Terms and Conditions of Sale and Delivery of the HOMAG Groupfor foreign delivery transactions No. 07/2019
Effective as of January 1, 2019
I.

General, scope of application(1)

All offers, deliveries and other services of all German companiesof the HOMAG Group made in respect of the customers listed in
Section (2) shall be subject to the following TERMS AND CONDITIONS OF SALE AND DELIVERY OF THE HOMAG GROUP FOR
FOREIGN DELIVERY TRANSACTIONS exclusively. German
Companies of the HOMAG Group are all companies affiliated with
HOMAG Group AG located within the Federal Republic of Germany. Counter-confirmations of the customer referring to its own
general terms and conditions and/or terms and conditions of purchase are hereby objected to. Deviating or contrary general terms
and conditions of the customer can only become part of the supply
contract if they have been expressly accepted by us in writing. Our
TERMS AND CONDITIONS OF SALE AND DELIVERY OF THE
HOMAG GROUP FOR FOREIGN DELIVERY TRANSACTIONS
shall also apply to all future offers, deliveries and other services
provided to the customer, even if they are not expressly agreed
upon again.

(2)

Our TERMS AND CONDITIONS OF SALE AND DELIVERY OF
THE HOMAG GROUP FOR FOREIGN DELIVERY TRANSACTIONS shall apply only in respect of customers located abroad(outside the Federal Republic of Germany), and who are acting in
relation to their business and commercial activities when contract
is concluded. Our TERMS AND CONDITIONS OF SALE AND
DELIVERY FOR DOMESTIC DELIVERY TRANSACTIONS shallapply only to our customers located in the Federal Republic of
Germany.

II.

Contract documents, conclusion of the supply contract, thecustomer's information obligations(1)

Our offers shall be subject to confirmation and non-binding, unlessthey are expressly and in writing indicated as binding or contain aspecific acceptance period. This shall also apply if we have provided the customer with drawings, plans, catalogues, samples,
cost estimates and other documents as well as software, if any.

(2)

A binding supply contract shall be concluded only upon the customer signed our written offer in due time, provided that this written
offer was expressly indicated by us as binding or contains a specific acceptance period; in all other cases, a binding supply contract
shall be concluded only upon our written order confirmation or thesigning of a written contract by both parties.

(3)

(4)

(5)

We reserve all rights in ownership, copyrights and all intellectual
property rights (including the right to file applications for theserights) in all drawings, plans, catalogues, samples, cost estimates,
other documents and software provided to the customer prior to or
after the conclusion of a supply contract. The aforementioned documents, in particular also offers and order confirmations as well assoftware, are confidential and shall only be used for the conclusionand execution of the corresponding supply contract between us
and the customer (“Intended Purpose”) and shall only be provided
to third parties upon our prior written consent. The confidentiality
obligation and the prohibition of use for any other than the Intended Purpose shall also apply if no supply contract is concluded andshall survive the termination of the supply contract, irrespective of
how the supply contract ends.
If no supply contract is concluded between us and the customer,
any documents and software already provided to the customer
shall be returned to us in full upon first request. In doing so, thecustomer shall ensure and confirm to us in writing that it does nothave any copies, transcripts, films or copies on data carriers andthat it did not share any of the above with a third party. Any retention right of the customer regarding documents and software thereturn of which is requested by us shall be excluded – irrespectiveof its legal basis.

(6)

A warranty for the suitability of the delivery item for a specific use
is granted only, if we have warranted such suitability in the supply
contract in writing.

III.

Scope of delivery, reservation of the right to make changes(1)

Content and scope of our performance obligation shall be determined exclusively by the content of (i) our written offer indicated byus as binding or containing a specific acceptance period respectively, (ii) our written order confirmation or (iii) the written supply
contract signed by both parties. All information regarding the delivery item provided in catalogues, product descriptions, data sheets,
plans, non-binding offers, drawings, specifications, in particular information on the availability, performance data, quantity, dimension, use, color, etc., are non-binding; they shall only become a legally binding part of the supply contract if and to the extent they
are expressly referred to in (i) our written offer indicated by us asbinding or containing a specific acceptance period, (ii) our written
order confirmation and/or (iii) the written supply contract signed byboth parties; in this regard, information and features only represent
warranted characteristics if they are expressly identified as such inwriting.

(2)

Certain delivery items can be delivered as "tapio ready". Thismeans that these delivery items are equipped with a device which
technically enables the use of the delivery item in connection withoffers available on the digital platform "tapio" for the value-added
chain in the wood industry. This does not constitute any claim of
the customer to use the offers provided on the tapio platform. A
usage of such offers requires the customer’s registration on thetapio platform, the authorization of the customer by the platform
operator, the acquisition of a specific offer intended to be used forthe delivery item as well as the corresponding activation of the delivery item. As long as these requirements are not fulfilled, the"tapio ready" function only ensures that, upon switching on the delivery item, a connection to the operation service of the tapio platform is automatically established in order to check on the basis of
the delivery item’s machine number whether the delivery item is already activated for the use of an offer available on the tapio platform.

