General terms and conditions of sale and purchase of WAKUMA GmbH

Status: August 2022

§ 1 General, scope, place of jurisdiction, data protection

(1) These terms and conditions apply to all current and future business relationships with entrepreneurs. Entrepreneurs within the meaning of the terms and conditions are natural or legal persons or partnerships with legal capacity, with whom a business relationship is entered into, who act in the exercise of a commercial or self-employed professional activity.

(2) Deviating, conflicting or supplementary general terms and conditions, even if they are known, are not part of the contract unless their validity is expressly approved in writing.

(3) If the contractual partner is a merchant, a legal entity under public law or a special fund under public law, our place of business is the place of performance and place of jurisdiction, unless otherwise stated in the order confirmation; however, we are entitled to sue our contractual partner at his place of jurisdiction.

(4) The contractual partner agrees that we can process data obtained in connection with the business relationship, regardless of whether it originates from the contractual partner himself or from third parties, within the meaning of the Federal Data Protection Act.

§ 2 Conclusion of contracts, order placement

(1) Our offers are non-binding. Technical changes as well as changes in shape, color and/or weight remain reserved - especially in the case of new constructions and special designs - within the scope of what is reasonable. We are entitled to place subcontracts.

(2) By ordering a product / a work, the customer makes a binding declaration that he wants to purchase the ordered product / place the order. We are entitled to accept the contract offer contained in the order within two weeks of receipt. Acceptance is based on a written order confirmation. Oral ancillary agreements upon conclusion of the contract and amendments to the contract require our written confirmation in order to be effective.

(3) We reserve the property rights and copyrights to information, in particular illustrations, drawings, calculations and other documents that are passed on to customers or suppliers; they may not be made accessible to third parties. This applies in particular to such written documents and information that are marked as "confidential"; before passing them on, the customer/supplier requires our express written consent.

§ 3 Delivery Time, Dispatch, transfer of risk, acceptance

(1) The delivery time results from the respective agreements. Unless otherwise agreed, the specified delivery date is non-binding. Compliance by us presupposes that all commercial and technical questions between the contracting parties have been clarified and that the customer has fulfilled all his obligations, such as providing the necessary official certificates or permits or making a down payment. If this is not the case, the delivery time will be extended appropriately. This does not apply if we are responsible for the delay. Unless otherwise stated in the order confirmation, delivery “ex works” is agreed.

(2) The packaging is carried out according to technical and commercial aspects. Crates, loading sleds or the like will be charged at cost price. Packaging items that are returned carriage paid will be taken back at two thirds of the price charged, provided they reach us undamaged within 2 months of dispatch. No liability is assumed for the cheapest shipping and transport times, unless we are responsible. We only supply special protective devices to the extent that this has been expressly agreed.

(3) The delivery date is given to the best of our knowledge, but without guarantee. Agreed delivery periods begin on the day the supplier sends the written order confirmation. They are deemed to have been met if the goods are at the agreed place of performance at the agreed time.

(4) The risk is transferred to the customer - even in the case of test deliveries - as soon as the goods have left the factory or the warehouse/location, even if partial deliveries are made or we have taken on other services, e.g. the shipping costs or delivery to have. Insofar as an acceptance has to take place, this is decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after the supplier has reported readiness for acceptance. The customer may not refuse acceptance if there is an insignificant defect.

(5) If the shipment or acceptance of the contractual item is delayed for reasons for which the customer is responsible or if the customer culpably breaches other duties to cooperate, we are entitled to demand compensation for the damage we have incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the item is transferred to the customer at a point in time when he is in default of acceptance.

(6) If we are prevented from fulfilling the contract on time due to procurement, manufacturing or delivery disruptions on our part or on the part of our suppliers (e.g. lack of energy, traffic disruptions, strikes, lockouts, force majeure, etc.), the delivery time will be extended appropriately.

(7) In the event of a delay in delivery, we shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a fixed transaction within the meaning of Section 286 Paragraph 2 No. 4 BGB or Section 376 HGB. We are also liable under the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in further fulfillment of the contract has ceased to exist. We are also liable according to the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents is to be attributed to us. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage. We are also liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is based on the culpable violation of an essential contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.

(8) Otherwise, in the event of a delay in delivery, we shall be liable for each completed week of delay within the framework of a flat-rate compensation for delay amounting to 0.5% of the delivery value, but no more than 5% of the delivery value.

(9) Further legal claims of the customer remain reserved. (10) We are entitled to make partial deliveries to a reasonable extent.

§ 4 Confirmation of Arrival

In the case of intra-community deliveries to an EU member state other than Germany, the customer must submit a confirmation of arrival in accordance with the requirements of Section 17 a of the Value Added Tax Implementation Ordinance (UStDV) in its currently valid version, with which he confirms that the delivery item will reach the rest of the community area is. Unless otherwise specified by us, the customer must use a template provided by us to submit the confirmation of arrival. The confirmation of arrival must be signed by hand or sent electronically.

