Terms and Conditions

The following conditions also apply to

I. General Provisions
(1) The following delivery conditions apply exclusively to the scope of deliveries or services (hereinafter referred to as deliveries); TK Gruppe GmbH (hereinafter referred to as supplier) does not recognise any conflicting or deviating conditions of the customer unless their validity is expressly agreed to in writing. The delivery conditions also apply if the delivery is carried out without reservation despite knowledge of conflicting or deviating conditions of the customer. (2) The delivery conditions only apply to entrepreneurs within the meaning of Section 310 Paragraph 1 of the German Civil Code (BGB).

II. Prices and payment terms
(1) Prices are quoted ex works, excluding packaging, plus the applicable statutory sales tax. (2) Payments are to be made free to the supplier's payment office. (3) The purchaser may only offset claims that are undisputed or legally established. (4) The supplier is entitled to assign its claims from deliveries and services for financing purposes.

III. Retention of title
(1) The items delivered (reserved goods) remain the property of the supplier until all claims against the customer arising from the business relationship have been fulfilled. If the value of all security rights to which the supplier is entitled exceeds the amount of all secured claims by more than 10%, the supplier will release a corresponding portion of the security rights at the customer's request. (2) While the retention of title exists, the customer is prohibited from pledging or transferring the goods as security and is only permitted to resell the goods to resellers in the normal course of business and only on the condition that the reseller receives payment from its customer or makes the reservation that ownership will only pass to the customer when the customer has fulfilled its payment obligations. The customer hereby assigns to the supplier all claims in the amount of the invoice amount (including sales tax) of the supplier that the customer has from the resale against its customer or third parties, regardless of whether the delivery item was resold without or after processing. The purchaser remains authorized to collect this claim even after assignment. The supplier's authority to collect the claim itself remains unaffected by this. The supplier undertakes, however, not to collect the claim as long as the purchaser meets his payment obligations from the proceeds received, does not fall into arrears and, in particular, no application for the opening of insolvency proceedings has been made or payments have been suspended. However, if this is the case, the supplier can demand that the purchaser inform the supplier of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and inform the debtors (third parties) of the assignment. (3) The purchaser is obliged to treat the purchased item with care; in particular, he is obliged to insure it at his own expense against fire, water and theft damage to the replacement value. (4) If the customer processes, combines or mixes the reserved goods with other goods, the supplier is entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If the supplier's ownership expires due to combination or mixing, the customer hereby transfers to the supplier the ownership rights to the new inventory or item to which he is entitled to the extent of the invoice value of the reserved goods and stores them free of charge for the supplier. The co-ownership rights arising from this are considered reserved goods within the meaning of paragraph 1. (5) In the event of seizures, confiscations or other dispositions or interventions by third parties, the customer must notify the supplier immediately so that the supplier can file a lawsuit in accordance with Section 771 of the Code of Civil Procedure. If the third party is unable to reimburse the supplier for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 of the Code of Civil Procedure, the customer is liable for the loss incurred by the supplier. (6) In the event of breach of duty by the purchaser, in particular in the event of late payment, the supplier shall be entitled to withdraw from the contract and take back the goods after the expiry of a reasonable deadline set for the purchaser; the statutory provisions on the dispensability of setting a deadline remain unaffected. The purchaser is obliged to hand over the goods. The application for the opening of insolvency proceedings

ongoing business relationships are expressly agreed upon.

entitles the supplier to withdraw from the contract and to demand the immediate return of the delivery item.