(3)

Side agreements and supplements/amendments to the supply
contract shall only be valid if and to the extent as they are confirmed by us in writing.

(4)

Our order acceptance, order confirmation and contract signing
shall be subject to the confirmation of cover by our commercial
credit insurance or any other form of security for our payment
claims, e.g., a bank guarantee.

(5)

If a change in applicable law or the state of the art during the termof the supply contract requires a change to the scope of delivery
and performance, we will inform the customer accordingly. To theextent that a change to the scope of delivery and performance iseither required by law or requested by the customer, a supplementagreement shall be concluded. We are entitled to an extension of
the contractually agreed time schedule. Further, we are entitled toreimbursement of additional costs caused by changes requestedby the customer. We will inform the customer without undue delayof any effects on the time schedule or costs and submit a supplementary offer. We shall not be obliged to perform as long as noagreement has been concluded on the supplementary offer.

(6)

We reserve the right to change the design or materials to theextent that the delivery item’s customary use or its use required by
the supply contract is not significantly impaired and the changes
are reasonable to the customer.

(7)

If the delivery item is manufactured in accordance with customer's
demands and is not a serial product manufactured by us (customized designs), the pertaining documentation may deviate from ourdocumentation standard as well as from the documentation standard customary throughout the HOMAG Group. In particular, scope,
form and function of the documentation can deviate and/or be lesscomprehensive.

IV.

Prices, payment(1)

Unless otherwise specifically agreed in writing, prices shall be Ex
Works (EXW Incoterms 2010). All additional costs such as packaging, shipping, insurance as well as value-added taxes and allother taxes and duties are not included. The costs for packaging,

Prior to any conclusion of a supply contract, the customer shallinform us in writing if the requested delivery item--

is not intended to be exclusively fit for customary use;
will be used under unusual conditions or under conditions
placing higher demands on the delivery item or representing
an increased risk to health, safety or the environment; oris intended for the processing of unusual materials.

HOMAG Group AG, Homagstraße 3-5, 72296 Schopfloch, Germany

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shipping as well as for insurances expressly requested by the customer shall be separately charged at the prices applicable at thetime the costs are incurred. If we exceptionally take over the unloading and bringing-in of the delivery item, we may, in addition to
the agreed price, demand from the customer reimbursement of thenecessary costs incurred for the unloading and bringing-in of thedelivery item. If we have also assumed the installation, assemblyor commissioning, the customer shall also bear – unless otherwise
agreed in writing – in addition to the agreed price for the delivery,
all costs incurred for the installation, assembly or commissioning
according to the price list applicable at the time the work is performed.
(2)

The prices quoted shall only be valid for the respective supply
contract. The agreement of a fixed price shall require an express
written agreement.

(3)

If the customer decides after entering into the contract to process
the order using a leasing company with we do not have an ongoing business relationship, we are entitled to request a flat-rate surcharge from the customer of 3% of the net order value up to a
maximum amount of 10,000 €. The customer is entitled to provethat no additional costs were incurred or that these are considerably lower.

(4)

The payment terms agreed with the customer shall apply. Unlessotherwise expressly agreed in writing, we may request from thecustomer an advance payment in the amount of the material costsof the delivery item as well as payment according to the work progress. Prior to delivery, at least 90% of the contract price must be
paid to us. Payments shall be made in the currency specified in
our offer or order confirmation. Unless otherwise expressly agreed
in writing, invoices shall be due for payment in full within 10 days
from the date of the invoice.

(5)

(6)

Payments shall be made free of charge and without any deductions to our bank account indicated in the invoice. Irrespective of
the method of payment, payment shall only be deemed to havebeen made when the full invoice amount has been irrevocably
credited to our bank account so that we can dispose it (receipt of
payment). All additional costs arising from the method of payment
chosen by the customer, shall be borne by the customer.
If the customer fails to pay the contract price within 10 days after
the date of the invoice or within any deviating, expressly agreed
payment period in writing respectively, we may demand interest of
9% p.a. above the main refinancing interest rate of the European
Central Bank without the need for a reminder and without prejudice to any other legal remedies. We reserve the right to prove
higher actual damage. Our rights under Section VI. paragraph (1)shall remain unaffected.

(7)

Any set-off by the customer shall only be permissible with regard
to legal claims of the customer that have been recognized by us or
have been finally adjudicated. To the extent permitted by law, any
rights of retention of the customer are excluded.

(8)

In case of agreed installment payment, the entire remaining debt,
including all bills of exchange not yet due, shall become due for
immediate payment if the customera) is in default of payment of an installment for 14 days; orb) is in default of payment with at least two installments in whole
or in part and the amount in arrears is 10% or more of the contract price; orc) has stopped its payments or is subject to an insolvency application regarding its assets or is subject to foreign proceedings
having the same purpose and effect as the insolvency application.
The costumer shall pay interest in the amount of 9% p.a. above
the main refinancing interest rate of the European Central Bank on
the remaining debt due for payment.

