General Terms and Conditions of Sale of J.N. Eberle & Cie. GmbH

Version as at: 09.04.2025

This is a translation. The legally binding version is the German version.

1.     Scope and definition of terms

a)      All contracts for deliveries and services as well as obligations resulting from the start of contractual negotiations, initiating a contract or similar business contacts with entrepreneurs, legal entities under public law or special funds under public law (hereinafter referred to as the “Buyer”), are subject to our General Terms and Conditions of Sale (“GTCS”). These GTCS apply, in particular, to contracts for the sale and/or delivery of movable items (“Goods”). They shall also apply to future contracts and business contacts as stated in the version that we have announced to the Buyer, in the respective wording, at the latest at the time of entering into this contractual obligation.

b)     These GTCS apply exclusively. The Buyer’s terms and conditions that vary from ours, or are unfavourable for us, shall not become an integral part of the contract, including if we do not object to them separately.

2.     Entering into contracts and offer documents

a)     Our offers are subject to change and only constitute invitations to the Buyer to make an offer insofar as we have not expressly stated anything to the contrary. Offers made by the Buyer shall be deemed accepted if we have confirmed them in writing (e.g. via an order confirmation or advance payment invoice) or we have performed the delivery or rendered the service.

b)     We reserve the property rights and copyrights to all documents surrendered to the Buyer, in particular data carriers, documentation, illustrations, drawings and calculations. They may not be used for purposes other than as per agreement, may not be made available to third parties and are to be returned to us without delay if the contract ends or if the intended use as per agreement has been fulfilled. The Buyer undertakes to maintain secrecy regarding the information and data contained therein. This applies, in particular to documents and information marked as “Confidential”. We are entitled at any time to demand the return of documents if secrecy is not maintained. The obligation to maintain secrecy shall not be affected in the case of the end of the contract.

c)      The Buyer undertakes to review our offer carefully to ensure it is correct and expedient. This applies, in particular, to offers in which we have made specific assumptions and on which we have based our calculation and performance description. If such assumptions are not correct, the Buyer is to inform us so that we can correct the offer.

d)     We are entitled to subcontract.

e)     If we prepare a cost estimate by order of the Buyer, the Buyer is to reimburse the costs in accordance with the time required.

3.     Quality of the goods or services

a)      The technical data sheets that we issue form part of the contractual quality agreement. Characteristics, use or public statements that we have specified constitute only part of the applicable requirements insofar as they have been expressly agreed in writing.

b)     We reserve the right to make technical changes that are customary in the trade (in particular improvements) up to the time of delivery if this only results in insignificant changes to the quality and the Buyer’s interests are not unreasonably impaired.

c)      Information about the quality or durability of goods or services contains an assurance (guarantee within the meaning of Section 276 (1) BGB (German Civil Code) or warranty (Section 443 BGB) if we have not expressly provided such a guarantee in writing.

d)     If we produce or modify the goods based on the Buyer’s special standards, we do not undertake to review such standards without a separate agreement. The Buyer shall not be entitled to any claims for defects attributable to such standards.

4.     Prices and terms and conditions of payment

a)     In the absence of agreements to the contrary, our prices apply to unpacked goods ex works plus shipping, insurance and packaging costs. All prices are net amounts excluding taxes imposed on sales, such as turnover tax, GST (Goods and Services Tax) and withholding taxes. We issue invoices in accordance with applicable law, in particular the German Turnover Tax Act and consumer tax acts. Insofar as deliveries or services are subject to turnover tax and/or similar taxes, such taxes shall, subject to the withholding tax provision in accordance with the following sentence, be payable by the Buyer to us in addition to the price, insofar as the Buyer is not required to pay such taxes to the relevant tax authority as the recipient of the deliveries or services in accordance with applicable law. Insofar as deliveries or services are subject to withholding tax, these taxes shall be payable by the Buyer in addition to the invoice amounts and are to be paid to the relevant tax authority.

b)     Insofar as nothing to the contrary is stated in the order confirmation, our list prices, or alternatively our customary prices, apply.

