General Terms and Conditions of Purchase and Payment for Business Customersof Brinkmann Pumpen K.H. Brinkmann GmbH & Co. KG
1 General / Scope
1.1 Our terms and conditions of purchase and payment apply only to business persons per § 14 BGB [German Civil Code]. We do not recognise any
terms and conditions of the contractual partner that conflict with or deviate from our terms and conditions of purchase, unless we have expressly
agreed to their validity in writing. Our terms and conditions of purchase shallalso apply if we accept the delivery of the contractual partner without reservation in the knowledge of terms and conditions of the contractual partnerthat conflict with or deviate from our terms and conditions of purchase andpayment.
1.2 All agreements made between us and the contracting party for the purpose of executing this contract shall be set down in writing prior to the conclusion of the contract.

3.5 The limitation period for payment claims of the contracting party is one
year, beginning with the fulfilment of its main performance obligation, but not
before the beginning of the payment period.
4 Retention of title / assignment / set-off
4.1 We only accept the simple retention of title of the contractual partner.
Special forms of retention of title, in particular a forwarded, downstream andextended retention of title and group retention of title, are not accepted byus.
4.2 The assignment/collection of claims of the contractual partner against
us requires – without prejudice to the assignment of a monetary claim per§ 354a HGB [German commercial code] – our prior written consent.

1.3 Our terms and conditions of purchase and payment shall also apply to
all future transactions with the contractual partner.

4.3 A set-off or the assertion of a right of retention by the contractual partner
against us is only permissible with undisputed or legally established counterclaims.

2 Order / Documents / Conclusion of Contract / Subcontractor

5 Place of performance / delivery period / time of performance

2.1 Orders, contracts, agreements and changes to such are only binding if
they are placed or confirmed by us in writing; a fax or e-mail is sufficient tomeet the written form requirement. Orders and commissions may be freely
revoked by us at any time prior to their acceptance by the contractual partner.
The order shall be decisive for the scope of the content of the contract. The
contractual partner is obliged to inform us of obvious errors and incompleteness of the order.
2.2 A contract is concluded if the contractual partner accepts our order without reservation within a period of 5 working days by written confirmation byletter, fax or e-mail. Order confirmations received late shall be invalid unless
we expressly acknowledge a conclusion of contract in writing.
2.3 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 on the basis of our order; after completion of the order they
are to be returned to us on first written request. They must be kept secretfrom third parties; in this respect, the provisions of section 12.5 shall apply
in addition.
2.4 The contracting party shall carry out the work by its own qualified personnel. Insofar as the contractual partner for its part wishes to commission
third parties („subcontractors“) in whole or in part with the provision of thecommissioned deliveries and services, this shall require our prior express
written consent. This shall apply accordingly to the change or involvementof further subcontractors.
3 Prices / Terms of payment
3.1 The price stated in the order shall be binding upon unconditional acceptance. Price increases or additional claims of any kind, also due to increases
in procurement, wage or material prices as well as currency fluctuations,are excluded subject to the provisions of § 313 BGB (disruption of the basisof the business). In the absence of a written agreement to the contrary, theprice includes delivery „carriage free“, including packaging, freight, postage,value insurance, transport insurance and value added tax, as well as customs clearance in the case of foreign deliveries.
3.2 The contracting party shall immediately issue an invoice for eachdelivery. The invoice must meet the requirements of §§ 14, 14a UStG
[VAT law]. The invoice shall be sent to our head office in a single copy andwith a separate statement of the value added tax applicable in the period ofdelivery/performance. The invoice shall also contain, in accordance with theorder, the order number, a description of the individual invoice items with adesignation of the item numbers, the place of use, the net unit prices for theindividual invoice items as well as the place and type of delivery and the EU
VAT identification number. Insofar as we have agreed to bear transport costs
in individual cases, the invoices must also be accompanied by the originals
and copies of the waybills with full details of the route, wagon number etc.
and the transport invoices; in the case of a collective delivery, these invoices
must state the weight and the partial amount of the goods delivered. We areentitled to reject all invoices that do not comply with these specifications as
not being in order and to refuse payment.
3.3 Payment periods shall commence at the earliest on the day on which theverifiable, proper invoice corresponding to the order/contract and clause 3.2
is received at the invoice address specified by us, but not before receipt of
the goods or acceptance of the work or provision of the service. In the eventof the return of the invoice for a reason for which we are not responsible, any
payment periods shall not commence before receipt of the invoice correctedby the contractual partner.
3.4 Unless otherwise agreed in writing, we shall pay within 14 days, calculated from receipt of the goods or acceptance of the work or provision of theservice, with a 3% discount or, insofar as the above conditions are met, net
within 30 days of receipt of the invoice.