V.

Delivery period, delay in delivery, impossibility of performance, doubts as to the creditworthiness, takeover of the delivery item

(1)

The delivery period shall be agreed between the contractual parties. Delivery on time requires the timely submission of all documents to be provided by the customer and the complete clarification of the technical and commercial questions to be answered by

HOMAG Group AG, Homagstraße 3-5, 72296 Schopfloch, Deutschland

the customer as well as the details to be provided by the customer
regarding the demanded design, including the approval of plans. If
these requirements are not complied with in time, we will reasonably extend the delivery periods and dates. The time in which thecustomer is in default with an agreed payment shall not be considered for the delivery period, i.e. the delivery period shall be extended by the time the default in payment exists.
(2)

Unless otherwise expressly agreed in writing, the delivery period
shall be deemed met if we have notified the customer of the readiness for shipment within the delivery period or the delivery item
has left the manufacturing plant.

(3)

The delivery period shall be reasonably extended if we are unable
to meet our delivery obligation, or unable to meet our delivery obligation on time, due to circumstances beyond our control andwhich were not reasonably foreseeable at the time the supply contract was concluded. Circumstances beyond our control shall inparticular include the failure of our suppliers to deliver properly andon time, force majeure, labor disputes as well as delays in obtaining government approvals. We shall inform the customer as soon
as possible about the beginning and the end of the respective circumstance. If the impairment lasts longer than six months or if it
has been established that it will last for more than six months, boththe customer and we may declare the cancellation of the supply
contract. In all of these cases, any liability for damages vis-à-vis
the customer shall be excluded.

(4)

If we are culpably in delay of delivery due to a circumstance weare responsible for, the customer may, after having set a reasonable grace period of at least 90 days in writing, which lapsed unsuccessfully, rescind from the supply contract within another eight
calendar weeks – calculated from the last day of the grace period
set. If the customer does not exercise this right in writing within thistime period or if the delivery item is ready for delivery prior to thereceipt of the customer's rescission declaration by us, the customer loses the right to rescind from the supply contract (= forfeiture).

(5)

To the extent permitted by law, any further contractual or noncontractual claims, in particular any liability or damages claims ofthe customer against us due to a delay in delivery shall be excluded – irrespective of whether or not we are responsible for the delay
in delivery.

(6)

In case of a partial impossibility of performance, the customer may
only rescind from the supply contract if a partial delivery is demonstrably of no interest to it. If this is not the case, the customer shall
pay the contract price proportional in the amount of the partial service or partial delivery. If the impossibility of performance occurs
during default in taking over the delivery item or due to customer's
fault, the customer shall remain obliged to pay the full contract
price. If neither we nor the customer are responsible for the impossibility of performance, we shall be entitled to a remuneration
proportional in the amount of the work performed by us. In all otherrespects, Section XII. shall apply.

(7)

If, after the conclusion of the supply contract, we become aware of
any circumstances that justify reasonable doubts as to the customer's solvency or creditworthiness and on the basis of which our
payment claim under the concluded supply contract is at risk, we
may refuse our performance until the payment under the concluded supply contract has been received or a security for the payment
has been provided, and the customer has fulfilled any other due
payment claims of the companies of the HOMAG Group.

(8)

Unless otherwise expressly agreed in writing, the customer shalltake over the delivery item within 10 days after the receipt of thenotification that the delivery item is ready for shipment at our manufacturing plant. If this takeover period is exceeded by more than 5days, this shall be deemed as a material breach of the supply contract and we may – without prejudice to other legal remedies – arrange the shipment of the delivery item to the customer and all associated formalities at customer’s expense. If the delivery item is
not taken over, this shall not affect the customer's obligation to pay
the contract price. We may, at our sole discretion, instead of shipping the delivery item to the customer, also dispose otherwise of
the delivery item and deliver to the customer a substitute delivery
item within a reasonably extended delivery period. The below provisions of Section VI. regarding any default in taking delivery shallremain reserved.

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VI.

Default in taking over the delivery, postponement of the delivery date at the customer's request(1)

If the customer is in default in taking over the delivery item or indefault of payment of the contract price, we may, after having set a
short grace period, rescind from the supply contract and/or request
damages in lieu of performance. If we assert damages in lieu ofperformance, we may – without providing any evidence – request
damages-in the amount of 20% of the contract price, if the delivery item
is a serial or standard product; or-in the amount of 100% of the contract price, if the delivery item
is a custom-made product according to the special demands ofthe customer.