c)      If the cost factors for the goods change significantly in a period that is more than six (6) weeks after entering into the contract and up to the agreed delivery date, the agreed price may be reasonably adjusted in line with the influence of the authoritative cost factors. This applies, in particular, if:

• • • Our procurement cost of input material or other services for the production of the goods for the Buyer changes significantly;
    • The provision of deliveries or rendering of services for the Buyer are subject to significantly changed and/or additional sovereign taxes, duties or other charges;
    • Our storage, transport or packaging costs change significantly;
    • Our energy, heating costs or fuel prices change significantly;
    • Our rental costs, including subsidiary rental costs for rented premises or production equipment, change significantly;
    • We are required to change the technical infrastructure due to legal requirements and this results in costs that were not foreseeable when the contract was entered into;
    • The other costs relevant to the price calculation change as a result of unforeseeable circumstances beyond our control.

A price adjustment must be equitable; in particular, it may only be made to the extent necessary to compensate the change, taking into account any savings, and may not be established by culpable action on our part. It must be announced in advance in writing with a notice period of at least four (4) weeks by way of stating the reason for such action. At the Buyer’s request, we shall comprehensibly explain the amount of the adjustment.

d)     If we determine after entering into the contract that assumptions that have become part of the contract (sub-section 2 letter c)) are incorrect, the Buyer undertakes to reimburse any additional expenses in accordance with the agreed or, alternatively, our customary rates if we do not submit a supplementary offer.

e)      Insofar as nothing to the contrary is stated in the order confirmation or these terms and conditions, invoices fall due for payment within 14 days and without deduction. In the case of bank transfers, payments made in good time shall be based on availability of the funds for us. If a payment date has not been agreed, the occurrence of default shall be based on the statutory provisions. If the Buyer is in default of payment with a claim, we may declare all other claims against the Buyer immediately due and without deduction.

f)       We are entitled to send invoices to the Buyer electronically. We may also use couriers or representatives for invoicing. Insofar as nothing to the contrary is agreed, we may send the invoice to the Buyer’s generally disclosed address or e-mail address.

g)      We are entitled to offset payments against the oldest due invoice, including if the Buyer has stipulated otherwise. In other respects, the order of repayment in accordance with Section 366 (2) BGB applies to all payments by the Buyer.

h)     If the Buyer fails to comply with the terms and conditions of payment or if it becomes apparent after entering into the contract that our claim to counter-performance is jeopardised by the Buyer’s inability to pay, we shall be entitled to perform outstanding deliveries or services only subject to advance payment in the absence of any other obligation on the part of the Buyer to make advance payments.

i)       If payment by instalments has been agreed, the entire remaining claim shall fall due if the Buyer is in default with at least two consecutive instalments in full or in part. Agreements to defer payment shall become invalid if the Buyer defaults on a payment or the conditions of Section 321 BGB occur with regard to a claim.

5.     Offsetting, retention rights and assignment

a)     The Buyer may only offset claims that are undisputed or have become res judicata. The Buyer is only entitled to exercise retention rights with claims from the same legal relationship that are undisputed or become res judicata.

b)     Assigning claims against us is excluded unless they fall within the area of application of Section 354a HGB (German Commercial Code). We are entitled to assign all claims against the Buyer to third parties. The Buyer shall bear all fees, costs and expenses incurred by us or a third party to whom we have assigned a claim against the Buyer resulting from and in conjunction with successful collection proceedings against the Buyer outside the Federal Republic of Germany.

6.     Delivery and passing of risk

a)     All deliveries are ex works. We assume no liability for the most favourable type of shipping.

b)     Apart from cases of an expressly agreed obligation to be performed at the creditor’s place of business, the risk of loss and deterioration of the goods shall pass to the Buyer upon delivery to the person commissioned with the shipment, irrespective of the transport cost regulation, including if we perform the shipment ourselves. Insofar as nothing to the contrary is agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route and packaging) ourselves.

c)      Insofar as the Buyer makes a request prior to shipping, we shall take out transport insurance to cover the delivery at the Buyer’s expense.

d)     In the event of transport damage, the Buyer is, without delay, to arrange for a report to be made to the responsible authorities and notify us of the damage in text form.

e)      Insofar as nothing to the contrary is agreed, we shall be entitled to make partial deliveries, render partial services and issue corresponding invoices, provided these are not unreasonable for the Buyer in exceptional cases.