§ 5 Sample Material

Each machine is thoroughly tested before shipment. The original material required for adjustment and testing must be sent to us free of charge at our request. We are not liable for returning the entire amount, damage or cancellation.

§ 6 Software Use

If software is included in the scope of delivery, the customer is granted a non-exclusive right to use the software supplied, including its documentation. It is made available for use on the contractual object intended for this purpose. Use of the software on more than one system is prohibited. The customer may only copy, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§§ 69 a ff. UrhG). The customer undertakes not to remove manufacturer information - in particular copyright notices - or to change them without our prior express consent. All other rights to the software and the documentation including the copies remain with us or with the software supplier. Sublicensing is not permitted.

§ 7 Retention of title

(1) We reserve title to the delivered goods and services until full payment has been made of all claims that have arisen or will arise from the business relationship with the customer - regardless of the type and legal basis. If the customer behaves in breach of contract, in particular default in payment, we are entitled to exercise our legal rights and take back the goods.

(2) The customer may process and sell the reserved goods in the ordinary course of business as long as he is not in default of payment. Extraordinary dispositions such as pledging, transfer by way of security and any assignment are not permitted.

(3) In the event of attachments or other interventions by third parties, the customer must inform us immediately in writing. In the event of a lawsuit under Section 771 ZPO, the customer must reimburse us for the court and out-of-court costs, insofar as these are not reimbursed by third parties.

(4) The customer hereby assigns to us as security the claims arising from the resale or any other legal reason (insurance/tort) with regard to the goods subject to retention of title. The customer is revocably authorized to collect the claims assigned to us in his own name. Our authority to collect the claim itself remains unaffected. The direct debit authorization will only be revoked if the customer is in default of payment, an application has been made to open insolvency proceedings or payments have been suspended. Upon request, the customer must inform his contractual partner of the assignment in writing, provide us with all information, submit and hand over documents and issue bills of exchange. In addition, the customer must allow us access to the reserved goods still in his possession and send an exact list of the goods, separate the goods and hand them over.

(5) The customer also assigns to us the claims to secure our claims against him, which arise against a third party through the connection of the goods delivered by us with a property.

(6) If the realizable value of the retained securities exceeds the claim to be secured by more than 10%, we will release securities of our choice at the customer's request. The customer bears the burden of proof that the retained securities exceed 10%; we are responsible for selecting the securities to be released.

(7) The customer must keep the delivery item in proper condition during the retention of title and have all necessary or planned maintenance and repair work carried out immediately. The customer is obliged to adequately insure the purchased item at his own expense against fire, water and theft damage at replacement value.

§ 8Remuneration, Damages

(1) The offered price is binding. Prices do not include sales tax and apply ex works without packaging. If taxes, customs duties, freight, fees or expenses are increased or newly introduced or reduced or abolished between the conclusion and fulfillment of the contract, we are entitled to increase or reduce the purchase price accordingly. The prices apply for one month from the day the contract is concluded, unless a fixed price has been agreed. If a delivery period of more than four months has been agreed or in the case of continuing obligations that last longer than 4 months, we are entitled to offset any cost increases that have occurred in the meantime for the procurement/delivery, including those caused by changes in the law (e.g. increase in sales tax) through price increases to a corresponding extent to pass on to the customer.

(2) We are entitled to demand a reasonable payment on account or advance payment if after the order has been placed there is a significant deterioration in the customer's financial situation or if we only become aware of such a situation after the order has been placed. In the event of subsequent knowledge of the customer's insufficient ability to pay, we are also entitled to withdraw from the contract if our claim for payment appears to be at risk.

(3) The respective terms of payment are specified in the offer. Deduction of discount requires special written agreement.

(4) The customer only has the right to offset if his counterclaims have been legally established or recognized by us or are undisputed. The customer can only exercise a right of retention if his counterclaim is based on the same contractual relationship.

(5) If the customer is in default of payment, we are entitled to exclude the customer from further deliveries, even if the corresponding delivery contracts have already been concluded.

(6) If the customer is in arrears with acceptance, the fulfillment of his payment obligations or the provision of an agreed security, we are entitled, after setting a reasonable grace period, to demand compensation for non-performance and/or to withdraw from the contract. Irrespective of the possibility of an actually higher damage, we are entitled to claim 20% of the sales price as damages without proof. However, the contractual partner is expressly permitted to prove that no damage has occurred at all or that it is significantly lower than the flat rate.

§ 9 Liability for Defects

(1) Claims for defects by the customer presuppose that they have properly fulfilled their inspection and notification obligations under Section 377 of the German Commercial Code.