To the extent that the customer does not desire such an insurance
by us, the customer shall insure the delivery item at the reinstatement value from the passing of risk and until the contract price has
been paid in full. If the customer does not provide evidence within
10 days after the conclusion of the supply contract at the latestthat such an insurance has been concluded in its name and at its
expense, we may conclude the specified insurance contracts atthe customer's expense; the customer hereby irrevocably grants
us the corresponding power of attorney.
VIII. Preparation of assembly work, etc.
(1)

However, we reserve the right to provide evidence of and assert
any higher actual damage. Moreover, the rules resulting from thestatutory provisions regarding the determination of damages shallremain unaffected to the extent that we have already completely
fulfilled our contractual obligations.
(2)

(3)

To the extent that we have expressly and in writing agreed ondelivery, installation, assembly and or commissioning services withthe customer and have agreed on a respective date, the customer
shall prepare the place of performance in a timely manner at its
expense so that the planned work can be carried out. In particular,
the customer shall make the following available at the place of performance in a timely manner:-

If the customer is in default in taking over the delivery, we may
charge any additional expenses, in particular storage costs. If westore the delivery item with third parties, we may request from thecustomer the storage costs charged by such third party as well as
the transportation costs to the place of storage. If we store the delivery item at our premises, we may, without providing evidence,
request from the customer a storage fee in the amount of 0.1% of
the contract price for each commenced week of the default in taking over the delivery and/or the delay, however, no more than 5%of the contract price. We reserve the right to provide evidence of ahigher damage.

--

If we request damages from the customer in case of a default intaking over the delivery or default of payment of the contract pricein addition to performance under the supply contract or if we postpone the delivery date at the customer's request, we may also request from the customer the payment of additional expenses, inparticular storage costs, pursuant to the above paragraph.

-

VII.

Delivery, passing of risk and insurance-(1)

We may make partial deliveries, unless excluded by the parties inwriting.

(2)

Unless otherwise expressly agreed in writing, delivery shall always
be made Ex Works (EXW Incoterms 2010); accordingly, all transportation and customs costs shall be borne by the customer andthe risk shall pass to the customer at the time the delivery item isready for shipment at our manufacturing plant.

(3)

Unless otherwise expressly agreed in writing, delivery shall also be
agreed to be Ex Works (EXW Incoterms 2010) if the transportationis organized by us and/or the supply contract stipulates that weshall install, assemble and/or commission the delivery item at theplace of destination.

(4)

If other delivery terms than a delivery Ex Works (EXW Incoterms
2010) are agreed upon, in particular other Incoterms clauses, unless otherwise expressly agreed in writing, the risk shall also passto the customer at the latest with receipt of the delivery item by the
first freight carrier.

(5)

If the shipment and/or the transportation of the delivery item aredelayed due to circumstances we are not responsible for, irrespective of the agreed delivery terms, the risk shall pass to the customer at the latest upon the notification of the readiness for shipment.

(6)

Irrespective of the agreed delivery terms – unless otherwise expressly specified in writing in the order confirmation –, the unloading as well as transportation of the delivery item from the unloading site to the place of installation shall not be part of our obligations.

(7)

At the customer's request, all deliveries shall be insured at its
expense from the passing of risk and until the contract price has
been paid in full. In the event of any damage, we shall assign tothe customer any claims arising from the insurance policy concurrently (Zug um Zug) in exchange for the fulfillment of all contractual obligations of the customer (including the reimbursement of theinsurance premium).

HOMAG Group AG, Homagstraße 3-5, 72296 Schopfloch, Deutschland

any earthworks, construction works and other ancillary works
from other sectors and industries including any skilled andnon-skilled personnel, construction materials and tools required in this respect;a foundation that meets the requirements of our installationplan;
any commodities and materials, such as scaffolding, lifting
tools, lubricants and fuels, etc. required for the installation, assembly and commissioning;
electrical connections, power, heating, water, pressed air connections, extraction unit and sufficient lighting;the required suitable non-skilled personnel in the number andfor such time as necessary;
sufficiently large, suitable, dry and lockable rooms for storing
the machine parts, equipment, materials, tools, etc. and appropriate work and recreation rooms for our staff, including
sanitary facilities; apart from that, the customer shall take thesame measures for protecting our property and staff on theconstruction site that it would take for protecting its own property and staff;
protective clothing and protective devices required due to special circumstances prevailing at the place the work is carried
out.

(2)

Prior to the commencement of the work, the customer shall provide to us without any request the required information about thelocation of hidden power lines, gas and water pipes or similar facilities as well as the required static data.

(3)

If the customer's preparatory measures do not correspond to theagreed requirements, we may refuse or cease the work until theagreed condition has been reached; in particular if the foundation
does not correspond to our installation plan. If the customer wants
to prevent us from installing the intended protection devices on thedelivery item, in particular protective fences, we may deactivate
the delivery item.

(4)

If the customer is responsible for the fact that we cannot carry out
the specified work, cannot carry it out completely or not within an
adequate period of time, in addition to a proper fulfillment of thecontractual obligations by the customer, we may request a contractual penalty in the amount of 0.1% of the net order value per
working day, however, no more than 10% of the net order value,
for the duration of the delay and/or the duration the delivery period
is exceeded. We may provide evidence of any damage exceeding
the contractual penalty and request respective damages, in particular the reimbursement of additional costs incurred due to additional trips by our staff and the working time of our staff that isspent to no avail or required in addition. When determining thedamages, the additional costs for the additional work of our staff
and the additional costs for additional trips can be calculated on
the basis of our general terms and conditions of assembly (Montagebedingungen) as applicable from time to time.