7.     Delay in performance and default of acceptance

a)     All dates and deadlines for the provision of deliveries or rendering services by us shall only have binding force if we have expressly designated them as binding.

b)     Even if a time according to the calendar is determined for the delivery or service or the delivery or service is to be preceded by an event and a reasonable time for the delivery or service is determined in such a way that it can be calculated from the event according to the calendar, we shall only be in default by way of a reminder issued by the Buyer.

c)      Performance hindrances for which we are not responsible shall result in a corresponding extension of the delivery or performance period, including if we are already in default. This applies, in particular, to force majeure, war, natural disasters, traffic or operational disruptions, impeded imports, energy and raw material shortages, official measures such as orders and warnings (e.g. in the event of epidemics or pandemics), labour disputes or a breach of the Buyer’s duties or obligations to cooperate. We shall be entitled to withdraw from the contract if the performance hindrance persists for an unknown period of time and the purpose of the contract is jeopardised. If the hindrance lasts longer than two (2) months, the Buyer shall be entitled to withdraw from the contract with regard to the part not yet fulfilled, unless he is entitled to withdraw from the contract as a whole.

d)     The delivery or performance period shall also be extended as long as we negotiate with the Buyer about a change to the delivery or service or submit a supplementary offer after assumptions in our offer, which have become part of the contract, prove to be incorrect.

e)      Compliance with our delivery obligation presupposes the timely and proper fulfilment of the Buyer’s obligations.

f)       Goods notified as ready for delivery must be called off by the Buyer without delay. If the delivery of the goods is delayed for reasons for which the Buyer is responsible, we shall be entitled to store the goods at the Buyer’s expense and risk, adopt all measures suitable for preserving the goods and invoice the goods in full. The same applies if the Buyer does not call off goods notified as ready for delivery within four (4) days. We reserve the right to assert further-reaching claims for damages caused by delay.

8.     Reservation of title

a)     We reserve title to the items delivered by us until receipt of all payments from the entire business relationship. Irrespective of Section 449 (2) BGB, we are entitled to demand the return of the items without cancelling the purchase contract if the Buyer is in default of payment of the purchase price in full or in part.

b)     The Buyer undertakes to treat the delivery item or the items otherwise owned or co-owned by us in accordance with this sub-section 8. The Buyer undertakes, in particular, to insure them adequately at his own expense against fire, water, theft and vandalism damage at replacement value. If maintenance and inspection work is required, the Buyer must perform this in good time at his own expense.

c)      In the event of seizure or other interventions by third parties, the Buyer is to inform us without delay so that we can take legal action in accordance with Section 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse us for the judicial and out-of-court cost of legal action in accordance with Section 771 ZPO, the Buyer shall be liable for the loss we incur.

d)     The Buyer is entitled to process or resell the delivery item in the ordinary course of business. If the Buyer processes the reserved goods, the processing shall occur for us as manufacturer and we shall directly acquire ownership or – if the processing is based on materials of several owners or the value of the processed item is higher than the value of the goods subject to reservation of title – co-ownership of the new item in the proportion of the value of the goods subject to reservation of title to the value of the newly created item. In the event that no such acquisition of ownership were to occur for us, the Buyer transfers to us at this point in time the future ownership or co-ownership in the proportion set out above. If the delivery item is combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item, we shall, insofar as the main item belongs to us, transfer co-ownership of the uniform item to the Buyer on a pro rata basis in the proportion stated in sentence 2. In the event of resale, the Buyer hereby assigns to us all claims in the sum of the final invoice amount, including turnover tax, which accrue to the Buyer from the resale against his customers or third parties. The Buyer shall remain authorised to collect this claim, including after the assignment, provided he has created the conditions for forwarding the amounts collected to us and as long as the conditions for the defence of uncertainty in accordance with Section 321 BGB do not arise. This does not affect our authority to collect the claim ourselves. At our request, the Buyer undertakes to disclose the assignment and hand over the documents and information required to assert the claim.