(2) If there is a defect in the purchased item, the customer is entitled to choose between supplementary performance in the form of remedying the defect or delivery of a new item free of defects. In the event that the defect is remedied or a replacement delivery is made, we are obliged to bear all of the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, insofar as these do not increase as a result of the purchased item being transported to a location other than the place of performance was spent.

(3) We are liable according to the statutory provisions if the customer asserts claims for damages based on intent or gross negligence. Insofar as we are not accused of intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.

(4) We are liable in accordance with the statutory provisions if we culpably breach an essential contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage. A material contractual obligation exists if the breach of duty relates to an obligation that the customer relied on and could also rely on being fulfilled.

(5) If the customer is otherwise entitled to compensation for damage instead of performance due to a negligent breach of duty, our liability is limited to compensation for foreseeable, typically occurring damage.

(6) Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

(7) Unless otherwise agreed above, liability is

excluded.

(8) The limitation period for claims for defects is 12 months, calculated from the transfer of risk. This does not apply if the purchased item is usually used for a building and has caused the defect. The statute of limitations in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected.

Section 10 Joint Liability

(1) Any further liability for damages than that provided for in Section 6 is excluded. This applies in particular to claims for damages resulting from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with § 823 BGB. This also applies if the customer demands compensation for useless expenses instead of a claim for compensation for the damage.

(2) Insofar as the liability for damages towards us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, employees, employees, representatives and vicarious agents.

§ 11 Conditions of Purchase

(1) The supplier is obliged to accept our order within a period of 2 weeks. UN sales law applies.

(2) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production based on our order; after the order has been processed, they must be returned to us without being asked. They are to be kept secret from third parties.

(3) The price stated in the order is binding. In the absence of any written agreement to the contrary, the price includes delivery “free domicile”, including packaging. The return of the packaging requires a special agreement. Statutory sales tax is included in the price, unless otherwise expressly agreed or shown.

(4) Unless otherwise agreed, we shall pay the net purchase price within 30 days, calculated from delivery and receipt of the invoice.

5. (5) The delivery time specified in the order is binding.

6. (6) Unless otherwise agreed, delivery shall be free domicile

(7) We are obliged to check the goods for any deviations in quality and quantity within a reasonable period of time; the complaint is timely if it is received by the supplier within a period of five working days, calculated from receipt of the goods or, in the case of hidden defects, from discovery.

(8) We are entitled to the statutory claims for defects in full; In any case, we are entitled to demand that the supplier rectify the defect or deliver a new item, at our discretion. The right to damages, in particular to damages instead of performance, remains expressly reserved.

(9) We are entitled to remedy the defect ourselves at the supplier's expense if the supplier is in default.

(10) The limitation period is 36 months, calculated from the transfer of risk, unless the mandatory provisions of §§ 478, 479 BGB apply.

(11) Insofar as the supplier is responsible for product damage, he is obliged to indemnify us from claims for damages by third parties upon first request if the cause lies within his sphere of control and organization and he is himself liable in the external relationship.

(12) As part of its liability for damage within the meaning of paragraph 11, the supplier is also obliged to reimburse any expenses pursuant to Sections 683, 670 BGB and Sections 830, 840, 426 BGB that result from or in connection with a recall campaign carried out by us. Other legal claims remain unaffected.

(13) The supplier undertakes to maintain product liability insurance with a flat rate of coverage of EUR 10 million per personal injury/property damage; if we are entitled to further claims for damages, these remain unaffected.

(14) The supplier guarantees that no (property) rights of third parties within the Federal Republic of Germany are violated in connection with his delivery. If a claim is made against us by a third party due to an infringement of industrial property rights, the supplier is obliged to indemnify us from these claims on the first written request. The supplier's obligation to indemnify relates to all expenses that we inevitably incur from or in connection with a claim by a third party.

(15) If we provide parts to the supplier, we reserve title to them. Processing or transformation by the supplier is carried out for us. If our reserved goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus sales tax) to the other processed items at the time of processing.

The same applies in the case of mixing, with the proviso that co-ownership is transferred to us proportionately if the mixing takes place in such a way that the supplier's item is to be regarded as the main item. The supplier shall store the (sole) property for us free of charge.

(16) We reserve ownership of tools provided; the supplier is obliged to use the tools exclusively for the production of the goods we have ordered. The supplier is obliged to insure the tools belonging to us at replacement value against fire, water and theft damage at his own expense. At the same time, the supplier hereby assigns to us all claims for compensation from this insurance; We accept the assignment.

(17) Insofar as the security rights to which we are entitled according to paragraphs 15 and 16 exceed the purchase price of all our unpaid reserved goods by more than 10%, we are obliged to release the security rights of our choice at the request of the supplier.