IX.

Retention of title, provisional right of repossession(1)

We retain title to the delivery item until the contract price as set out
in Section IV. has been paid in full. By concluding the supply contract, the customer authorizes us to disclose the retention of title or-4-enter it into public registries, books or similar records in the required form at the customer's expense and in accordance with theapplicable national laws and rules.
(2)

The customer shall take all measures necessary to preserve theretention of title or of a functionally equivalent security interest recognized in the country of destination (registered office of the customer). The breach of this obligation by the customer shall constitute a material breach of the supply contract.

(3)

During the existence of the retention of title, the customer shall be
prohibited from pledging or transferring the delivery item by way of
security, as well as any sale, transfer and renting or other provision of the delivery item to third parties shall only be permitted upon our prior written consent and by preserving our retention of title.
The customer shall treat the delivery item with care. The customer
shall inform us without undue delay of any seizures, confiscations
or other dispositions or interventions of third parties that can resultin a loss of our rights in the delivery item.

(4)

In case of a delay in payment or if the customer breaches anyother material contractual obligations, we are entitled to provisionally repossess the delivery item until the outstanding amount has
been paid and/or the violation of the material contractual obligation
has been remedied. The exercise of the right of repossession shallnot constitute a withdrawal from the supply contract.

(5)

Instead of the provisional right of repossession specified in paragraph (4) above, in case of a delay in payment, we may, after expiration of a notice period of four weeks to no avail, shut down thedelivery item, in particular by means of remote access, until theoutstanding amount has been paid.

(6)

individually designed machines will only be achieved after expiry ofa reasonable running-in period.
(2)

The customer shall lose all the rights in case of defects in thedelivery item and/or the documents recognizable within the scopeof an inspection, if it fails to notify us accordingly in writing within
the above-mentioned periods, specifying the type of defect in detail, irrespective of the customer’s reasons for not complying withthese requirements. The customer's written notification of defects
shall be sent within the above-mentioned periods and/or provided
to us no later than by the end of the acceptance test agreed inwriting; moreover, the notification of defects sent in due time must
actually be received by us.
(3)

Notifications with respect to hidden defects shall be made in writing without undue delay, however, no later than within 7 calendar
days after the customer detected such defect. The customer shalllose all rights in case of a hidden defect if it fails to notify us accordingly in writing within such period, specifying the type of defectin detail, irrespective of the customer’s reasons for not complying
with these requirements. The customer's written notification of defects shall be sent within 7 calendar days after the customer detected such defect; moreover, the notification of defects sent indue time must actually be received by us.

(4)If, after the customer has sent a notification of defects, a defect inthe delivery item cannot be ascertained, the customer shall reimburse us for any costs incurred in connection with the inspection of
the delivery item.

(5)

If there is a defect in the delivery item or the documents, we may
remove such defect at our sole discretion, either by repair or byreplacement delivery. If the customer does not give us this opportunity, we shall not be liable for the resulting consequences.

The provisions on the passing of risk as defined in Section VII.
shall not be affected by this agreement on the retention of title.

X.

Acceptance test, acceptance of delivery item

(1)

The parties may agree in writing that a joint acceptance test will be
performed to ensure that the delivery item is in conformity with the
supply contract, in particular where installation and/or assembly
work is performed. If the acceptance test is to be performed while
the delivery item is operated by employees of the customer, thecustomer must provide machine operators with sufficient knowhow and experience in the operation of corresponding wood processing machines. If during the acceptance test the delivery item
does not meet the acceptance criteria agreed in writing, we may
immediately perform another acceptance test with the delivery
item being exclusively operated by our staff. If the delivery item
then meets the acceptance criteria, the customer shall confirm acceptance of the delivery item.

(2)

If an acceptance test has been agreed in writing but no acceptance date has been fixed, we shall inform the customer of thedate of the acceptance test.

(3)

The costs of the acceptance test (including the costs of test materials as well as supplies) shall be borne by the customer. The customer shall also provide a sufficient amount of the agreed test material for the acceptance test. We shall bear the costs for our staff.

(4)

A written acceptance protocol to be signed by both parties shall be
prepared on the acceptance test. Any defects of the delivery item
shall be recorded.

(5)

The delivery item shall be accepted if-

the delivery item does not show any or no material defects orquantity variances; orthe acceptance test could not be performed at the customer's
fault; orthe customer has commenced operation of the delivery item.

(6)

If the acceptance test reveals defects of the delivery item, theprovisions of the below Section XI., in particular its paragraph (5),shall apply.

XI.