e)      We undertake to release the securities to which we are entitled at the Buyer’s request to the extent that the value of our securities exceeds the claims to be secured by more than 20%. Selecting the securities to be released is incumbent upon us.

f)       If the extended or prolonged reservation of title as provided for in this sub-section 8 is subject to the rules of private international law of a foreign legal system and is invalid in accordance with the law applicable there, or if additional requirements are necessary for its validity that are not met, the following reservation of title shall apply exclusively: the delivery item shall remain our property up until payment in full has been made.

9.     Warranty

a)     The Buyer’s rights due to material defects are subject to the reservation of proper inspection and notification of defects (obligation to inspect and provide notification of defects in accordance with Section 377 HGB).

b)     We are entitled to rectify the defect at our discretion by repair or delivery of a fault-free item (subsequent performance). The Buyer may only reduce the purchase price or, at his discretion, withdraw from the contract if the subsequent performance fails. Our obligation to bear the expenses required for the purpose of subsequent performance or for taking back the replaced item, in particular transport, travel, labour and material costs, shall be excluded in any case if the expenses increase because the purchased goods have been taken to a place other than the commercial establishment of the Buyer as the recipient after delivery, unless the transfer corresponds to the intended use of the item. The Buyer’s right in accordance with Section 439 (3) BGB to demand the necessary expenses to eliminate the faulty item and install or set up the repaired or delivered fault-free item is limited to 150% of the purchase price of the goods in fault-free condition or 200% of the reduced value due to the defect. The above provisions do not affect the Buyer’s right to compensation.

c)      The Buyer shall only be entitled to recourse claims in accordance with Section 445a BGB if we are responsible for the defect. If the Buyer is held liable by a customer for subsequent performance, he shall only be entitled to recourse claims against us if he has given us the opportunity for subsequent performance. Furthermore, the Buyer shall only be entitled to recourse claims if we would not have been entitled to refuse subsequent performance. Only subsequent performance expenses that have resulted in a successful subsequent fulfilment shall be subject to recourse. If the Buyer has taken back the purchased item or the customer has reduced the purchase price, the Buyer shall only be entitled to recourse claims against us if he could not have averted the return or reduction by subsequent performance. The amount of the Buyer’s right of recourse is limited to the net purchase price of the affected goods.

d)     The statutory provisions on the limitation period shall apply in the event of wilful or grossly negligent breaches of duty, in the event of damage resulting from at least negligent loss of life, physical injury or detrimental effects on health, in the event of claims in accordance with the German Product Liability Act and in the event of assurance (warranty within the meaning of Section 276 (1) BGB) or warranty (Section 443 BGB) or fraudulent concealment of a defect (Section 444 BGB). All other warranty claims of the Buyer shall fall under the statute of limitations after one (1) year. The same applies to:

• • • Claims due to defects in title with the following exception: irrespective of sentence 1, claims due to a defect that consists of a right in rem of a third party, on the basis of which surrender of the purchased item can be demanded, shall fall under the statute of limitations after five (5) years.
    • Claims under a right of recourse, provided the end customer is not a consumer. In such cases, the suspension of expiry in accordance with Section 445b (2) and (3) BGB is also excluded.

e)     For any subsequent improvement, the Buyer is to make available to us the information required for fault diagnosis and rectification, if necessary on request. In the event of subsequent performance on site, we must be given unhindered access to the faulty goods.

f)      If the Buyer makes a claim for subsequent performance and it becomes apparent that a claim for subsequent performance does not exist (e.g. user error, improper handling of the goods, absence of a defect), the Buyer is to reimburse us for all costs incurred in connection with the inspection of the goods and subsequent performance, unless he is not responsible for our claim.

g)     We cannot guarantee that the goods will remain rust-free during storage or transport, including if special greasing or special types of packaging have been agreed, due to the possibility of condensation.