5.1 The provision of deliveries and services shall be made to the place ofreceipt / shipping address designated by us in the order. If no specific placeis named, our head office shall be deemed to be the place of performance.
5.2 Unless a fixed date has been agreed at the time of conclusion of thecontract, the deliveries and services shall be provided without delay. The delivery time stated in the order accepted without reservation is binding within
the meaning of § 376 HGB.
The receipt of the defect-free object of performance at the place(s) ofreceipt / shipping address specified by us or at our head office or, insofar
as the law on contracts for work and services applies, the acceptance ofthe delivery or performance or, if the law on contracts for services applies,
the commencement of the performance of the service, shall be decisive forcompliance with the delivery/service date or a delivery period.
5.3 If the contractual partner recognises that an agreed deadline cannot
be met by them, they must inform us immediately in writing, stating the expected duration of the delay. The obligation to meet the deadlines remains
unaffected.
5.4 We accept partial deliveries only after prior written agreement. In thecase of agreed partial deliveries, the remaining quantity shall be listed on
the associated shipping documents and delivery notes.
5.5 In the event of a delay in delivery, we shall be entitled to the statutory
claims. In particular, we are entitled to demand damages instead of performance and withdrawal after the fruitless expiry of a reasonable period. If weclaim damages, the contractual partner shall be entitled to prove to us thatthey are not responsible for the breach of duty.
5.6 Acceptance of delayed deliveries by us shall not constitute a waiver ofclaims based on delay.
5.7 If the contractual partner fails to meet an agreed delivery/performancedate for reasons for which they are responsible, we shall be entitled to apenalty of 0.5 percent of the agreed total remuneration per day of delay. Unless otherwise agreed, the penalty shall be limited to a total of 5 percent of
the purchase price or remuneration for work/services. We expressly reserve
the right to claim higher damages incurred as a result of the delay, including
lost profits.
5.8 If the delivery/performance date is exceeded as a result of force majeure, we may demand delivery/performance at a later date on the originallyagreed terms or, after expiry of a reasonable grace period set, withdraw fromor terminate the contract in whole or in part.
6 Packaging and shipping / Labelling / Environmental protection
6.1 The contracting party shall pack all products to be delivered in such a
way as to avoid damage or loss under normal conditions. In principle, thecontracting party must pack, label and ship hazardous products in accordance with national/international regulations. In addition to the hazard class,the accompanying documents must also contain the other information specified by the respective transport regulations.
The packaging must allow for forklift transport and stacking (max. 1.0 mhigh).
6.2 The contractual partner shall, at our request, take back the packaging
used by them in whole or in part at their own expense; in the case of subsequent deliveries, in an exchange procedure. The contractual partner shalldispose of the residual materials / waste produced independently and under
their own responsibility in accordance with the waste disposal regulations,
unless a different arrangement has been agreed with us in writing in advance in individual cases.
6.3 As a manufacturer or distributor in the sense of the VerpackungsG.
[German packaging law], they shall in particular be responsible for taking
back transport packaging, unless otherwise agreed with us in individual
cases. The return/disposal shall be carried out by them in accordance withthe legal provisions in force at the time of the return. At our request, the conSeite 1 von 3 | 04/2024