Notification of defects and warranty rights(1)

The customer may only refuse receipt and/or acceptance of thedelivery item if the delivery item is obviously and significantly defective or if the quantity deviates significantly. Such refusals shallbe made in writing without undue delay, stating the reasons. In thiscontext, the customer is aware that the full operational capability of

HOMAG Group AG, Homagstraße 3-5, 72296 Schopfloch, Deutschland

Unless it has been agreed in writing that a joint acceptance test
will be performed (Section X.), the customer shall inspect the delivery item and/or the documents without undue delay after receipt
and send us a written notification regarding any obvious defects inthe delivery item and/or the documents without undue delay, however, no later than within 7 calendar days after receipt, and specify
the type of defect in detail. If an acceptance test has been agreed
in writing (Section X.), inspection and notification shall be made no
later than by the end of the day on which the acceptance test was
performed or – if it was not performed at the customer's fault –should have been performed. If the customer commenced operation of the delivery item already prior to the acceptance test agreed
in writing, notification shall be made no later than within 7 calendar
days as of the commissioning.

To the extent that the defect in the delivery item or the documents
is not removed within a reasonable period of time by repair or byreplacement delivery, the customer may – after having set in writing another reasonable grace period of at least 90 days to no avail– request reduction of the contract price in an amount proportional
to the reduced value of the delivery item. If there is a defect in thedelivery item or the documents, the customer may not request
cancellation of the supply contract instead of reduction of the contract price.
Any and all other rights in case of defects, claims and rights on thepart of the customer for removal of defects, any liability or damage
claims as well as any and all further contractual and noncontractual claims of the customer against us shall be excluded tothe extent permitted by law.
(6)

In the absence of a deviating written contractual provision, a defectdoes not exist merely because the delivery item does not comply
with the technical and other norms applicable in the country ofdestination (registered office of the customer) or because the delivery item is not suitable for specific purposes.

(7)

A defect shall not be deemed to exist in the event of a merely
insignificant deviation from the quality agreed, a merely insignificant impairment of the usefulness, an inappropriate or improperuse of the delivery item, an incorrect assembly and/or commissioning by the customer or by a third party not engaged by us, natural
wear and tear (in particular of consumables), an incorrect or negligent handling of the delivery item, insufficient maintenancemeasures, changes or extensions made by the customer or third
parties and the resulting consequences, inappropriate supplies
and replacement materials, poor construction works, inappropriate
ground, chemical, electrochemical, electric or electronic influ-

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ences, insofar as they are not attributable to our fault. If a customer or third party makes improper repairs, we shall not be liable forthe resulting consequences. The same shall apply to changes tothe delivery item made without our prior written consent.
(8)

The limitation period within the meaning of Article 210 and Article 371 Swiss Code of Obligations (Obligationenrecht; "OR") for
the assertion of claims arising from defects as to quality and defects in title shall – to the extent permitted by law and in deviationfrom the statutory provision – be limited to 12 months as of the dayof receipt of the delivery item by the customer. If an acceptancetest has been agreed in writing, the limitation period of 12 months
shall commence upon expiry of the day on which the acceptancetest was performed or – if it was not performed due to the customer's fault – should have been performed, however, no later thanupon expiry of the day on which the customer commenced operation of the delivery item.
With respect to repairs or replacement deliveries made by us, thelimitation period for the assertion of claims arising from defects as
to quality and defects in title shall end at the same time as the limitation period applicable to the delivery item pursuant to this Section ends.
These limitation periods shall also apply to any non-contractual
claims arising from defects as to quality and defects in title. The
assertion of claims shall always be subject to the prior, timely notification of defects pursuant to the above paragraphs. (2) and (3).

(9)

Unless otherwise expressly agreed in writing, we shall deliver thedelivery item free from intellectual property rights and copyrights ofthird parties exclusively in the country to which our delivery ismade. If the normal use of the delivery item results in an infringement of intellectual property rights or copyrights in the country ofdelivery, we shall, at our expense, procure the right to further useof the delivery item for the customer, or reasonably modify the delivery item for the customer in such a way that the intellectual
property right is no longer infringed. If this is not possible on commercially reasonable terms or within a reasonable period of time,
the customer may rescind from the supply contract and request
repayment of the contract price from us. Under the aforementioned
conditions, we may also rescind from the supply contract.

(10) Our obligations set forth in Section XI. paragraph (9) shall be final
and conclusive in the event of an infringement of intellectual property rights or copyrights. Any and all further rights based on defects, claims and rights of the customer for removal of defects, any
liability or damage claims as well as any and all further contractualand non-contractual claims of the customer against us shall be excluded to the extent permitted by law.

reduce damage, we may claim damages in an amount equivalent
to the respective contribution.
(12) In the event that any used delivery item is sold, any claims basedon defects shall be fully excluded, unless a mandatory liability under statutory law applies.
XII.

Liability, damages(1)

We shall only be liable for intent and gross negligence on our part.
In all other respects, unless otherwise expressly stated in theseTerms and Conditions of Sale and Delivery, any contractual or
non-contractual liability and liability for damages on our part – irrespective of the legal reason – shall be excluded to the extent permitted by law.