h)     In the case of goods sold as declassified material (e.g. so-called II-a material), the Buyer’s rights due to defects are excluded. The exclusion shall not apply to claims resulting from a warranty provided by us (guarantee within the meaning of Section 276 (1) BGB) or guarantee (Section 443 BGB) or in the event of fraudulent concealment of the defect (Section 444 BGB). The exclusion also does not apply to claims for damages due to at least negligent loss of life, physical injury or detrimental effects on health, claims due to other damage based on an intentional or grossly negligent breach of duty, as well as claims in accordance with the German Product Liability Act.

10.   Limitation of liability

a)     We shall not be liable for simple negligence on the part of our organs, legal representatives, employees or other vicarious agents. This limitation of liability does not apply to

• • • Damage resulting from loss of life, physical injury or detrimental effects on health due to at least negligent breach of duty;
    • Other damage caused by at least grossly negligent breach of duty or at least by negligent breach of material contractual obligations (obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely);
    • Damage that falls within the scope of protection of an assurance (guarantee within the meaning of Section 276 (1) BGB) or guarantee (Section 443 BGB) by us;
    • Claims in accordance with the German Product Liability Act.

b)     With the exception of the cases stated in the previous sub-section ( a) ), our liability for simple negligence or grossly negligent behaviour on the part of our agents who are not legal representatives or senior employees (simple agents) is limited to the damage typically to be expected at the time of entering into a contract and, in the case of a claim for reimbursement of expenses incurred in vain, to the amount of the loss incurred as a result of the interest in executing the contract.

c)      This sub-section 10 also applies to claims for damage by the Buyer resulting from obligations that arise from the start of contract negotiations, initiating a contract or similar business contacts. If a contract is entered into by us and the Buyer, the Buyer waives at this point in time all claims that extend beyond the liability under this sub-section 10.

d)     This sub-section 10 also applies to the Buyer’s tortious claims.

e)      Insofar as liability is excluded or limited under this clause 10, this also applies to the personal liability of our employees, representatives and agents.

f)       Without prejudice to sub-section 9, Letter c), other claims for damages and reimbursement of expenses incurred in vain by the Buyer shall fall under the statute of limitations within one (1) year. This does not apply to damages that fall within the scope of protection of an assurance given by us (guarantee within the meaning of Section 276 (1) BGB) or warranty (Section 443 BGB). Furthermore, this does not apply to claims for damages due to at least negligent loss of life, physical injury or detrimental effects on health, claims due to other damages that are based on an intentional or grossly negligent breach of duty, as well as claims in accordance with the German Product Liability Act.

g)      The Buyer shall indemnify us against all claims of his agents or other third parties employed by him that extend beyond the liability in accordance with this sub-section 10, including claims arising from pre-contractual obligations and similar business contacts.

11.   Place of performance, choice of law, contractual language and place of jurisdiction

a)     The registered office of our company in Augsburg is deemed the place of performance for both parties for contracts with merchants.

b)     These General Terms and Conditions of Sale and the entire legal relationship between us and the Buyer are subject exclusively to German law.

c)      The language of the contract is German. Insofar as translations of these terms and conditions are provided in other languages, only the German version shall be legally binding for the interpretation of the provisions.

d)     If the Buyer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes resulting from the contractual relationship shall be the location of our company headquarters in Augsburg. However, we shall be entitled to bring legal action against the Buyer at a different legal place of jurisdiction. If the conditions of the previous sentence are not met, our registered office in Augsburg is agreed as the place of jurisdiction for all disputes resulting from the contractual relationship in the event that the party against which legal action is to be taken moves its domicile or usual place of residence out of Germany after the contract has been entered into or if its domicile or usual place of residence is not known at the time the legal action is brought.

e)     The invalidity of any provision in these GTCS or of any other provision agreed between us and the Buyer shall not affect the validity of the remaining provisions of these GTCS or of any other agreements.

J.N. Eberle & Cie. GmbH

Gernot Egretzberger

Management