IV. Deadlines for deliveries; delay
(1) Compliance with delivery deadlines requires the timely receipt of all documents to be provided by the customer, the necessary approvals and releases, and compliance with the agreed payment terms and other obligations by the customer. If these requirements are not met in a timely manner, the deadlines shall be extended accordingly; this shall not apply if the supplier is responsible for the delay. (2) If non-compliance with the deadlines is due to force majeure, e.g. mobilization, war, riots, or similar events, e.g. strikes, lockouts, the deadlines shall be extended accordingly. (3) If the supplier is in default, the customer can - provided he can credibly demonstrate that he has suffered damage as a result - demand compensation for each completed week of the delay of 0.5%, but a maximum of 5% of the price for the part of the deliveries that could not be put into appropriate operation due to the delay. (4) Both claims for damages by the customer due to delayed delivery and claims for damages instead of performance that exceed the limits specified in No. 3 are excluded in all cases of delayed delivery, even after expiry of a deadline set for the supplier to deliver. This does not apply in cases of intent, gross negligence or injury to life, body or health where liability is mandatory. The customer can only withdraw from the contract within the framework of the statutory provisions if the delay in delivery is the responsibility of the supplier. The above provisions do not involve a change in the burden of proof to the detriment of the customer. (5) The customer is obliged to declare, at the supplier's request, within a reasonable period of time whether he is withdrawing from the contract due to the delay in delivery or whether he is insisting on delivery. (6) If dispatch or delivery is delayed at the customer's request for more than one month after notification of readiness for dispatch, the customer can be charged storage fees of 0.5% of the price of the items being delivered for each month or part thereof, but not more than 5% in total. The contracting parties remain free to provide evidence of higher or lower storage costs.

V. Transfer of Risk
(1) The risk passes to the customer even in the case of freight-free delivery when the delivery has been dispatched or picked up. At the customer's request and expense, deliveries will be insured by the supplier against the usual transport risks. (2) If the dispatch, delivery, acceptance into the customer's own company or trial operation is delayed for reasons for which the customer is responsible, or if the customer defaults on acceptance for other reasons, the risk passes to the customer.

VI. Acceptance, partial deliveries
(1) The Purchaser may not refuse to accept deliveries due to minor defects. (2) The Supplier is entitled to make partial deliveries.

VII. Material Defects
All parts or services that exhibit a material defect within the limitation period - regardless of the operating time - must be repaired, replaced or provided again free of charge at the supplier's discretion, provided that the cause of the defect already existed at the time of transfer of risk. (2) Claims for material defects expire after 12 months. This does not apply if the law prescribes longer periods, or in cases of injury to life, body or health, in the event of an intentional or grossly negligent breach of duty by the supplier, or in the event of fraudulent concealment of a defect. The statutory provisions on suspension of the expiry, suspension and restart of the periods remain unaffected. (3) The customer must immediately notify the supplier of material defects in writing. (4) In the event of complaints about defects, payments by the customer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The customer may only withhold payments if a complaint about defects is made and there can be no doubt about its justification. Successful

General terms and conditions of business

the complaint of defects is unjustified, the supplier is entitled to demand reimbursement of the expenses incurred from the customer. (5) The supplier must first be given the opportunity to remedy the defect within a reasonable period of time. (6) If the remedy fails, the customer can - without prejudice to any claims for damages in accordance with Art. X. - withdraw from the contract or reduce the remuneration. (7) Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground or that arise due to special external influences that are not assumed under the contract, as well as in the case of non-reproducible software errors. If the customer or third parties make improper changes or repairs, no claims for defects can be made for these or the consequences resulting from them. (8) Claims by the customer for expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded to the extent that the expenses increase because the object of the delivery was subsequently moved to a location other than the customer's branch, unless the transfer corresponds to its intended use. (9) The customer's recourse claims against the supplier pursuant to Section 478 of the German Civil Code (entrepreneur's recourse) only exist to the extent that the customer has not made any agreements with his purchaser that go beyond the statutory claims for defects. No. 8 also applies accordingly to the scope of the customer's recourse claim against the supplier pursuant to Section 478 Paragraph 2 of the German Civil Code. (10) Art. X. (other claims for damages) also applies to claims for damages. Any further claims by the customer against the supplier and his vicarious agents due to a material defect or any claims other than those regulated in this Art. VII. are excluded.