(2)

In particular, any liability and liability for damages for employees,
workers, bodies, subcontractors and any other auxiliary persons ofours shall be fully excluded to the extent permitted by law.

(3)

Insofar as a further exclusion of liability is provided for in the provisions relating to delay in delivery (in particular Section V paragraph (5)) and notification of defects/warranty (in particular Sections XI. and XIII.), these provisions shall prevail over paragraph (1) of this Section XII. Paragraph (2) of this Section XII. shallapply in any event.

XIII. Software(1)

With respect to software of other providers included in the scope ofdelivery, the general terms and conditions and license terms ofsuch other providers shall prevail. Should such terms not be available to the customer, we will provide them upon request. Our
Terms and Conditions of Sale and Delivery shall apply additionally.

(2)

To the extent that software from us is included in the scope ofdelivery, the customer shall be granted a non-exclusive right touse such software including its documentation. It shall be provided
for use on the delivery item intended for such use. Using the software on more than one system shall be prohibited. The customer
may transfer the right of use to future owners or renters of the delivery item. If the right of use is transferred to third parties, the customer shall ensure that the respective third party is not granted
any more comprehensive rights of use with respect to the software
than those granted to the customer pursuant to this supply contract, and that the respective third party is at least subjected to the
obligations under this supply contract existing with respect to thesoftware. In this context, the customer may not retain any copiesof the software.

(3)

The customer may not remove manufacturer information, in particular copyright notices. Moreover, the customer may only changemanufacturer information upon our prior written consent.

(4)

All other rights in the software and the documentation including thecopies shall remain with us and/or the software provider, unlessthe customer is granted any more comprehensive rights on thebasis of mandatory statutory provisions. In particular, we need notprovide source codes of the software. The granting of sub-licenses
is not permitted.

(5)Unless otherwise agreed in writing, we need not provide updated
versions of the software to the customer.

(6)

The software shall only be deemed to be defective if the customer
has proven reproducible deviations from the specification. However, a defect as to quality of the software is not given if it does notoccur in the software version that was most recently provided tothe customer and the use of which is reasonable for the customer.
Notifications of defects by the customer shall be made in writing
within one week after the handover. The defect and the corresponding data processing environment shall be described in asmuch detail as possible in such notification of defect.

(7)

With respect to software, we shall not be liable for claims based on
defects

Moreover, our obligations set forth in Section XI. paragraph (9)shall only exist if---

the customer notifies us without undue delay in writing about
any infringement of intellectual property rights or copyrights
asserted;
the customer supports us, to a reasonable extent and at its
own expense, in connection with the defense of the claims asserted and/or enables us to perform the modification works
pursuant to Section XI. paragraph (9);all defense measures, including out-of-court settlements, remain reserved to us;
the customer is not responsible for the infringement of intellectual property rights or copyrights;
the legal defect is not based on any instruction by the customer and/or
the violation of law and/or rights was not caused by the customer changing the delivery item without authorization or using
it in any manner not compliant with the supply contract.

Should the customer discontinue using the delivery item for reasons of reducing the damage or for any other good cause, it shallinform the third party that the discontinuance of the use does not
imply an acknowledgment of the infringement of the intellectual
property right. Any discontinuance of the use shall be coordinatedwith us in advance. In case the customer is responsible for the infringement, the customer shall indemnify us from third parties
claims arising from the infringement.
(11) If the customer culpably contributed to causing the defects, inparticular due to non-compliance with its obligation to prevent and

HOMAG Group AG, Homagstraße 3-5, 72296 Schopfloch, Deutschland-

in case of a merely insignificant deviation from the quality
agreed;in case of a merely insignificant impairment of the usefulness;in case of any damage incurred due to incorrect or negligent
handling;
in case of any damage incurred due to special external influences not assumed under the supply contract;

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(8)

(9)

in case of any changes or extensions made by the customer or
third parties and the resulting consequences;and related to the fact, if and that the software provided iscompatible with the data processing environment used by thecustomer.

If there is a defect as to quality regarding the software, we may
remove such defect at our sole discretion, either by rectification or
by replacement delivery.
As a substitute, we will provide a new version number (update) ora new version (upgrade) of the software, to the extent readily
available for us or obtainable using reasonable efforts. Until an
update and/or upgrade has been provided, we will make an interim
solution available to the customer in order for the customer to circumvent the defect as to quality, to the extent possible using reasonable efforts and to the extent that the customer is no longer
able to perform urgent tasks due to the defect as to quality. If a data carrier or documentation supplied is defective, the customer
may only request us to replace such items by items that are free of
defects.

