability shall not apply in cases where liability exists under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivery item.

It shall also not apply in the event of the assumption of a guarantee and the assurance of a property if a defect covered by it triggers our liability.

In the event of reimbursement of expenses, the above shall apply accordingly.

g. No warranty is given for damage caused by unsuitable or improper use, faulty assembly by the purchaser or third parties, natural wear and tear, faulty or negligent handling, improper modifications or repair work carried out by the purchaser or third parties without our prior approval.

h. Claims for subsequent performance, damages and compensation for use shall lapse one year after delivery of the purchased item.

This does not apply to an item that has been used for a building in accordance with its normal use and has caused its defectiveness; in this case, the limitation period is 5 years.

Claims for reduction and the exercise of a right of withdrawal are excluded if the claim for subsequent performance is time-barred.

In the case of sentence 3, however, the buyer may refuse to pay the purchase price to the extent that he would be entitled to do so on the basis of the withdrawal or reduction; in the event of the exclusion of withdrawal and a subsequent refusal to pay, we shall be entitled to withdraw from the contract.

i. Claims arising from manufacturer recourse remain unaffected by this section.

IX. Liability for secondary obligations

1. if, due to our fault, the delivered item cannot be used by the buyer in accordance with the contract as a result of omitted or faulty execution of proposals and consultations prior to or after conclusion of the contract as well as other contractual ancillary obligations, or if damage occurs, the provisions of Section 1 shall apply to the exclusion of further claims by the buyer. VIII and X accordingly.

X. Withdrawal by the buyer and other liability on our part

1. the following provisions apply to breaches of duty outside the liability for defects and are not intended to exclude or restrict the statutory right of withdrawal.

Likewise, any statutory or contractual claims to which we are entitled shall neither be excluded nor limited.

2. the buyer may withdraw from the contract if the entire performance becomes definitively impossible; the same applies to incapacity.

The buyer may also withdraw from the entire contract if, in the case of an order of similar items, the execution of part of the delivery becomes impossible due to our fault and he has no interest in the partial performance; if this is not the case, the buyer may reduce the consideration accordingly; the right of withdrawal shall not apply in the event of an insignificant breach of duty.

3. if there is a delay in performance and the buyer grants us a reasonable period for performance after justification of the delay and this grace period is not complied with, the buyer shall be entitled to withdraw from the contract. In the event of partial default in performance, para. 1 p. 2 accordingly.

If, prior to delivery, the Buyer requests a different execution of the delivery item in any respect, the delivery period shall be interrupted until the date of notification of the execution and, if necessary, extended by the time required for the different execution.

4. withdrawal is excluded if the buyer is solely or predominantly responsible for the circumstance that entitles him to withdraw or if the circumstance for which we are responsible occurs at the time of the buyer’s default of acceptance.

In the event of impossibility of performance in the aforementioned cases, we shall retain our claim to consideration in accordance with § 326 para. 2 BGB.

5. further claims of the buyer on whatever legal grounds (in particular claims arising from culpa in contrahendo, breach of primary and secondary contractual obligations, reimbursement of expenses, tortious acts and other tortious liability) are excluded; this applies in particular to damage that has not occurred to the delivery item itself and to claims for compensation for loss of profit; this also includes claims that do not result from the defectiveness of the purchased item.

This shall not apply if the cause of the damage was based on intent or gross negligence on our part, on the part of our legal representatives or vicarious agents. This also does not apply to damages resulting from culpable injury to life, limb or health.

Nor is liability excluded in the event of the assumption of a guarantee, insofar as a breach of duty covered by it triggers our liability.

If we culpably breach a material contractual obligation or a “cardinal obligation”, liability shall not be excluded, but shall be limited to the foreseeable damage typical of the contract.

XI. Workpiece-related models and production equipment

1. if the buyer provides us with models or production equipment (e.g. foundry molds), these are to be sent to us free of charge. We can demand that the buyer retrieves such equipment at any time; if he does not comply with such a request within 3 months, we are entitled to return it to him at his expense. The costs for maintenance and desired modifications shall be borne by the buyer.

The purchaser shall be liable for the technically correct design and execution of the equipment to ensure the production purpose; however, we shall be entitled to make changes due to foundry technology. We are not obliged to check the conformity of the equipment provided with the enclosed drawings or samples without special agreement.

2. to the extent that workpiece-related models or production equipment are manufactured or procured by us at the buyer’s request, the buyer shall reimburse us for the costs incurred. If the full costs have not been charged, the buyer shall also bear the remaining costs if he does not purchase the quantities envisaged when the contract was concluded. The models and production equipment manufactured and procured by us shall remain our property; they shall be used exclusively for deliveries to the Buyer during the term of the contract. If 3 years have passed since the last delivery, we are not obliged to store the goods any longer.

If, in deviation from this, it has been agreed that the buyer shall become the owner of the equipment, ownership shall pass to the buyer upon payment of the purchase price. The handover of the equipment is replaced by our obligation to store it. The custody relationship can be terminated by the buyer at the earliest 3 years after the last delivery, unless otherwise agreed.

3. all models and production equipment shall be treated by us with the same care that we use in our own affairs. At the buyer’s request, we are obliged to insure his models and equipment at his expense. Claims for compensation for consequential damage are excluded if there are only insignificant deviations from the quality or only an insignificant impairment of usability. Claims for compensation for consequential damages are also excluded under the conditions of para. VIII No. 4 is excluded.

4. if deliveries are made according to drawings or other information provided by the buyer and if this infringes third-party property rights, the buyer shall indemnify us against all claims. Our drawings and documents handed over to the purchaser as well as our suggestions for the advantageous design and manufacture of the castings may not be passed on to third parties and may be demanded back by us at any time.

License claims of the buyer based on industrial property rights to models and production equipment sent in or manufactured or procured on his behalf are excluded, insofar as these are used by us in accordance with the contract.

XII Parts to be poured in

1. parts intended for casting must be delivered free of charge; they must be dimensionally accurate and ready for casting. Any necessary processing costs shall be borne by the buyer.

2. the number of cast-in parts must reasonably exceed the number of castings ordered.

XIII Place of performance and jurisdiction

1. place of performance for the obligations of both parties arising from all legal relationships is Heiligenhaus.

2. the legal relationship between the buyer and us shall be governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

3. the place of jurisdiction for all disputes arising from the contractual relationship shall be Heiligenhaus. We are also entitled to sue at the buyer’s head office.