General Terms and Conditions of Purchase and Payment for Business Customersof Brinkmann Pumpen K.H. Brinkmann GmbH & Co. KG
tractual partner shall provide us with certificates on the packaging materi-als
used.
6.4 The contractual partner undertakes to fully comply with their obligations as a manufacturer or distributor within the meaning of BattG. [German
battery law], VerpackG. [German packaging law] and ElektroG. [German
electrical waste law]. The contractual partner further undertakes to implement the requirements of LkSG. [German supply chain law] and to inform us
promptly of the measures it has taken in this regard, e.g. the establishmentof a management system in accordance with ISO 14001.
6.5 If harmonised European regulations are relevant for a contractual product, the contractual partner shall carry out the conformity assessment procedure in accordance with the European directives and include the declarationof conformity in its technical documentation. Furthermore, they undertake,
insofar as this has not already been done by the manufacturer, to mark the
products purchased from them in conformity with the directive (CE mark).
If the contracting party is only a reseller or distributor within the meaning of
the law, it shall ensure that the equipment sold bears an appropriate manufacturer‘s mark or that the manufacturers are registered within the meaningof the law.
6.6 The contractual partner is obliged to inform us on request whether products to be delivered contain PCB or halogen and to stipulate which products
are affected. As far as technically possible, the contractual partner shall refrain from using/supplying these materials.
7 Transfer of risk / documents
7.1 Delivery and dispatch shall be at the risk of the contracting party.
7.2 The contracting party shall send a detailed dispatch note for each consignment on the day of dispatch, separately from the goods and invoice.
The delivery shall be accompanied by a delivery note and packing slip stating the date (issue and dispatch), the content of the delivery (item number and quantity), our order identifier (date and number), the customs tariff
number as well as the country of origin per commercial law. In the case oftransport by ship, the name of the shipping company and the ship must be
stated in the shipping documents and invoice. The contracting party must
always choose a suitable means of transport. Among equally suitable ones,
they have to choose the most favourable one. In all dispatch notes, delivery
notes, packing slips, waybills, invoices on the outer packaging, etc., the order references and details of the place of unloading prescribed by us must
be stated in full.
7.3 The contracting party shall be liable for damages and shall bear thecosts arising from the non-observance of the above clauses 6.1 and 7.2.
They are also responsible for the compliance of their subcontractors („Subcontractors“) with these shipping regulations. All consignments which cannot be accepted due to non-compliance with clauses 6.1 and 7.2 shall be
stored at the expense and risk of the contracting party. We are entitled todeter-mine the content and condition of such consignments.
7.4 Tools and equipment shall not be loaded together with delivery items.
7.5 Insofar as an acceptance is prescribed or agreed by law, this shall bedecisive for the transfer of risk.
8 AcceptanceEvery performance under a contract for work and services requires formal
acceptance with a record of such. If the contractual partner has provided
the service, they shall notify us or the customer named in the order, if any,
in writing of the acceptability. Acceptance by conclusive behaviour, e.g. by
the physical acceptance, use or commissioning or economic use within thescope of a trial operation or payment, shall not be deemed to be acceptance.
§ 640 para. 2 BGB remains unaffected.
9 Warranty
9.1 Insofar as the contractual partner provides quality or other information
about goods/products or other delivery or service which positively exceeds
the usual, presumed or agreed quality, this information shall also be deemed
to be the agreed quality within the meaning of the law. All deliveries andservices must also comply with the relevant laws, regulations, directives andstandards, in particular the generally recognised rules of technology as wellas the relevant regulations of occupational health and safety, environmental protection and fire protection at the place of delivery and the REACH
Regulation (EC) 1907/2006 (Registration, Evaluation, Authorisation and Restriction of Chemicals) and the RoHS 2 Directive 2011/65EU (Restriction ofHazardous Substances 2011/65EU). The contractual partner shall in particular ensure compliance with the norms and standards generally applicableat the time of delivery/service provision in accordance with the technicalspecifications (e.g. in accordance with DIN, VDE, ETSI, ITU-T, EMC, CE,etc.) and shall inform us of which norms and standards are complied with.
The contracting party shall provide us with any proofs of origin requested by
us with all the necessary details and duly signed without delay.
9.2 If the contracting party fails to fulfil their obligation of subsequent performance - at our discretion by remedying the defect (subsequent improve-ment) or by delivery of a defect-free item (replacement delivery), unless they
prove that the subsequent performance variant chosen by us would cause
disproportionate costs and no significant disadvantages arise from the othersubsequent performance variant - within a reasonable period set by us, we
may remedy the defect ourselves and demand reimbursement from the contracting party of the expenses required for this, without prejudice to otherrights.
In particular, further legal claims for withdrawal, reduction and/or damages
shall remain unaffected by this provision.
9.3 Notwithstanding § 442 (1) para. 1.2 of the BGB, we shall also be entitledto unlimited claims for defects if the defect remained unknown to us at thetime of conclusion of the contract due to gross negligence.
9.4 In the event of a serial defect, the contracting party is obliged to immediately inspect all identical products – including those possibly affected by
the serial defect – at its own expense. If they do not comply with our written
request to inspect the goods within a reasonable period of time, we shall beentitled – without prejudice to further claims – to withdraw from all current
contracts which could be affected by the serial defect. A serial defect exists
if the same or comparable defects occur in at least 5% of the products concerned, in particular as a result of faulty development or series production
and as a result of material defects.
9.5 The limitation period for warranty claims is 36 months, calculated fromthe transfer of risk, unless mandatory provisions of § 437 BGB in conjunction
with § 445a BGB and 445b BGB intervene or the contractual partner grants
a longer period.
9.6 After rectification of defects, the warranty period for the rectified or replaced products shall start again.
10 Product liability / indemnification / liability insurance cover
10.1 Insofar as the contracting party is responsible for product damage, theyshall be obliged to indemnify us against claims for damages by third parties on first written demand, insofar as the cause lies within their sphere ofcontrol and organisation and they are themselves liable in relation to third
parties.
10.2 Within the scope of its liability for cases of damage within the meaningof clause 10.1, the contracting party shall also be obliged to reimburse us forany expenses per §§ 683, 670 BGB and §§ 830, 840, 426 BGB arising outof or in connection with a recall action carried out by us. We will inform thecontractual partner – as far as possible and reasonable – about the content
and scope of the recall measures to be carried out and give them the opportunity to comment. Other statutory claims to which we are entitled shallremain unaffected.
10.3 The contractual partner undertakes to maintain a product liability insurance policy with a sum insured of € 10 million per personal injury / property
damage – lump sum – for the cases of clause 10.1 to cover any instancesof damage due to a claim against our company arising from product liability
and to prove the existence of such an insurance policy to us upon first written request by written confirmation of the insurer. The contractual partner
hereby assigns to us all claims for compensation due to the aforementioned
product damage from this insurance, and we hereby accept the assignment.
11 Property rights
11.1 The contracting party guarantees that no rights of third parties within
the European Union are infringed in connection with their delivery.
11.2 If a claim is made against us by a third party for this reason, the contractual partner shall be obliged to indemnify us against these claims upon
first written request; we shall not be entitled to make any agreements withthe third party – without the consent of the contractual partner – in particular
to conclude a settlement.
11.3 The indemnity obligation relates to all expenses necessarily incurred by
us or in connection with a claim by a third party.
11.4 The limitation period for the claims referred to in Clause 11.2 shall beten years calculated from the conclusion of the contract.
12 Provision of equipment – Tools – Confidentiality
12.1 If we provide parts to the contractual partner, we retain ownership ofthese. Any processing or transformation by the contractual partner shall be
carried out for us. If goods owned by us are processed with other items notbelonging to us, we shall acquire co-ownership of the new item in the ratio ofthe value of our item (purchase price plus VAT) to the other processed items
at the time of processing.
12.2 If an item owned by us and provided by us is inseparably mixed withother items not belonging to us, we shall acquire co-ownership of the newitem in the ratio of the value of the item subject to retention of title (purchaseprice plus VAT) to the other mixed items at the time of mixing. If the mixing iscarried out in such a way that the contractual partner‘s item is to be regarded
as the main item, it shall be deemed agreed that the contractual partnertransfers co-ownership to us on a pro rata basis; the contractual partner
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General Terms and Conditions of Purchase and Payment for Business Customersof Brinkmann Pumpen K.H. Brinkmann GmbH & Co. KG
shall keep the sole ownership or the co-ownership for us.
12.3 We retain ownership of tools provided by us. After processing the corresponding order or the corresponding order, they are to be returned to us
without request and without objection, unless expressly agreed otherwise
in writing. Markings on our tools referring to our ownership may not bechanged. The contractual partner is obliged to use the tools exclusively forthe manufacture of the goods ordered by us. The contractual partner is also
obliged to insure the tools belonging to us at replacement value against
fire, water, vandalism and theft damage at their own expense and to provethe existence of such insurance to us upon first written request by written
confirmation of the insurer. At the same time, the contracting party hereby
assigns to us all claims for compensation arising from this insurance; wehereby accept the assignment.
The contractual partner is obliged to carry out any necessary maintenanceand inspection work on our tools as well as all maintenance and repair workat their own expense and in good time.
They shall notify us immediately of any malfunctions; if they culpably fail todo so, claims for damages shall remain unaffected. Further details may be
agreed by the parties in a separate loan agreement to be concluded.
12.4 Moulds, models, tools, films, drawings, etc. which have been producedby the contractual partner for the purpose of carrying out the order are produced for us and become our property upon production. They are to bemarked as our property by the contractual partner. Insofar as industrial property rights arise for these objects, these shall be established for us upon creation and shall be settled with the payment of the respec-tive remuneration
owed for the order or the respective job. This applies even if they remain in
the possession of the contracting party.
12.5 With regard to illustrations, drawings, calculations, moulds, models,
tools and other documents which are our property and which are also subject in particular to industrial property rights, including copyright, the contractual partner is obliged to keep all documents and information received
strictly confidential. They may only be disclosed to third parties with our
express consent. The obligation to maintain secrecy shall also apply after
the execution of the respective individual contract. It shall expire with regard
to the illustrations, drawings, calculations and other documents provided if
and to the extent that the manufacturing knowledge contained therein has
become generally known.
12.6 Insofar as the security rights to which we are entitled in accordancewith section 12.1 and/or section 12.2 above exceed the purchase price of all
our reserved goods not yet paid for by more than 10%, we shall be obliged
to release security rights of our choice in the corresponding amount at therequest of the contractual partners.