(10) At our choice, the defect as to quality shall be removed at thecustomer's or our premises. If we chose to have the defect removed at the customer's premises, the customer shall provide thehardware and software as well as any other operating conditions(including required computing time) together with adequately qualified staff. The customer shall provide us with any of its documentation and information required to remove the defect as to quality.
Upon our request, the customer shall allow remote access.
(11) Our obligations for software defects set forth in this Section shallbe final and conclusive. Any and all other rights based on defects,
claims and rights of the customer for removal of defects, reductionof the contract price, cancellation of the supply contract, any liability or damage claims as well as any and all further contractual andnon-contractual claims of the customer against us shall be excluded to the extent permitted by law.
XIV. Export, data protection

ally obligated to impose a corresponding obligation on the recipients of the delivery item.
(4)

A breach of the regulations of Section XIV. Paragraph (3) will
obligate the customer to take back the delivery item pursuant to
XV (1) and dispose of it according to statutory provisions. The customer shall be obliged to indemnify us against any third-party
claims.

(5)

Our claims against the customer that result from these provisions
will become time-barred at the earliest two years after use of thedelivery item has stopped. The time limit will begin when the customer notifies us in writing that they have stopped using the delivery item.

(6)

Any differing agreement requiring us to take back and dispose of
the delivery item must be in written form.

XVI. Place of performance, confidentiality, governing law, dispute
resolution, severability clause(1)

Unless otherwise agreed in writing, the place of performance shallbe D-72296 Schopfloch (Federal Republic of Germany).

(2)

The customer shall treat any and all of our manufacturing, tradeand business secrets of which the customer has obtained or willobtain knowledge in connection with the contract negotiations, thesupply contract or otherwise strictly confidential and to exclusively
use such secrets for the purposes of the respective supply contract. Any other use or communication to third parties shall be prohibited. The confidentiality obligation and the prohibition of use
shall survive the termination of the supply contract. In particular
the customer shall impose the same obligations on its employees
and auxiliary persons and shall be liable towards us for compliance with such obligations.

(3)

The supply contract shall exclusively be governed by Swiss law,
excluding the Federal Act on Private International Law and theUnited Nations Convention on Contracts for the International Saleof Goods (“CISG”).

(4)

Any disputes arising from or in connection with the supply contract,
including any questions relating to the existence, validity or termination of the supply contract, shall be exclusively resolved in arbitration proceedings pursuant to the Rules of Arbitration of the International Chamber of Commerce (ICC) in the version applicable
as of the time of conclusion of the supply contract by three arbitrators in accordance with said Rules of Arbitration. The language ofthe arbitration proceedings shall be English. The place of arbitration shall be Schopfloch, Germany. This provision shall prevent
neither party from conducting proceedings before the competent
ordinary court regarding precautionary measures, i.e. arrest proceedings.

(1)

If the scope of delivery includes an export on our part requiring
permit, the supply contract shall only be deemed concluded uponreceipt of the respective permit. The customer shall provide any
documents required for the permit. If we agree vis-à-vis the customer in writing to obtain any required export permits, we will makeall reasonable efforts in this respect, with the customer having tocompensate us for all our incurred costs, unless otherwise agreed
in writing. We do not guarantee that an export permit will be granted. The customer shall always be responsible for obtaining an import permit if so required.

(2)

If the customer exports the delivery item, it shall comply with therespective applicable export control provisions. If the customer violates the export control provisions, we may refuse performance ofor rescind from the supply contract, with the customer having tocompensate us for at least the positive interest in the performanceof the supply contract in any case. The customer shall provide use
certificates and end-use certificates upon request, even if suchcertificates are not officially required.

(5)

To the extent the parties have provided for a written form requirement in these Terms and Conditions of Sale and Delivery or in the
supply contract and unless otherwise agreed, the electronictransmission, which enables permanent record of the content of
the declaration, shall be deemed equivalent to the written form.
However, the conclusion of an effective and valid supply contract
pursuant to Section II. paragraph (2) requires signatures of theparties in all cases.

(3)

We will store and process personal data in compliance with thestatutory provisions.

(6)Should any provision of the supply contract or these Terms andConditions of Sale and Delivery be invalid in whole or in part for
any reason, this shall not affect the validity of the remaining provisions. Any invalid provision shall be replaced in writing by mutual
agreement. If the respective provision cannot be replaced by mutual agreement, the invalid provision shall be replaced by suchprovision coming as close as legally possible by observing the
purpose of the respective supply contract as intended by the parties.

XV.

Disposal of old electrical devices(1)

After the customer has finished using the delivery objects, they are
obliged dispose of them at their own expense. Statutory provisions
must be observed during that disposal.

(2)

The customer indemnifies us against all manufacturer obligations
under EU-Directive WEEE (2012/19/EU - Directive on waste electrical and electronic equipment) and the German Electrical andElectronic Equipment Act (ElektroG), especially from the manufacturer’s obligation to take the delivery item back, and from all associated third-party claims.

(3)

If the delivery item is forwarded to third parties, the customer must
obligate those third parties to properly dispose of the delivery item
after it has been used, while observing statutory provisions. If thedelivery item is forwarded again, the third party must be contractu-

HOMAG Group AG, Homagstraße 3-5, 72296 Schopfloch, Deutschland