VIII. Industrial property rights and copyrights; defects of title (1) Unless otherwise agreed, the supplier is obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter: property rights) only in the country of the place of delivery. If a third party makes justified claims against the customer due to the infringement of property rights by deliveries provided by the supplier and used in accordance with the contract, the supplier is liable to the customer within the period specified in Art. VII. No. 2 as follows: a) The supplier will, at its own discretion and at its own expense, either obtain a right of use for the deliveries in question, modify them so that the property right is not infringed, or replace them. If the supplier is unable to do this under reasonable conditions, the customer is entitled to the statutory rights of withdrawal or reduction. b) The supplier's obligation to pay damages is governed by Art. X. c) The supplier's obligations mentioned above only apply if the customer immediately notifies the supplier in writing of the claims asserted by the third party, does not acknowledge an infringement and the supplier reserves all defensive measures and settlement negotiations. If the customer stops using the delivery to minimize damage or for other important reasons, he is obliged to inform the third party that stopping use does not constitute an acknowledgement of an infringement of property rights. (2) The customer's claims are excluded if he is responsible for the infringement of property rights. (3) The customer's claims are also excluded if the infringement of property rights is caused by special specifications of the customer, by an application that the supplier could not foresee or by the fact that the delivery is modified by the customer or used together with products not supplied by the supplier. (4) In the event of infringements of property rights, the provisions of Art. VII. Nos. 4, 5 and 9 shall apply accordingly to the claims of the Purchaser regulated in No. 1 a). (5) In the event of other legal defects, the provisions of Art. VII shall apply accordingly. (6) Any further claims of the Purchaser against the Supplier and its vicarious agents due to a legal defect or claims other than those regulated in this Art. VIII shall be excluded.

IX. Impossibility; Contract Adjustment
(1) If delivery is impossible, the customer is entitled to claim damages, unless the supplier is not responsible for the impossibility. However, the customer's claim for damages is limited to 10% of the value of the part

the delivery which cannot be put into appropriate operation due to impossibility. This restriction does not apply in cases of mandatory liability in cases of intent, gross negligence or injury to life, body or health; this does not involve a change in the burden of proof to the detriment of the customer. The customer's right to withdraw from the contract remains unaffected. (2) If unforeseeable events within the meaning of Art. IV. No. 2 significantly change the economic significance or content of the delivery or have a significant impact on the supplier's operations, the contract will be appropriately adjusted in good faith. If this is not economically justifiable, the supplier has the right to withdraw from the contract. If the supplier wishes to exercise this right of withdrawal, it must notify the customer of this immediately after realizing the significance of the event, even if an extension of the delivery time was initially agreed with the customer.

X. Other claims for damages
(1) The customer's claims for damages and reimbursement of expenses (hereinafter: claims for damages), regardless of the legal basis, in particular due to breach of obligations arising from the contractual relationship and tort, are excluded. (2) This does not apply in cases of mandatory liability, e.g. under the Product Liability Act, in cases of intent, gross negligence, injury to life, body or health, or breach of essential contractual obligations. The claim for damages for the breach of essential contractual obligations is, however, limited to the damage that is typical for the contract and foreseeable, unless there is intent or gross negligence or liability due to injury to life, body or health. The above provisions do not involve a change in the burden of proof to the detriment of the customer. (3) To the extent that the Purchaser is entitled to claims for damages under this Article X, these shall expire upon expiry of the limitation period applicable to claims for material defects pursuant to Article VII No. 2. In the case of claims for damages under the Product Liability Act, the statutory limitation provisions shall apply.

XI. Place of performance, jurisdiction and applicable law
(1) The place of performance for all delivery obligations of the supplier is its registered office. (2) If the customer is a merchant/entrepreneur, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of the supplier. However, the supplier is also entitled to sue at the registered office of the customer. (3) German substantive law applies to the legal relationships in connection with this contract, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The international jurisdiction of the German court in accordance with paragraph 2 is agreed.

XII. Binding nature of the contract
The contract remains binding in its remaining parts even if individual provisions are legally ineffective. This does not apply if adhering to the contract would represent an unreasonable hardship for one of the parties.

TK Gruppe GmbH , Hauptstraße 129, 69207 Sandhausen as of September 2024