Number) of the CCL (Commerce Control List, if the goods are subject tothe status EARR99 (U.S. Export Administration Regulation),• The commercial contractual origin of its goods and the components of
its goods, including technology and software,• Whether the goods were transported through the US, manufactured orstored in the US, or manufactured using US technology,• The statistical contract product number (commodity number / HS code)of the contract products,• All other information and data which we require for export and import
and, in the case of resale, for re-export of the goods; and• A contact person in their company to clarify any queries from us.
15.2 At our request, the contracting party shall be obliged to provide us
with all further foreign trade data relating to the contractual products andtheir components in writing and to inform us in writing without delay of any
changes to the above data.
16 Place of jurisdiction / choice of law
16.1 The place of jurisdiction for disputes with the contractual partner is thelocation of our head office. Furthermore, we are entitled to bring an action
against the contractual partner at their general place of jurisdiction.
16.2 The law of the Federal Republic of Germany shall apply exclusively, tothe exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG, „Vienna Sales Convention“).
16.3 The contractual language is German.
17 Miscellaneous
17.1 The contractual partner may only refer to our business relationship to
third parties, in particular for advertising purposes, with our written consent.
17.2 Verbal ancillary agreements shall not be valid. All declarations concerning or in connection with the contract as well as the agreement of binding
deviations from the provisions of these terms and conditions must be madein writing (letter, fax or e-mail). This also applies to the waiver of the written
form requirement.
17.3 If individual provisions of these terms and conditions or of the delivery transaction are or become invalid in whole or in part, the validity of theremaining provisions or other parts of such clauses shall not be affected
thereby.

13 Restrictive agreements
We are entitled to terminate a contract without notice or to withdraw from
it if the contractual partner has demonstrably participated in agreements
restricting competition to our detriment.
In the event of termination without notice, the contractual partner shall only
be entitled to a part of the agreed remuneration corresponding to the scopeof delivery and services already provided free of defects. The right to terminate for other good cause remains unaffected. In the event of withdrawal,
the statutory regulations shall apply.
14 Change in production / cessation / discontinuation
Insofar as the contractual partner intends to change or discontinue their production, they shall be obliged to notify us of this without delay. In the event ofa change/discontinuation of production, the contractual partner shall ensurethat the materials previously delivered to us are still available for delivery
for at least 36 months after their notification of discontinuation to us to theextent of the volume ordered in the calendar year preceding the discontinuation.
We are entitled to replace this delivery obligation with an offer of a return freeof charge for us in return for a credit note for materials still in our possession.
A corresponding offer must be submitted to the contractual partner within
60 days of receipt of the notification of the cessation of production by us.
15 Export checks / customs
15.1 The contracting party shall be obliged to inform us in its business documents of any authorisation requirements for (re-)exports of the contractual
products in accordance with German, European, US export and customs
regulations as well as the export and customs regulations of the countryof origin. For this purpose, the contracting party shall provide the following
information at least in its offers for the relevant contract product items:• The export list number per Annex 1 Appendix AL (Export List) to the AWV[German foreign trade and payments ordinance] or comparable list itemsof relevant export lists,• The export list number per the Annexes to Regulation (EU) 2021/821,• For US contract products, the ECCN (Export Control Classification
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